MATTAPOISETT HISTORICAL SOCIETY, INC.
BY-LAWS (1996, revised September 2002, revised April 2014) Proposed Changes (Meeting date, May 4, 2 pm)
ARTICLE I. Name and Purpose
The name of this Society shall be the Mattapoisett Historical Society, Inc.
The purpose of this Society shall be:
To create and foster an interest in the history, settlement, and development of the Town of Mattapoisett and its surrounding geographic area;
To establish and maintain buildings and/or museums to hold and display such historical materials as the Society may from time to time have in its custody;
To promote historical research; and
To serve the community by initiating and encouraging educational or cultural activities.
ARTICLE II. Seal and Fiscal Membership Year
The seal of the Society shall be determined by the Board of Directors and shall contain the inscription “Mattapoisett Historical Society.”
The Society’s membership year shall begin on July first and terminate twelve (12) months later on June thirtieth (30). The Society’s fiscal year shall begin on January first and terminate twelve (12) months later on December thirty-first (31).
ARTICLE III. Officers, Directors, and Board of Directors
The officers of this Society shall be a President, a Vice-President, a Secretary, and a Treasurer.
The officers shall be elected at the annual meeting of the Society to serve for a term of two years. No officer shall serve more than three successive terms unless as provided in Article XI.
The Society shall elect at least five directors. The directors shall be elected for three-year terms.
The Board or membership may request an accountant to prepare compiled financial statements of the Society as needed by a majority vote of the Board or a quorum of the membership.
The duly elected officers and directors collectively shall constitute the Board of Directors. ARTICLE IV. Nomination and Election of Officers and Directors
During the month of July each year the President shall appoint three members to be a Nominating Committee which shall report at the Annual Meeting submitting a list of persons to serve as officers and directors for the ensuing year.
In the event the President is unable to fulfill his or her duties, it shall be the duty of the Board of Directors to appoint the Nominating Committee.
Nominations for any office may be made by any member present at the Annual Meeting, provided such nominations are duly seconded by at least two other members. If there is no contest for any office, the Secretary may be instructed to cast one ballet. If there is a contest, the vote shall be taken by written ballot.
A majority of voting members present shall be required to elect.
ARTICLE V. Powers and Duties of Officers
The President shall preside at all meetings of the Society. In his or her absence, the Vice President shall preside. In the absence of both, the members shall choose a presiding officer for that meeting, provided a quorum is present.
The President shall appoint members of the Nominating Committee and members of the Finance Committee as prescribed by these by-laws.
The President may call special meetings of the Society at any time and shall call the Annual Meeting of the Society as herein provided.
The Vice-President shall assume the duties of the President in the absence of the President or the inability of the President to carry out his or her duties.
The Secretary shall:
Attend and record the action of all meetings of the Society; Notify all members and
officers of their election;
Keep a complete and accurate record of the By-laws of the Society and amendments
The Treasurer shall:
Receive all fees, receipts of sales, and other income and shall deposit said income in the name of the Mattapoisett Historical Society, Inc. in a bank or banks approved by the Finance Committee;
Pay all bills against the Society approved according to such proceedings as shall be established by the Board of Directors;
Collect annual membership dues and keep accurate books of account;
Provide the Society at each Annual Meeting with a statement of its financial condition;
Provide the Board of Directors with a report on the finances of the Society at each
regular meeting, and
Have the authority to endorse, in the name of the Mattapoisett Historical Society, Inc.
all checks and other negotiable instruments.
ARTICLE VI. Powers and Duties of the Board of Directors
The Board of Directors shall:
Meet monthly unless otherwise determined by the Board of Directors. Special meetings may
be called at any time by the President or by four members of the Board of Directors upon notice. Such notice may be given by mail, phone, or email or in person forty-eight (48) hours prior to the date of such meeting, and the Board may waive such notice in writing before or after such meeting. A quorum shall consist of at least five members,
Appoint a member or members to a vacancy or vacancies should any office become vacant. Such appointees shall serve until the next Annual Meeting when a replacement or replacements shall be elected,
Have the general custody and control of all property, real and personal, tangible and intangible of the Society,
Have the authority and responsibility to decide the general policies and plans of the Society,
Determine the acceptance or rejection of any gift of property, or bequest to the Society.
Have the power from time to time to appoint or employ such person or persons to perform
such services, with or without compensation and for such periods of time as may be required, as the Board deems necessary in connection with any building, museum, collection or site the Society may have.
Have the authority to appoint such committees as it may determine to be necessary. Such committees shall perform such functions as the Board may determine and shall serve at the pleasure of the Board;
Determine the dues required of the membership of the Society and shall notify the membership at least thirty days before any proposed changes shall go into effect. Such powers shall not preclude any member of the Society from proposing changes in dues at any regular or special meeting of the Society.
Require a bond of the Treasurer and fix the amount thereof. The cost of such bond shall be paid by the Society.
2. The Board of Directors may:
Appoint assistant secretaries or assistant treasurers from time to time as may be required, to serve for one year.
Delegate to the Finance Committee the duty of investing funds of the Society and may make such other arrangements with the banks of trust companies for the care, custody, or investments of the funds or other property of the Society.
On behalf of the corporation, sell, convey or lease to such persons or organizations, and upon such terms, as the Board may determine, any real estate or real property in which the Society has any interest except that no such action may be taken by the Board without concurrence of the Finance Committee. All deeds, bills of sale, leases, or instruments or conveyances shall be signed, sealed, and acknowledged in the name of the Society by its President and Treasurer, or by such other officer or officers as may be designated by the Board.
Elect as Honorary Members, persons who have rendered distinguished service to the Society, or others whose membership would benefit the Society.
