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Chartering :: Chartering a Historical Society

Historical societies originate in different ways. Some begin as history discussion groups or community efforts to support a local commemoration. Others result from the need to preserve a historic site or collection of artifacts. Whatever the reason, historical societies are organized by people who agree to associate in order to collect, preserve or interpret history. They have a sense of purpose but need the structure of an organization to accomplish their objectives.

Organization

Historical societies may originate for any one of a number of reasons, but they organize in similar ways. Usually a small group of people lay the foundation for the formal organization of a society and serve on its first board of trustees. A temporary chairperson and a secretary are selected the first time the organizing group meets. Frequently, the temporary chairperson is the most promising candidate to be president of the society. The secretary should be chosen with the idea that the same person would continue in that post after the society has been formally recognized. This would permit a smooth transition.

Need and Approval

Before developing elaborate plans, there are a number of alternatives the organizing group needs to consider. First, is there any existing organization in the area that performs functions similar to those intended for the new society? If so, and the existing group is not against enlarging the scope of its organization, it may make sense to unite with it. Second, an inactive historical society may already exist in the area. If so, it may be worthwhile to consider revitalizing it. However, if the organizing group decides that no existing organization will meet its needs, then it is ready to form a new historical society.

Technical Assistance

When a group decides to form a historical society, it is a good idea to look for help. The New York State Museum in the State Education Department assists those who wish to form a historical society. The staff of the Museum is experienced in working with local societies and can offer invaluable assistance in organizing and steering the society through incorporation. In addition, regional historical agencies located in various parts of New York State provide technical assistance to historical societies (see appendix VIII).

Statement of Purpose

A clear statement of purpose is needed to define the scope of an historical society's programs and to guide its future growth. This may be a general statement or it may specifically outline projected activities. Whatever the form, the statement of purpose should reflect current activities as well as future plans. It is the basis for drafting a constitution and bylaws, as well as the formal statement of corporate purposes included in its charter should the organization eventually seek to incorporate.

The Organizational Meeting

After the planning group has determined the need and suggested purposes for a new society, it is time to encourage others to join in the effort. This is usually done at an organizational meeting. The temporary chairperson should open this meeting by explaining why a new historical society is needed and what its purposes might be. After some discussion there should be a call for a motion and vote to organize. The formality of a vote is important as a symbol of support. After the motion to organize is approved, the temporary chairperson should be empowered to appoint a committee on organization with the responsibility to draft a constitution and bylaws for presentation at the next meeting, and to establish the procedure for selecting members of the board of trustees.

The Constitution and ByLaws

The constitution of an unincorporated historical society is the fundamental law and the framework under which the society will operate. The constitution should be inclusive enough to meet the needs of the organization, but should not be too complex or rigid. Although a constitution may be amended, a society's stability is best served through infrequent changes of the constitution (see Sample Historical Society Constitution).

The bylaws of a society detail its operating procedures. They should be comprehensive enough to allow a society to operate efficiently without contradicting the constitution (see Sample Historical Society Bylaws).

Incorporation

After a society has formally organized, it may wish to incorporate. Most important of the many advantages of incorporation is that the society becomes a legal entity. Title to any historical material collected by the society is held in the name of the society. It is thus protected from falling into the hands of individual members in the event the society should dissolve.

Another important advantage of incorporation is that it makes a society eligible to apply to the United States Internal Revenue Service as a nonprofit, tax exempt education corporation under Section 501(C)(3) of the Internal Revenue Code. This is important to a historical society because money raised from dues, admission charges and gifts would otherwise be considered taxable income. The exemption also encourages financial contributions as well as donations to collections since donors may deduct such gifts from their personal income tax.

Finally, incorporation by the Board of Regents gives a historical society the prestige and recognition of being a member of The University of the State of New York.

Incorporating a Historical Society in New York State

A historical society that has organized, adopted a statement of purpose, constitution and bylaws, and has a minimum of five and a maximum of twenty-five members on its board of trustees, is ready to begin the process of incorporation by petitioning the Board of Regents for the issuance of a charter. Incorporation by the Board of Regents is a two- step process, beginning with a provisional charter, which subsequently may be made absolute.

Requirements for a Provisional Charter

A provisional charter is the instrument which permits an organization in the initial stages of development to incorporate. The number of members and financial resources of the historical society should be adequate for its anticipated purposes, and hold the promise of future growth and development. It the society has collections, it should have a written policy on the management of those collections. In addition, a society's public programs as well as its collections must be consistent with its stated purposes. There are also requirements related to the title a historical society may use.

Corporate Title

The name of a historical society must be consistent with and clearly indicative of its purposes. If the society has a local focus, its title should not indicate a program of statewide or national scope. The name of the historical society must also be distinctive enough so it will not duplicate or be confused with an existing historical society or any other institution incorporated under the laws of New York State.

Petitioning for a Provisional Charter

A petition to the Board of Regents for the issuance of a provisional charter must comply with the following conditions:

The petition conforms to a specific format (see Appendix V, Sample Petition).

