Shirley Historical Society Constitution and By-Laws –

Proposed Changes, January 22, 2011

Amendment 1:

To amend Article 2 of the Shirley Historical Society Constitution and Bylaws by striking the word “Object” and replacing it with “Mission.”

Rationale for proposed Amendment:

The term “Mission” is more commonly used in incorporation documents and bylaws for non-profit organizations than “Object”

Article 2. Object Mission

The object mission of the Society shall be to collect and preserve historical relics, books, manuscripts, pamphlets, biographies, and anecdotes; to own property; to promote research into and education about Shirley history; to prepare and present papers on such subjects; and to mount appropriate markers, tablets, or inscriptions at the sites of historical events.

Amendment 2:

To amend Article 4 of the Shirley Historical Society Constitution and Bylaws by striking the existing language detailing the responsibilities of the officers, and replacing the stricken language with new paragraphs describing officers’ duties and responsibilities, as presented below.

Rationale for proposed Amendment:

The proposed amendment simplifies and clarifies officers’ responsibilities in the context of the proposed change in governance, by which the Board of Directors is charged with primary responsibility for day-to-day decision making for the Society.

Article 4. Officers

The officers shall be President, Vice-President, Secretary, and Treasurer. All officers shall be elected for one-year terms at the annual meeting by the membership of the Society, and shall serve no more than four consecutive terms or until a successor is elected. The duties of all officers shall include supporting the work of the Society and encouraging others to join.

The duties of the President shall be to

* Preside over regular meetings, Board meetings, and special meetings

* Appoint members to committees

* Be an ex-officio member of all Society committees

* Promote fund raising projects and appoint workers to carry them out

* Represent the Society at public functions

* Check with the Curator twice a month regarding mail and current issues

* Coordinate information for semi-annual newsletters

* Appoint a Nominating Committee

* Chair the Development Committee

The duties of the President shall be to

* Preside over meetings, Board meetings, and special meetings

* Appoint members to committees

* Be an ex-officio member of all Society committees

* Promote fund-raising projects and appoint workers to carry them out

* Represent the Society at public functions

* Check with the Curator twice a month regarding mail and current issues

* Coordinate information for semi-annual newsletters

* Appoint a Nominating Committee

* Chair the Development Committee

The duties of the Vice-President shall be to

* Preside over meetings in the absence of the President

* Serve as chairman of the Program Committee

* Produce the annual program brochure

* Represent the Society at public functions at the request of the President

The duties of the Secretary shall be to

* Take minutes at meetings

* Write thank you notes for donations of money and artifacts

* Check with the Curator twice a month for mail

The duties of the Treasurer shall be to

* Check with Curator twice a month to get bills and deposits

* Pay regular monthly bills upon receipt of written requests

* Get approval from Board of Directors for special purchases in excess of $200 and from the Society for special purchases over $500

* Maintain records of receipts and bills paid

* Maintain list of paid members

* Give current copy of paid membership list to Membership Chairman

* Notify the Board of budget problems

* Report to the Society at regular meetings

* Prepare annual reports as required by the state

The President shall be the chief executive officer of the corporation and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the corporation. The President shall preside at all meetings of the Directors and the membership, except as the Directors otherwise determine. The President shall appoint members to committees and be an ex officio member of all committees.

The Vice President shall serve as President in the absence of the President.

The Secretary shall record and maintain records of all proceedings of the Directors, and of the annual membership meeting, in a book or series of books kept for that purpose, which book or series of books shall be shall be kept within the Commonwealth at the principal office of the corporation or at the office of its Secretary or its resident agent and shall be open at all reasonable times to the inspection of any member of Director. Such book or books shall also contain attested copies of the articles of organization and by-laws and names and addresses of all members and Directors. If the Secretary is absent from any meeting of members or Directors, a Temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at that meeting.