ARTICLE VII. Finance Committee
The Finance Committee shall be composed of the Treasurer, two members of the Society who are not members of the Board of Directors, and the President ex officio without a vote.
At the first meeting of the Board of Directors following each annual meeting, the President shall appoint two members of the Society, not members of the Board of Directors, to serve on the Finance Committee until the next meeting of the Board of Directors following the annual meeting.
The Finance Committee shall:
Have charge of the permanent funds of the Society and shall select a bank or banks which shall be custodian of all or such portion of the permanent funds of the Society as the Finance Committee shall determine, and shall have full authority to make such arrangements in connection therewith as it may deem best;
Have the power to combine all or any portion of the permanent funds of the Society into one fund for the purposes of investment subject to confirmation by the Board of Directors.
ARTICLE VIII. Membership, Dues and Privileges A. Types of Membership
There shall be the following types of memberships:
Annual – individual
Annual – Family (couples and children under 18)
Life – individual
Life – Family (couples/2 adults, same household)
Senior/Student/ Military personnel
Proposals establishing dues or changes in dues shall be submitted to the membership by the Board of Directors at least thirty days prior to such changes going into effect.
Said proposals shall be decided by a majority vote of the members present at the meeting called for such purpose. Changes in dues may be proposed by any member at any regular meeting, or special meeting called for such purpose and shall be decided by a majority vote of the members present at said meeting.
All dues for the membership year are payable before July first and become delinquent if not paid by the subsequent October first. New members admitted after January 1st shall pay prorated membership dues. Privileges:
All adult members (16 years of age or older) except members who are delinquent shall be entitled to vote at any and all meetings of the Society. A member’s voting privilege must be exercised personally by the member at the meeting or by written proxy vote if authorized by and upon such terms as the Board of Directors shall determine.
Members may visit the museum as often as they wish with no payment or admission charge. ARTICLE IX. Meetings of the Society
The annual meeting of the Society shall be held at the call of the President and/or the Board of Directors.
Special meetings of the Society may be called at any time by order of the President and/or the Board of Directors, or upon petition in writing to the Secretary by at least ten members of the Society.
Meetings of the Society shall be called by the Secretary or the President and/or the Board of Directors by mail, email, or telephone a notice to all members at least seven (7) days prior to the meeting.
A quorum at meetings of the Society shall consist of not less than twenty one (21) members. ARTICLE X. Vacancies
Vacancies in any of the offices of the Society may be filled or declared at any meeting of the Board of Directors, provided at least five members of the Board vote in the affirmative, and provided due notice of the action to be considered is given in the call for the meeting, which shall be mailed, emailed, or communicated by telephone at least seven (7) days before said meeting to each member of the Board of Directors.
ARTICLE XI. Extended Terms
An extended term for any officer may be declared at any meeting of the Board of Directors provided at least seven (7) members of the Board vote in the affirmative. The name(s) of such officer(s) to have their terms extended shall be given to the Nominating Committee to be placed on the slate of officers for the ensuing year. At the Annual Meeting, said slate to be voted by the membership.
ARTICLE XII. Personal Liability, Indemnification
The members, Directors and officers of the Society shall not be personally liable for any debt, liability or obligation of the Society. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Society, may look only to the funds and property of the Society for the payment of any debts, damages, judgment or decree or for any money that may otherwise become due or payable to them from the Society.
No officer or director shall be personally liable to the Society or to its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability, provided, however, that to the extent provided by applicable law, this provision shall not eliminate the liability of any officer or director (a) for any breach of the officer’s or director’s duty of loyalty to the Society or to its members, (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law or (c) for any transaction from which the officer or director derived an improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision shall apply to or have any effect on the liability of alleged liability of any officer or director for or with respect to any acts or omission of such officer or director occurring prior to such amendment or repeal.
Each director, officer, employee or other agent of the Society, shall be indemnified by the Society against any cost, expense (including attorney’s fees), judgment, liability, and /or amount paid in settlement reasonably incurred by or imposed upon him in connection with any action, suit or proceeding (including any proceedings before any administrative or legislative body or agency), to which he may be made party or otherwise involved or with which he shall be threatened, by reason of his being, or related to his status as a director, officer, employee or other agent of the Society (whether or he not continues to be an officer, director, employee or other agent of the Society), unless such indemnification is prohibited by Chapter 180 of the General Laws of the Commonwealth of Massachusetts. The foregoing right of indemnification shall be in addition to any rights to which any such person may otherwise be entitled and shall inure to the benefit of the executors or administrators of each such person. The Society may pay the expenses incurred by any such person in defending civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by such person to repay such payment if it is determined that such person is not entitled to indemnification here under. This section shall be subject to amendment or repeal only by the action of the members of the Society.
The Board of Directors may, without member approval, authorize the Society to enter into agreements, including any amendments or modifications thereto, with any of its directors, officers or other persons described herein providing for indemnification of such persons to the maximum extent permitted under application law and the Society’s Articles of Organization and By-laws.
ARTICLE XII. Removal from Office
Any officer or director of the Society may be removed from office at any regular or special meeting of the Society upon duly seconded motion requiring an affirmative vote and a two- thirds majority of the voting members present affirming such a motion. Notice of said action for removal shall be provided to the membership thirty (30) days prior the meeting at which the proposed removal shall be considered. An officer or director may be removed with cause only after reasonable notice and opportunity to be heard.
ARTICLE IX. Amendments, Additions, or Repeals of the By-laws
Amendments to, additions to, or repeals of the By-laws may be made at any meeting of the Society, providing notice of the proposed action has been submitted to the membership in writing at least thirty (30) days prior to a scheduled meeting for such purpose. A two-thirds vote of voting members present is required to amend.
1996 Edition of By-laws Revised September 2002 Revised April 2014