The petition must be executed and acknowledged before a notary public of at least five persons not less than eighteen years of age.

The original and two copies of the petition, together with a check in the amount of $100, payable to the New York State Education Department, are mailed to the The New York State Education Department, Office of Counsel, Room 148 E. B., Albany, New York 12234.

Reviewing the Provisional Charter Petition

The Office of Counsel reviews each charter petition to determine if it is in the proper form and is signed and notarized by the appropriate number of incorporators. The petition is then transmitted to the New York State Museum. The staff of the State Museum is responsible for a detailed analysis of the petitioners' organizational structure, financial condition, and program plans and accomplishments. Information on these matters is obtained through a questionnaire, by emails, and by telephone.

Recommending a Provisional Charter

After the review of the petition for a provisional charter has been completed, a recommendation is prepared and submitted to the Board of Regents for action at its next monthly meeting. The Regents meet every month with the exception of August. If the Regents approve the petition, the corporate existence of the society begins immediately. Following Regents action, the Office of Counsel provides the society with written notice of the decision. This is followed several weeks later by the issuance of the engrossed provisional charter.

Requirements for an Absolute Charter

At the end of the term for which a provisional charter is granted, a historical society may apply for an absolute charter. The requirements for this final instrument of incorporation involve successful completion of a review process termed registration. This is the mechanism by which the Board of Regents determines if an organization is mature and stable. To be eligible for registration, a society's progress is measured according to standards established by § 3.30 of the Rules of the Regents. The evaluation is based on the following criteria:

  1. Personnel
  2. Finances
  3. Facilities
  4. collections
  5. Programs

Petitioning for an Absolute Charter

The required documents for the issuance of an absolute charter are:

The original and two copies of the petition, duly executed by two officers of the corporation and acknowledged before a notary public.

A copy, certified by the secretary of the corporation, of a resolution duly adopted at a meeting of the trustees by the affirmative vote of a majority of the whole number of trustees, authorizing the two officers of the corporation to execute and submit the petition.

The original and two copies of the petition, the resolution and a check in the amount of $60, payable to the New York State Education Department, should be mailed to the The New York State Education Department, Office of Counsel, Room 148 E. B., Albany, New York 12234.

Reviewing the Absolute Charter Petition

For purposes of registration, a historical society is evaluated by staff of the State Museum. In this process, information is gathered through the use of a detailed questionnaire, by email, by telephone, and through a mandatory on-site review. An organization's budget, annual reports, collections management procedures, staff credentials and other appropriate documentation are reviewed, its physical facilities are inspected, and staff and trustees are interviewed.

Recommending an Absolute Charter

After a historical society is reviewed using the criteria set forth by the Board of Regents for registration, a recommendation is made to the Regents for action at its next monthly meeting. The Regents meet every month with the exception of August. If the society is successful in meeting the requirements for registration, a recommendation is prepared and submitted to the Regents. If approved, the historical society is declared registered and an absolute charter is granted. Following Regents action, the Office of Counsel provides the society with written notice of the decision. This is followed several weeks later by the issuance of the engrossed absolute charter.

Extending the Provisional Charter

A historical society that has petitioned the Board of Regents for the issuance of an absolute charter, but is not successful in meeting Regents requirements for registration, may have its provisional charter extended by the Regents, upon a recommendation by staff for such action. This action is usually necessary for one or more of the following reasons: The Society's financial support is not adequate for its stated purposes;

  1. The Society has failed to attract a significant number of members;
  2. The collections management procedures of the Society are not adequate;
  3. The Society's educational programs are not significant;
  4. The physical facilities of the Society are not adequate for its stated purposes.

Extension of its provisional charter gives the society additional time to develop and prepare for registration. A historical society may also petition to have its provisional charter extended. The trustees of many historical societies seek an extension of the provisional charter in order to gain time to improve the chances of registration. A society is eligible for additional extensions of its provisional charter as long as the organization is active and is making progress. The legal status of a historical society as an educational corporation is the same whether its charter is provisional or absolute.

The required documents for petitioning the Board of Regents for an extension of a provisional charter are the same as those pertaining to an absolute charter, except that the petition and resolution should request that the provisional charter be extended. The fee is $60, payable to the State Education Department.

Amending the Charter

A historical society may petition to amend its provisional or absolute charter. This is usually done when a historical society wants to change 1) its corporate name, 2) its corporate purposes, 3) increase the number of its trustees, or 4) alter in any other way the provisions of the provisional or absolute charter. The required documents to amend a provisional or absolute charter are:

The original and two copies of the petition, executed by two officers of the corporation and acknowledged before a notary public.

A copy, certified by the secretary of the corporation, of a resolution duly adopted at a meeting of trustees by the affirmative vote of not less than three-fourths of the whole number of trustees, authorizing the two officers to execute and submit the petition to amend the charter. The fee is $60, payable to the State Education Department.

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