Sanbornton Historical Society
Bylaws
ARTICLE
The name of this organization shall be the Sanbornton
Historical Society. The Society is incorporated as a
non-profit organization under the laws of the State of
ARTICLE II. PURPOSES
The purposes for which the Society is
formed are the following:
1. To promote and inculcate an interest in and an
understanding of the history and development of the Town of
2. To collect and preserve historical and educational
material, including antiques, histories, genealogies, directories, newspapers,
manuscripts, pamphlets, diaries, letters, account books, charts, maps,
documents and whatever may relate to the life, conditions and activities of the
past and present of the Town of Sanbornton, including the original land grant.
3. To organize and preserve such historical and educational
material, and so far as practicable, to make such material available for
examination and study for those who may so desire, particularly the inhabitants
of the Town of
4. To locate, preserve, and mark historical sites and places
of public interest in the Town of
5. To disseminate historical information and arouse interest
in the history, culture and development of New Hampshire and particularly the
Town of Sanbornton, by publication of historical articles and by holding public
meetings and assemblies for historical and related purposes.
6. To promote the sense of community, as
well as the historical and rural character of Sanbornton.
ARTICLE
The fiscal year will run from January 1 through December 31.
Terms of appointments and elected offices shall correspond to the same.
ARTICLE IV. MEMBERSHIP
The society shall consist of regular, life and honorary memberships.
1. Membership is open, upon payment of dues, to any
individual or institution concerned with or interested in the purposes of the
Society.
2. The Governing Board shall have the right and power
to determine and recommend the dues structure for final approval by the
membership. The dues structure will be published in the program book and on the Society web
site. On an emergency or out-of-cycle
basis, the Governing Board may raise the regular membership dues for a one year period, without approval by the membership,
provided that raise does not exceed 50% for the existing dues structure. At the next scheduled annual meeting, after
such a raise, the membership will vote to retain the raised regular membership dues
structure for the succeeding years.
3. Dues shall be payable on admission and thereafter on
January 1 for the coming year.
4. Honorary membership may be conferred upon a person who
has rendered an outstanding service or contribution to the Society and shall be
by majority vote of the members present at the meeting at which the person's name is submitted by the Governing Board. Honorary
members shall pay no dues.
5. Life and honorary members shall have all the privileges
of the Society and all the rights of voting and holding office.
6. Members who chose to make monetary donations for on-going
restorations and programs in excess of regular or lifetime membership dues shall be recognized with mention in the annual membership
booklet based upon the following three levels of giving:
Trail Blazer Path Finder Voyager
$1 to $49 $50 to $99 $100
and up
ARTICLE V. OFFICERS
1. Management of the Society shall be
vested in a Governing Board consisting of five officers, four
directors, and the immediate past president of the Society. The officers
shall be a president, a vice president, a recording secretary, a corresponding
secretary and a treasurer.
2. Officers shall be elected for
terms of one year each at the annual meeting by quorum vote. Officers shall
serve no more than four consecutive terms in one office and are eligible for
re-election after expiration of one year since their last term of office.
3. Directors shall be elected for a
three-year term; one new director shall be elected each year. A director is
eligible for re-election after expiration of one year since his/her last term
of office.
4. A Nominating Committee shall be
appointed by the Governing Board at least sixty days prior to the annual
meeting.
5. The Governing Board shall be empowered to extend the term
of an individual currently in office when this extension is in the best
interest of the Historical Society.
6. If for whatever reason a member of the Governing Board
does not complete his/her term of office, upon his/her resignation, the Board
shall appoint a successor to serve the resigned member’s unexpired term of
office.
7. Each Director shall and each Governing Board member may
serve as a liaison to at least one committee of the Society.
8. Governing Board members shall be
expected to attend as many meetings of the Board and of the Society as
possible.
9. The Board shall have the authority to transact all
business that comes before the Society relating to control and management of
property, affairs, activities, and funds of the Society. The Board shall
determine all policies of administration and operation of the Society, and
shall assume responsibility for all its funds and financial transactions.
Decisions of major importance, including all financial expenditures exceeding
$500.00 shall be referred to the membership at regular
or special meetings for approval. In case of emergency, the Board is empowered to
spend the funds necessary to deal with the situation.
10. All Board members are charged
with upholding the purposes of the Society as stated in Article II above.
11. Meetings of the Governing Board are open to the
membership. Only Board members shall make motions, vote and otherwise
participate in official policy making. The president shall have the authority
to call or cancel meetings of the Board.
12. The Governing Board shall be responsible for a biennial
review of the bylaws. The bylaws may be written, amended, altered or repealed
at any meeting of the Society. Members shall be notified
by mail postmarked 30 days prior to any meeting at which updates to the bylaws
will be considered. (See Article VIII, No.5)
13. An elected or appointed member of the Governing Board may be removed from office for cause. “Cause” shall include, without limitation,
failure to perform the duties of their office, failure without excuse to attend
board meetings or act in such a way as to injure the Society’s reputation or
hamper its work. Any member of the
governing Board may file written charges against any elected or appointed
member of the Governing Board, specifying the grounds for removal from
office. The Governing board shall hold a
hearing about the charges. The President
shall give thirty (30) days written notice, delivered in person or sent by
certified mail, to such member, specifying the time and place of the hearing
and the charges. The charged member is
entitled to be present at the hearing, to be represented
by counsel and to present their defense.
