A deer in Adirondack Hall
Chartering :: SAMPLE HISTORICAL SOCIETY BYLAWS

RECOMMENDED BY THE NEW YORK STATE MUSEUM, THE UNIVERSITY OF THE STATE OF NEW YORK/ THE STATE EDUCATION DEPARTMENT

ARTICLE I

Membership and Dues

Section 1. Any person interested in the purposes of the organization who applies for membership in an appropriate classification of membership and who tenders the necessary dues shall thereby become a member.

Section 2. Annual dues for individual active members shall be [amount].

Section 3. Annual dues for family members shall be [amount].

Section 4. Annual dues for institutional members shall be [amount].

Section 5. Annual dues for contributing and sustaining members shall be [amount].

Section 6. Annual dues for honorary members shall be [amount].

Section 7. Annual dues shall be payable in advance, and members in arrears more than six months after payment is due shall be dropped from membership.

ARTICLE II

Schedule and Quorum for Meetings

Section 1. Regular meetings of the society shall be held on the [day of the week] of each month.

Section 2. Special meetings may be called by the President.

Section 3. The board of trustees shall meet every other month. Special meetings of the board of trustees may be called by the President.

Section 4. One-fifth of the active members of the society shall constitute a quorum.

Section 5. A member can use email to authorize someone to act as proxy.

Section 6. Members can receive notice of a meeting through fax/email.

Section 7. Members can submit a waiver of notice of meeting by electronic means.

ARTICLE III

Duties of the Officers and Trustees

Section 1. The president shall have executive supervision over the activities of the society within the scope provided by these bylaws and shall preside at all meetings. The president shall report annually on the activities of the society and shall appoint the members of committees and delegates not otherwise provided f or.

Section 2. The vice-president shall assume the duties of the president in the event of absence, incapacity, resignation, or removal of the president.

Section 3. The secretary shall keep the minutes of meetings of the society and of the board of trustees, maintain a list of members, and render an annual report.

Section 4. The treasurer shall be responsible for the safekeeping of society funds, for maintaining adequate financial records, and for depositing all monies with a reliable banking company in the name of the society. Monies shall be paid out by numbered checks signed by the treasurer and the president. The treasurer will collect dues, and shall render an annual report based on the calendar year.

Section 5. The board of trustees shall have the power to conduct all affairs of the society. It shall select candidates for office, pursuant to the constitution. The board of trustees shall decide questions of policy that for any reason cannot be acted upon at a meeting of the society and perform such other functions as designated in the bylaws or otherwise assigned to it.

At any meeting of the board of trustees, four members shall constitute a quorum. The board of trustees will elect its own chairperson. The board of trustees, through the president, shall render an annual report at each annual meeting.

ARTICLE IV

Committees

Section 1. The society shall have the following standing committees:

(a) Library Committee. Responsible for collecting, cataloging, caring for, arranging, and repairing books, manuscripts, newspapers, and other historical source material.

(b) Museum Committee. Responsible for collecting, cataloging, cleaning, repairing, and storing historic objects; for arranging museum exhibits, and the correct historic interpretation of these exhibits; for the care and upkeep of museum quarters.

(c) Publications Committee. Responsible for finding ways and means for publishing joint or individual research studies; newsletter to members, a quarterly bulletin, or books; for publicity; for staging radio and television programs.

(d) Historic Sites Committee. Responsible for establishing the historic validity for sites proposed for marking; for marking historic sites; for arranging tours of the sites.

(e) Program Committee. Responsible for arranging suitable programs; for setting time, place, and date of meetings.

(f) Membership Committee. Responsible for membership drives and processing new candidates for membership.

(g) Nominations Committee. Responsible for making nominations for officers and members of the board of directors.

Section 2. The president of the board of trustees shall appoint members and chairmen of the standing committees.

Section 3. Other committees, standing or special, may be appointed by the president as directed by the society or board of trustees, except that the nominating committee shall be appointed by the board of trustees. No committee of the board shall have authority to bind the board.

ARTICLE V

Parliamentary Authority

Section 1. The rules contained in [Robert's Rules of Order] [Rose Marie Cruzan's Practical Parliamentary Procedure] [or other authority] shall govern the proceedings of the society except in such cases as are governed by the constitution or the bylaws.

ARTICLE VI

Amendment to the Bylaws

Section 1. These bylaws may be amended at any regular or special meeting by a two-thirds vote of those voting, provided notice was given at the previous meeting. Or they may be amended at a special meeting called for that purpose, with previous notice and a two-thirds vote. All proposed amendments shall be submitted in writing.

ARTICLE VII

Conflict of Interest

Section 1. (a) A definition of the circumstances that constitute a conflict of interest; (b) Procedures for disclosing a conflict to the audit committee or, if no audit committee, to the board; (c) A requirement that the person with the conflict no be present at or participate in board/committee deliberation or vote on matter giving rise to the conflict; (d) A prohibition against any attempt by the person with the conflict to influence improperly the deliberation or voting on the matter giving rise to the conflict; (e) A requirement that the existence and resolution of the conflict be documented in the corporation’s records, including in the minutes of any meeting at which the conflict was discussed or voted upon; and (f) Procedures for disclosing, addressing, and documenting related party transactions in accordance with NPCL §715.

Section 2. Related Party Transactions. Any transaction, agreement or any other arrangement in which a related party has a financial interest and in which the corporation or any affiliate of the corporation is a participant. Authorizes the Attorney General to enjoin, void or rescind any related party transaction, or seek additional damages or remedies.

Whisleblower

(a) Procedures for reporting violations or suspected violations of law or corporate policies, including procedures for preserving the confidentiality of reported information; (b) A requirement that an employee, officer or director of the corporation be designated to administer the policy and report to the audit committee or other committee of independent directors, or if none, to the board; and (c) A requirement that a copy of policy be distributed to all directors, officers, employees and to volunteers who provide substantial services to the corporation

 

updated: June 23, 2015

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