The Treasurer shall be the chief financial and accounting officer of the corporation. He or she shall be in charge of its financial affairs and funds and also be in charge of the corporate books of account and accounting records and procedures. All financial records and books of financial accounting shall be kept within the Commonwealth at the principal office of the corporation or at the office of its Treasurer or its resident agent and shall be open at all reasonable times to the inspection of any member or Director.

Amendment 3:

To amend Article 5 of the Shirley Historical Society Constitution and Bylaws by striking the Article in its entirety and replacing it with language specifying the duties of the Board Audit Committee, as presented below.

Rationale for proposed Amendment:

The proposed change places responsibility for audits with the Board rather than with the annual meeting.

Article 5. Audit

The Auditor will be elected annually by the membership of the Society at the annual meeting.

The duties of the Auditor shall be to

* Check the treasurers records at the end of the fiscal year or at any other time if requested by the Board

The Audit Committee of the Board of Directors shall be responsible for conducting an annual independent review of the Treasurer’s financial and accounting records.

Amendment 4:

To amend Article 7 of the Shirley Historical Society Constitution and Bylaws by

striking the language detailing the specific responsibilities of the Curator and adding language to the first sentence providing that the Board will define the Curator’s duties and responsibilities.

Rationale for proposed Amendment:

Detailed specifications for the Curator’s responsibilities are more appropriately located in an Operations Manual than in the Constitution and Bylaws. The proposed amendment also provides for greater flexibility in determining the Curator’s duties at a given time.

[Recommendation: that the Board of Directors, Curator, and volunteer(s) develop an Operations Manual and incorporate the stricken language, with appropriate amendments, into an Operations Manual for the Society.]

Article 7. Curator

The Curator shall be appointed by the Board of Directors for a term as designated by the Directors, and shall have such powers and duties as may be determined by the Directors.

The duties of the Curator shall be to

* Handle the mail

* Open the Museum at agreed hours

* Prepare displays for the Museum

* Answer requests for research information as time allows

* Accept gifts on behalf of the Society

* Accession new artifacts

* Care for the museum collections

* Represent the Society at the request of the President

* Get permission from the Board Of Directors for expenditures over $200

* Coordinate work of museum volunteers

Amendment 5:

To amend Article 8 of the Shirley Historical Society Constitution and Bylaws by

[a] striking the first sentence and replacing it with the following language:

The Board of Directors shall consist of a minimum of five members, consisting of the four (4) officers of the Society and a minimum of one member-at-large to be elected by the membership of the Society at the annual meeting. At the annual meeting, the membership shall fix the maximum number of directors for the year.

[b[ striking the words “meet at the call of the President or any three Board members” from sentence 5 and replace with the following language: “conduct the Society’s business and shall meet at a minimum of four times per year. Board meetings are open to members, and notice of the date and time of face-to-face meetings shall be posted on the Society’s website. The President or any three members may call a meeting of the Board.”

[c] striking the words “five (5)” from sentence 6 and rewording the end of the sentence as follows: “a majority of the Directors currently serving.”

[d] making the following changes to the duties of the Board of Directors:

· add “at the annual membership meeting” at the end of line 2

· strike “that occurs between regular meetings” after “Society Business” in line 3

· Revise line 7 to read “Develop and Aapprove policies as necessary and appropriate”

· Add a new line 10, reading “Adopt necessary changes to these Bylaws during the year, according to Article 11, Amendments”

Rationale for proposed Amendment:

[a] change the number of Board members from nine (9) to a minimum of five (5),with the maximum to be determined by the membership annually. In recent years, it has been difficult to find nine (9) people willing to serve on the Board. In the coming year and in the future, the Board is confident that there will be increased interest in serving the Society. The proposed change in Board size provides flexibility over time, and allows more interested individuals to become part of the Board readily without having to wait until a slot becomes available. With delegation of management of the Society’s day-to-day business to the Board of Directors, the Board needs more active participation in its activities. It is recommended that the Board be open to up to 13 members, in order to allow for active engagement of a greater number of interested individuals, as available.