The charged member is not entitled to be present during the Governing
board’s deliberations or to vote. If the
Governing board determines, by two-third (2/3) vote of those present that cause
for removal exists, the charged member shall be removed
from office effective immediately upon notice.
ARTICLE VI. DUTIES OF
OFFICERS
The President shall:
1. Preside at all meetings of the Board and of the Society.
2. Be the second signatory for the Society's financial accounts.
The President will have the capability to review the financial accounts on
paper and/or on-line. Be the second
signatory for the Society's safe-deposit box.
The President may delegate the second signatory duty for the Society's
safe-deposit box to the Vice-President.
3. Write the annual letter.
4. In conjunction with the Governing Board, be responsible
for program planning and finding hosts and hostesses
for each program.
5. Serve on the Financial Oversight Committee. Review and initial the annual report prior to
submission to the State of New Hampshire Department of Justice, Division of
Charitable Trusts.
The Vice President shall:
1. Assume the duties and the authority of the President in
his/her absence.
2. Be responsible for news releases
and other publicity of Society meetings and activities.
3. See that each new Board member receives an orientation
before he/she takes office. The orientation is to include a tour of the Lane
Tavern, a history of the Sanbornton Historical Society, a copy of the current
bylaws, a copy of the Conflict of Interest Policy Statement and copies of the
minutes of all Board and Membership meetings of the current year just ending.
4. Be the tertiary
signatory for the Society's financial accounts. The Vice-President will have
the capability to review the financial accounts on paper and/or on-line. Be the delegated signatory for the Society's
safe-deposit box.
The Recording Secretary shall:
1. Keep full records of all meetings of the Governing Board
and of the Society.
2. Read or otherwise make accessible to the membership the
minutes of the previous membership meetings.
3. Send minutes of previous Board meetings and notices of
upcoming Board meetings to all Board members.
4. Assume the duties of the Corresponding Secretary in
his/her temporary absence.
5. Be responsible for reporting any
amendments to the bylaws to the Attorney General (Attorney General's Office,
Division of Charitable Trusts,
The Corresponding Secretary shall:
1. Be responsible for all mail delivered to the Society at its
current P.O. Box in Sanbornton, NH 03269; and distribute or handle that mail or
confer with the President as appropriate.
2. Conduct specific correspondence of the Society at the
request of the President and of the Board.
3. Write acknowledgments of all donations to the Society's
collections and of deaths of members and notes of appreciation to Program
Speakers.
4. Keep a scrapbook of news clippings or copies of new items
of historical significance to the Town of
5. Assume the duties of the Recording Secretary in his/her
temporary absence.
6. Be responsible for mailing all
official notices to the membership, including the annual letter and directory
and proposed amendments to the bylaws.
7. Mail the annual letter and directory to the New Hampshire
Historical Society and other local organizations.
8. Collect the membership dues and donations delivered to
the Society at its current P.O. Box.
Record such information before passing the dues and donations to the
Treasurer for action. Work with the
Treasurer to keep membership dues and donations information current. Collect any financial mailings and pass them
to the Treasurer for action.
The Treasurer shall:
1. Keep an accurate record of all monies received and
disbursed by the Society.
2. Be responsible for all bank
deposits and investments in the name of the Society and pay all the Society's
bills and be the first signatory for the Society's safe deposit box.
3. Collect and record all membership dues.
4. Provide all new member contact information to the Membership Committee.
5. Inform Corresponding Secretary of all donations received,
all changes of address, and the names and addresses of new members.
6. Read or otherwise make accessible monthly accounts at
regular membership meetings of the Society.
Read or otherwise make accessible monthly accounts (to include all
income, expenses, bank statements and checkbook registers since the last
meeting) at regular Governing board meetings of the Society.
7. Submit an annual financial statement to be included in
the annual letter to the membership.
8. Present honoraria to program speakers.
9. File annually with the State of New Hampshire Department
of Justice, Division of Charitable Trusts.
The Governing board will review the report prior to filing and include a
copy in the board minutes.
10. Prepare an annual budget and prior/current year cash
flow analysis for the Governing Board’s discussion and approval at the first
board meeting of the fiscal year.
11. Serve on the Financial Oversight Committee.
ARTICLE
1. All committees shall actively uphold the purposes of the
Society as stated in Article II. Committee chairs shall be
appointed by the Board or selected by the Committee members.
2. Committees may make reports of proposed or on-going
activities to the Board and to the membership, with prior knowledge of the
President; shall submit an annual report to the President at the end of the
fiscal year, to be included in the annual letter to members.
3. The Building Committee shall be
responsible for capital improvement to and maintenance of Lane Tavern and the
Garage, according to guidelines of proper historic preservation as described by
the U.S. Department of the Interior; shall be responsible for seasonal
operation of Lane Tavern, including fireplaces, water, plumbing, basement
ventilation and any other considerations or contingencies yet unforeseen; shall
be responsible with the Tavern Uses Committee for the cleaning of the Tavern as
is necessary seasonally, or before and after special events; shall be
responsible with the President for the preparation of the Tavern for general
meetings.
