CLAVERACK HISTORICAL SOCIETY BYLAWS
Article I
Membership and Dues:
- Section 1
Any person interested in the purpose of the organization who applies for membership in an appropriate classification of membership and who tenders the necessary dues shall become a member. - Section 2
2A Annual dues for Student shall be $5.00
2B Annual dues for Individual shall be $10.00
2C Annual dues for Family shall be $15.00
2D Annual dues for Institution shall be $50.00
2E Annual dues for Contributing and Sustaining shall be $100.00
2F Annual dues for Honorary shall be free
2G Annual dues for Military (active) shall be free - Section 3
Annual dues shall be paid 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 annually in June. - Section 2
The president may call a special meeting at any time. - Section 3
The board of trustees shall meet quarterly. Special meeting of the board of trustees may be called by the President. - Section 4
One fifth of the active members shall constitute a quorum. - Section 5
A member may use e-mail to authorize someone to act as proxy. - Section 6
Members can receive notices of a meeting or other documentation by fax or e-mail. - Section 7
Members may submit a waiver of notice of meetings by electronic means.
Article III
Duties of 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 members of committees and delegates not otherwise provided for. - 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 chair of the finance committee of three people whose function shall be 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. The treasurer will collect all 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. - Section 6
At any meeting of the board of trustees, four members shall constitute a quorum. The board of trustees will elect its own chairman. The board of trustees, through the president, shall render an annual report at each annual meeting.
Article IV
- Section 1
The society shall have the following standing committees:
- Historic Preservation:
-Responsible for the collection, cataloging, repair and safe keeping of books and artifacts.
-Responsible for establishing the historic validity for sites proposed for marking, for marking historic sites and for arranging tours of these historic sites. - Program
-Responsible for arranging suitable programs, for setting time, place and dates for the presentation of these programs.
-Responsible for working with schools and other organizations to arranging suitable educational programs: for setting time, place and dates for the presentation of these programs. - Nominations
-Responsible for making nominations for officers and members of the board of directors. - Outreach
-Responsible for membership drives and processing new candidates for membership.
-Responsible for finding funds and means for the publishing of research documents and newsletters. Also responsible for the staging of radio and social media publications.
- Section 2
The president of the board of trustees shall appoint members and chairpersons 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 trustee, 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 shall govern the proceedings of the society except in such cases as are governed by the constitution or bylaws.
Article VI
Amendments 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 sixty days prior to the vote. It may also be amended at a special meeting called for that purpose with sixty days prior notice given 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 circumstance that constitutes 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 not be present at or participate in board/committee deliberations or vote on matter giving raise to the conflict;
(d) A prohibition against any attempt by the person with the conflict to influence improperly the deliberations or voting on matter giving raise 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 transactions in accordance with NPCL715. - Section 2
Related Party Transactions. Any transaction, agreement or any other arrangement in which a related party has a financial interest 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.
Whistleblower
- (a) Procedure 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 service to the corporation.
Created 1/2016