BYLAWS OF WOODSTOCK HISTORICAL SOCIETY, INC., Amended June 24, 2014
ARTICLE I, Name and Location
The name of this Corporation shall be the Woodstock Historical Society, Inc. Its principal office shall be at Woodstock, in the County of Windsor, State of Vermont.
ARTICLE II, Membership
Section 1. Members. The members of the Society shall consist of the original subscribers to the Articles of Association and such additional members. Additional members can be added by paying dues or being gifted a complimentary membership.
Section 2. Membership Dues and Duties. The annual membership dues of the Society shall be fixed by the Trustees from time to time as circumstances require. It shall be the duty of the members to elect the Trustees of the Society from among their number, to adopt and amend the Bylaws and Articles of Association, and to perform such other functions as required by law or these Bylaws.
Section 3. Meetings of Members. The annual meeting of the members of the Society shall be held at such a place in towns of the Ottauquechee River Valley, Vermont, as may be designated by the President of the Society, on whatever day in July or August it is believed will best serve the interests of the Society. In addition to the annual meeting of this Society, special meetings may be held in towns of the Ottauquechee River Valley at any convenient time upon the call of the President or upon request by fifteen members of the Society.
Section 4. Notice of Meetings. At least seven days’ notice by mail or electronic mail shall be given of all annual and special meetings.
Section 5. Quorum. Except as otherwise provided in these Bylaws, the members present at any meeting, if not less than fifteen, shall constitute a quorum, and a majority of the quorum may take, and shall be necessary for, valid action. The members present, if less than a quorum, may adjourn the meeting. Members may vote by proxy.
ARTICLE III, Trustees
Section 1. Powers of Trustees. The Board of Trustees has authority to manage the affairs of the Society. In the management and control of the property and affairs of the Corporation, the Board of Trustees is invested with all the powers of the Society itself, with the exception that the Board cannot convey title to real estate unless specifically authorized and empowered by vote of the membership, and cannot perform the enumerated duties of the members.
Section 2. Number of Trustees. The number of Trustees of the Corporation shall be not less than fifteen nor more than twenty-one and shall be fixed by the members at the annual meeting. No decrease in the number of Trustees shall have the effect of shortening the term of any incumbent Trustee.
Section 3. Election and Term of Trustees. The Trustees shall be elected by the members at the annual meeting of members. The Trustees shall be divided into three classes, equal numerically as nearly as may be, and they shall be so arranged that the membership of the respective classes shall expire in succeeding years. At the first election of Trustees after the adoption of this provision, the three classes of Trustees shall be elected to terms of office of one, two and three years respectively. Thereafter, except as otherwise provided herein, each Trustee shall hold office until the third annual meeting following his or her election and until a successor shall have been elected and qualified, or until earlier death or resignation. No employee of the Corporation may be elected as a Trustee of the Corporation.
Section 4. Limitation on Consecutive Terms. No Trusteeshall be elected by the members to serve in more than two consecutive terms, nor shall a former Trustee be reelected to serve as a Trustee thereafter until after a two year hiatus. Interim elections by the Trustees under Section 5, below, shall not be considered a term for the purposes of this section.
Section 5. Vacancies. Vacancies occurring in the Board of Trustees for any reason may be filled until the next annual meeting of members by the affirmative vote of a majority of the remaining Trustees though less than a quorum.
Section 6. Resignations. Any Trustee may resign from office at any time by delivering a resignation in writing to the Corporation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.
Section 7. Any trustee may request a temporary leave of absence from the Board for any reason deemed valid by a majority of the board. A trustee on leave is not considered a vacancy on the board. Trustees on leave may not vote by proxy.
Section 8. Any trustee who has a potential or real conflict of interest with matters before the Board shall recuse himself or herself from attending any Board meeting or part of meeting wherein the matter is discussed or acted upon. Lengthy recusal shall be deemed a leave of absence from the Board.