4. The Collections Committee shall be responsible for
the preservation of the collections and for the exhibition of articles of
significance to the Town of
5. The Education Committee shall be responsible for
school tours of Lane Tavern, its grounds and collections; and for any other
educational or outreach programs of its own design that are of historical
significance to the Town of
6. The Grounds and Landscape Committee shall be
responsible for annual and perennial beautification and maintenance of gardens
and grounds owned by the Society, including the brick walls at the front and
side of the Tavern.
7. The Tavern Uses Committee shall
write a policy statement, including a fee schedule to be reviewed by the
Governing Board periodically; shall be responsible for scheduling events other
than Society activities to take place at Lane Tavern, making the contract for
such an event, and opening and closing the Tavern for such an event; shall
communicate with the Buildings Committee on any such scheduled event
immediately upon receiving the request for same.
8. The Farmers' Market Committee shall plan and
operate the farmers' market on the grounds of the Society. This Committee may
develop market guidelines, elect an advisory board, schedule meetings
and receive and disburse monies. The Farmers' Market Committee shall
recommend a director to the Governing Board for a three-year term, submit
monthly financial data to the Society Treasurer, assist in the maintenance and
upkeep of any grounds and buildings used by the market and assist other
committees as required. All farmers' market members and vendors shall become
members of the Society.
9. The Nominating Committee shall consist of one
member of the current Governing Board, one past president of the Society and
one member of the Society. This Committee shall present a slate of officers and
directors for the coming year at the annual meeting, for election by the
membership. This Committee shall be dissolved after
the annual meeting.
10.
The Membership Committee shall send to each new member a welcome note, a
membership book, the annual letter and a link to the Society’s web site. The
Committee shall send a note to all visitors who sign the visitor’s book in the
Lane Tavern. The membership committee will provide recommendations to the Board
regarding ways and means in which the Society can increase and strengthen its annual
membership.
11.
The Financial Oversight Committee (FOC) made up of the President,
Treasurer, and one at large board member, (past president or other) and one
reviewer. The FOC will make recommendations on managing the Society’s funds.
The FOC will conduct an annual in-house financial review within two months of
the close of the fiscal year (1 January-31 December). The treasurer for that
fiscal year will participate in the review. The Society’s annual report shall
contain a statement regarding the results of the annual in-house review. The
FOC will provide analysis and insights into the financial wellbeing of the
organization and make recommendations regarding any modifications needed to
annual budgets, membership rates, cash flow management, and fund raising
requirements.
12.
The Fund Raising Committee shall consist of one Board member and two members
at large. It will develop strategies for fund raising and ideas for fund
raising events and present these to the Board at a minimum at the March meeting
each year with estimates on how much money can be received (net income). They will also consider:
planned giving, grant opportunities; and other longer term fund raising
methodologies. Their recommendations will be reviewed by the
Board who will decide how to implement them.
13. Special Ad Hoc Committees may be appointed by the Board
as necessary.
ARTICLE VIII. MEETINGS
1. All meetings of the Society shall be
governed by Roberts' Rules of Order.
2. Fifteen members present shall constitute a quorum for the
conducting of official business at membership meetings; four voting members,
plus the presiding officer, will constitute a quorum for conducting official
business at Board meetings.
3. Regular meetings of the Society shall
be held on the first Wednesday of the month, April through October; the
Board may change meeting dates if necessary.
4. The annual meeting of the Society shall
be held on the first Wednesday in October for the election of officers
and for the transaction of other business as may come before it. Nominees for officers and directors shall be presented by the
Nominating Committee, and nominations may be made from the floor as
well.
5. Special meetings of the Society may be
called by the president, by a majority of the Board, or by written request
of ten members of the Society. Members shall be notified
by mail postmarked 30 days prior to any meeting at which action on special
items may be required. No other business shall be included in the notice.
6. Notices of regular meetings, the annual meeting, and
special events shall be mailed to members in the form
of an annual directory, postmarked 30 days prior to the first meeting of the
fiscal year.
ARTICLE IX. CONFLICT OF
INTEREST POLICY
Any possible conflict of interest on the part of any member
of the Board shall be disclosed in writing to the Board and made a matter of
record at the Annual Meeting of the Society and also
when the interest involves a specific matter before the Board. Where a
transaction involving a Board member exceeds five hundred dollars ($500) but is
less than five thousand dollars ($5000). a two-thirds
vote of the disinterested Board members is required. Where a transaction
involving a Board member exceeds five thousand dollars ($5000) in a fiscal
year, then a two-thirds vote of the disinterested Board members and publication
in the
Every new member of the Board of the Sanbornton Historical
Society wll1 be advised of this policy upon assuming the duties of his or her
office, and shall sign a statement acknowledging understanding of and agreement
to this policy. The Board of the Sanbornton Historical Society will comply with
all requirements of
Revised and Amended