[b-d] Under the existing management structure of the Society, the membership is responsible for decisions about the day-to-day running of the organization, including expenditures, building maintenance, hiring, and policy decisions. Membership attendance at bimonthly meetings has become increasingly low, and usually there is not a quorum present of members present to allow a vote. In addition, often decisions need to be made in a more timely manner than is possible with bi-monthly membership meetings. Therefore, the Board is recommending that the Society change its governance to one that places management responsibilities on the Board of Directors. The membership retains the ability to address or rescind Board decisions, either at the annual membership meeting, or through a special membership meeting that may be called as provided in Article 8.

Article 8. Board of Directors

The Board of Directors shall consist of of nine (9) members, consisting of the four (4) officers of the Society, and five (5 members-at-large to be elected by the membership of the Society at the annual meeting. The Board of Directors shall consist of a minimum of five members, consisting of the four (4) officers of the Society and a minimum of one member-at-large to be elected by the membership of the Society at the annual meeting. At the annual meeting, the membership shall fix the maximum number of directors for the year. All shall be voting members. The Curator shall be an ex officio member of the Board but will not be a voting member. The Board shall meet at the call of the President or any three Board members conduct the Society’s business and shall meet at a minimum of four times per year. Board meetings are open to members, and notice of the date and time of face-to-face meetings shall be posted on the Society’s website. The President or any three members may call a meeting of the Board. In case of emergency expenditure or decision, any officer may conduct a telephone poll of the Board and get the approval of at least five (5) a majority of the Directors currently serving.

The duties of the Board of Directors shall be to

* Oversee the business of the Society

* Present budget recommendations to the Society at the annual membership meeting

* Conduct necessary Society business that occurs between regular meetings

* Fill any vacancy that may occur among the Officers or Board of Directors for the remainder of the year

* Evaluate and recommend fund-raising projects to the Society

* Evaluate and recommend major building-related projects to the Society

* Develop and Aapprove policies as necessary and appropriate

* Grant permission for use of the Museum building for appropriate purposes, having the option of charging an appropriate fee

* Develop long-range goals for the Society

* Adopt necessary changes to these Bylaws during the year, according to Article 11, Amendments

* Unless otherwise stated in these Bylaws, all decisions by the Board of Directors shall be by majority vote.

Amendment 6:

To amend Article 9 of the Shirley Historical Society Constitution and Bylaws by

Rewording the first sentence to read: “The annual meeting of the Society shall be held the second Friday in November of each year, or on such other date in November as may be designated by the Board of Directors.”

Rationale for proposed Amendment:

This amendment provides for flexibility in determining the date of the annual membership meeting, allowing the Board to take into account financial considerations, conflicts with other organizations’ meetings, and other factors.

Article 9. Meetings

The annual meeting of the Society shall be the second Friday evening in November, or on such other date in November as may be designated by the Board of Directors. Special meetings may be called by the President or by any four (4) Directors or by ten (10) members. Ten (10) days written notice must be given for a special meeting.

Amendment 7.

Strike Article 10, Dues, in its entirety.

Rationale for Amendment:

Dues structure should be determined as part of annual budget and operations planning process, and not as part of Constitution and Bylaws.

Article 10. Dues

Dues shall be - Student (up to age 18): $10.00; Senior (age 62 and above): $10.00; Individual: $20.00; Family: $35.00; Contributing: $50.00; Corporate: $100.00

Amendment 8:

To amend Article 12 of the Shirley Historical Society Constitution and Bylaws by [a] renumbering it as Article 11, and [b] striking the words “five (5)” at the end of the sentence, and replacing them with “three (3).”

Rationale for proposed Amendment:

[a] Renumbering is necessary as result of deleting Article 10;

[b] With a Board membership fluctuating in recent years to as few as five members, having a quorum of five makes it difficult to carry out business. This change allows the Board to carry out business without all members being present, if necessary.

Article 12 11. Quorum

A quorum of the Society shall be fifteen (15) to conduct any business related to the Society; and a quorum of the Board of Directors shall be three (3).