Section 9. If a Board Member is absent from three consecutive regular board meetings or four board meetings in any one twelve month period, without prior notice and explanation to the President for each absence, they shall have tendered their resignation.
ARTICLE IV, Corporate Action
Section 1. Meetings. The annual meeting of the Trustees for the election of officers and for the transaction of such other business as may properly come before the meeting shall be held at such hour on such day following the annual meeting of members in each year, and at such place, as may be determined by the Board of Trustees, or, if the Board has not so determined, as may be determined by the President. Special meetings of the Board of Trustees shall be held whenever called by the President or by at least one-third of the Trustees then in office.
Section 2. Quorum: A majority of the total current membership of the Board of Trustees, which may vary in number from 15 to 21 Trustees, shall constitute a quorum for transaction of business, except that any Trustee on a leave of absence shall not be counted. Any absent Trustee not on leave may vote by proxy. A trustee shall be counted as part of the quorum if attending via teleconferencing or telephone. In the absence of a quorum, those present at the time and place set for the meeting may adjourn the meeting from time to time until a quorum shall be present. No notice of any such adjournment need be given.
Section 3. Notice of Meetings. Notice of each annual or special meeting of the Trustees, stating the date, hour and place of meeting, shall be given by appropriate meansnot less than three days before the meeting. If such notice is given by letter, it shall be directed to the Trustee at his or her address as it appears on the books of the Corporation, unless there is filed with the Secretary a written request that notices be directed to some other address, in which case it shall be directed to such other address. Notice of any meeting need not be given to any Trustee who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting the lack of notice, either prior thereto or at its commencement.
Section 4. Action Without Meeting. Any action required by law or by these Bylaws to be taken at a meeting of the Trustees, or any action which may properly be taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Trustees then in office. Such consent shall have the same force and effect as a unanimous vote of the Board of Trustees at a duly called meeting thereof, provided that such written consent is inserted in the minutes book.
ARTICLE V, Officers
Section 1. General Provisions. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The President and the Vice President shall be current or former Trustees of the Corporation. Additionally, the officers of the Corporation may include one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Trustees at any meeting shall from time to time determine, and whose duties the Board of Trustees shall have the power to enumerate in a manner not inconsistent with the provisions of applicable law, the Articles of Association, or these Bylaws. The President and Vice President shall be elected every other year at the annual meeting of the Board of Trustees, and they shall hold office for two years and until their successors shall have been elected and shall have qualified. The Secretary and the Treasurer shall be elected annually at the annual meeting of the Board of Trustees and they shall hold office for one year and until their successors shall have been elected and shall have qualified. The offices of the Treasurer and Vice-President shall be elected every other year at the annual meeting of the Board of Trustees. All officers shall hold office at the pleasure of the Board of Trustees, and may be removed by the Board, either with or without cause. A vacancy in any office may be filled by the Board of Trustees at any meeting.
Section 2. Limitation on Consecutive Terms of the President. No person shall serve as President in more than two consecutive terms, nor shall a former President be reelected to serve as President thereafter until after a one year hiatus.
Section 3. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and over its officers, subject, however, to the control of the Board of Trustees. The President shall preside at all meetings of the Board of Trustees at which he or she shall be present. Except as otherwise provided by these Bylaws, or by resolution duly adopted at any meeting, the President shall sign for the Corporation all deeds and any other agreements and formal instruments. The President shall be a member ex officio of the Board of Trustees, if not otherwise a member, and of all committees of the Board, and shall be entitled to be given notice of committee meetings and to attend and vote at such meetings, but the President shall be under no obligation to attend committee meetings and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.
Section 4. Powers and Duties of the Vice President. The Vice President shall be a member ex officio of the Board of Trustees, if not otherwise a member, and shall discharge such functions as may be assigned to him or her by the President, or the Board of Trustees. In the absence or disability of the President, the Vice President shall perform all the duties and exercise all the powers of the President.
Section 5. Powers and Duties of the Secretary. The Secretary shall give or cause to be given, notices of meetings of the Board of Trustees, and shall perform all the duties incident to the office and such other duties as may be prescribed by the Board or the President. The Secretary shall record all votes and proceedings of the Board of Trustees and shall have custody of the corporate seal and records. The Secretary shall, when authorized by the Board, affix the seal and, when so affixed, it shall be attested by his or her signature or, in the Secretary’s absence, by the signature of another authorized officer.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall have custody of all funds and securities of the Corporation, subject to the provisions of the Bylaws, and to such regulations as may from time to time be prescribed by the Board of Trustees. The Treasurer shall deposit the funds of the Corporation in such banks or trust companies as may from time to time be designated by the Board of Trustees, and shall deposit the securities of the Corporation in such vault or vaults or in such other manner including electronic notation as may from time to time be designated by the Board of Trustees. The withdrawal of such funds or securities shall be made only on the signature of the Treasurer or of any other person or persons who are authorized to withdraw funds or securities by the Board of Trustees. The Treasurer shall perform all the duties incident to the proper performance of the office, and such other duties as from time to time may be assigned by the President or the Board of Trustees. The Treasurer shall report to the Trustees at regular and special meetings of the Board of Trustees.
The Treasurer may vote the shares or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any stockholders’ or other consents in respect thereof and has the discretion to delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. The Board, by resolution from time to time, may confer like powers upon any other person or persons.
Section 7. Executive Director. The Board of Trustees may employ an Executive Director who, under the general supervision of the Board of Trustees, to which he or she shall report, shall be responsible for the day-to-day operations of the Corporation and its committees, implementing its policies and managing its programs. The Executive Director shall be a principal spokesperson for the Corporation. He or she shall have full authority to employ, supervise, and terminate personnel for the Corporation.
The Executive Director shall serve at the pleasure of the Board of Trustees. He or she shall have the right to attend all meetings of the Corporation, the Board of Directors, and the Executive Committee that are not declared by the President to be “executive sessions”, but shall not be entitled to vote.
ARTICLE VI, Committees
Section 1. Executive Committee. There shall be an Executive Committee of the Board of Trustees consisting of the President and the Treasurer and not less that three nor more than five members of the Board. The members of the Executive Committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The President shall be Chairman of the Executive Committee. A vacancy in the Executive Committee may be filled by the Board of Trustees at any meeting.
A majority of the Executive Committee shall constitute a quorum for the transaction of business. The Executive Committee shall have all powers of the Board of Trustees when the Board is not in session, except that it shall have no authority as to the following matters:
(a) the election, appointment or removal from office
of any Trustee or officer of the Corporation;
(b) the amendment, alteration or repeal of any
provision of the Bylaws of the Corporation;
(c) the election, appointment or removal of any
member of any committee of the Corporation;
(d) the amendment or restatement, in whole or in
part, of the Articles of Association of the Corporation;
(e) the adoption of a plan of merger or consolidation
of the Corporation with any other corporation;
(f) the authorization of the sale, lease, exchange or
mortgage of all or substantially all of the Corporation’s
property and assets;
(g) the authorization of the voluntary dissolution of
the Corporation or the revocation of proceedings for the
dissolution of the Corporation;
(h) the adoption of any plan of distribution of the
assets of the Corporation; nor
(i) the amendment, alteration, or repeal of any
resolution of the Board of Trustees which by its terms
provides that it shall not be amended, altered, or
repealed by such committee.
The Executive Committee shall report its actions to the Board of Trustees no later than the next meeting of that Board.
Section 2. Finance Committee. There shall be a Finance Committee consisting of not less than three nor more than seven persons, at least three of whom shall be members of the Board of Trustees. The members of the Finance Committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The Chairman of the Finance Committee shall be the Treasurer. A vacancy in the Finance Committee may be filled by the Board of Trustees at any meeting.
The Finance Committee shall assist the Treasurer in overseeing the financial record keeping and recommending changes, when appropriate, to the Board; advise the Treasurer on the investment of the Society’s endowment and other funds, restricted and unrestricted; propose an investment policy statement for adoption by the Board and subsequent changes thereto; assist the Executive Director in the preparation of the annual budget for presentation to the Board; monitor receipts and expenditures during the year on behalf of the officers and the Board for signs that would suggest changes be made in the budget to reduce expenditures to match revenues, and reporting the same to the Executive Director andthe Board.
Section 3. Nominating Committee. The President shall annually appoint a Nominating Committee of three members from among the Trustees whose terms are not expiring. The Nominating Committee shall (1) recommend to the Trustees persons to serve as trustees on an interim basis under Article III, Section 5; (2) recommend to the members persons to serve as trustees for full and remaining terms; and (3) recommend to the Trustees persons to serve as officers for full and interim terms.
Among other matters the Nominating Committee shall consider the skills and interests of continuing Trustees when recommending new trustees, in order that the Board shall have the benefit of a range of expertise among its members.
Section 4. Other Committees. The Board of Trustees may by resolution provide for additional committees to deal with such matters as Long Range Planning, Fundraising, Education and Collections, among other matters, and may delegate to such committees such powers as it shall deem desirable, except the powers set forth in Section 1 hereof under the letters “(a)” through “(i)”.
Article VII, Indemnification
Section 1. General. Except as otherwise specifically prohibited by law, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding, judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
ARTICLE VIII, General Fiscal Provisions
Section 1. Transfer and Assignment of Securities. The Treasurer and another officer of the Corporation or any two persons designated by the Board of Trustees, who shall be members of the finance Committee, shall have authority to execute under seal such form of transfer and assignment as may be customary or necessary to constitute a transfer of stocks, bonds, or other securities standing in the name of or belonging to the Corporation. A corporation or person transferring any such stocks, bonds or other securities pursuant to a form of transfer or assignment so executed shall be fully protected, and shall be under no duty to inquire whether or not the Board of Trustees has taken action in respect thereof.
Section 2. The Board of Trustees shall set an annual rate of disbursement not exceeding 4.5% of the total endowment value. It is recommended that this disbursement not exceed 50% of the total annual operating budget.
The Board of Trustees shall render all possible program development and cost cutting efforts necessary to return endowment withdrawal rates to 4% as established at the endowment’s inception to maintain the integrity of the endowment funds.
This provision shall take effect at the start of the next fiscal year, January 1, 2010.
Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year, and end on the following 31st day of December.
Section 4. Fiscal and Social Policy. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no member, trustee, officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they exist from time to time, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they exist from time to time.
It is the policy of the Corporation to operate without discrimination with respect to race, national origin, religion, age, color, or sex in relation to the services provided by the Corporation and the recruitment, hiring, and retention of employees and serving on the Corporation’s Board of Trustees or committees.
Section 5. Dissolution. A voluntary dissolution of the Corporation shall be carried out in accordance with Subchapter 7 of Title 11 of the Vermont Statutes Annotated or its successor provisions in effect at the time of such voluntary dissolution. Upon the dissolution of the Corporation, or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they exist from time to time. If the membership shall fail to agree upon a governmental or non-profit organization which agrees to carry on as closely as possible the work of the Society, or is unable to locate one, the Society shall apply to the appropriate court of the State of Vermont to decree the net assets of the Society to another entity under the doctrine of “cy pres”.
ARTICLE IX, Seal
The seal of the Corporation shall be circular in form and contain the name of the Corporation, the words “Corporate Seal” and “Vermont” and the year in which the Corporation was formed in the center.
ARTICLE X, Rules of Order
The proceedings of the Corporation and its Board of Trustees shall be governed by Roberts’ Rules of Order
ARTICLE XI, Amendments
Section 1. Amendment of the Articles of Association. The Articles of Association of the Corporation may be amended at any meeting of the members by the affirmative vote of a majority of a quorum, provided that written notice has been sent to each member of the Corporation stating the nature of such proposed action.