SHARON HISTORICAL SOCIETY, INC. BYLAWS
As ratified on June 8, 2023. Articles of Organization adopted Sept. 9, 1982. Bylaws last amended June 19, 2016.
Article I: Name.
The corporate name shall be the Sharon Historical Society, Incorporated.
Article II. Location and Purpose.
The Society is a non-profit organization based in Sharon, Massachusetts. Its purposes are to promote the research, study, dissemination, discussion, publication and recording of the history of the town of Sharon, Massachusetts, as stated in its Articles of Organization; and to serve the community by fostering understanding and appreciation of that shared and ongoing history.
The Society shall be bound by the provisions of its Articles of Organization and the laws of the Commonwealth of Massachusetts.
Article III. Membership
Membership in the Society is open to interested persons regardless of race, religion, gender, ethnicity, or place of residence.
Members may join by enrolling and maintain membership by paying dues.
Members who fail to pay dues in a timely fashion may, at the option of the Board of Directors, be removed from membership.
Article IV. Meetings of the Society
The Society shall hold four regular quarterly membership meetings, in March, June, September and December in each year, or as otherwise scheduled by the Board of Directors. Notice of each meeting shall be given to the members through the Newsletter, email, and/or other effective means at least ten (10) days before the date of the meeting. Where several members are in one household, one (1) notice shall be sufficient for the household. The meetings may be held in Sharon, Massachusetts, or elsewhere as deemed appropriate by the Board of Directors.
A quorum of a meeting of the Society shall consist of twenty (20) members, and is required in order to conduct any official business, with a larger quorum required for amendment of bylaws. (See Article VI)
All business meetings will be conducted according to standard rules of democratic procedure as agreed upon by the meeting.
An Annual Meeting of the Society shall be held each year on the first Thursday in June or other date as determined by the Board of Directors.
Reports shall be presented by the officers, and by committee chairs as appropriate, to the Annual Meeting of the Society.
The Society’s fiscal year shall be the calendar year
Article V. Governance
1. Election of Officers and Board of Directors
There shall be a Board of Directors of no fewer than eleven (11) and no more than fifteen (15) members, which shall include the five (5) elected Officers and no fewer than six (6) and no more than ten (10) Directors, roughly one half elected each year by the members at the Society’s Annual Meeting. All Officers and Directors must be members in good standing of the Society at the time of their election and throughout their service. The Officers and Directors elected at the Annual Meeting shall serve in their respective position for a renewable term of two (2) years. The Officers and Directors may stand for re-election, but may serve in their current position for no more than three consecutive terms.
At the annual meeting at which these revised bylaws are adopted, approximately one half of the officers and members of the Board of Directors will be elected for a term of one year and one half for a term of two years. At subsequent annual meetings, all terms will be for two years.
Vacancies in the Board of Directors due to the resignation or incapacity of an Officer or Director to serve out his or her term may be filled by majority vote of the Board of Directors at a Board meeting.
The Officers shall be a President, a Vice-President, a Secretary, a Treasurer, and a Chief Archivist. All officers shall perform their duties as authorized by policies adopted by a majority vote of the Board of Directors.
2. Powers and Duties of Board of Directors:
The Board of Directors shall have and may exercise all the corporate powers and transact all business of the Society as provided for in the Articles of Incorporation, these Bylaws and the laws of the Commonwealth of Massachusetts, as they best deem, following generally accepted guidelines of ethics and sound practice.
The Board of Directors shall meet a minimum of 6 times per year, in person or by electronic means. A quorum for the purpose of decision-making shall consist of half the Directors plus one. Meetings shall be open to any member of the Society, by invitation or member request.
The Board of Directors shall set the dues for membership, to be ratified by a majority of the members present at an Annual Meeting.
The Board of Directors shall arrange for a periodic independent review of the Society’s books, at a minimum once every five years.
The Board of Directors, at its discretion, may arrange and pay for a surety bond for the Treasurer.
The Board of Directors shall make the Books, Minutes, and Records of Accounts open for inspection upon written request by any member of the Society.
The Board of Directors may appoint special or standing committees to carry out the work and purposes of the Society. These committees should include but are not limited to: Finance, Buildings and Grounds, Governance, Ways and Means, Membership and Communications.
All Directors are expected to participate actively in the work of the Board, and to serve on one or more of the committees established by the Board.
3. Powers and Duties of Officers:
The President shall:
Preside at meetings of the Society and the Board of Directors.
Be a public representative and point of contact for the Society.
Call meetings of the Board and report to those meetings.
Oversee the general function of the Board and its committees.
Appoint a Nominating Committee of at least 3 members annually.
The President may enter into any contract on behalf of the Society with the approval of a majority of the Board of Directors.
The President must authorize in writing any check, note or other expenditure by the Treasurer of over $3000.
The Vice President shall:
Preside over meetings of the Board or the Society in the President’s absence.
Assist the President in fulfilling the President’s duties as requested by the President.
The Secretary shall:
Keep the records of the meetings of the Society and meetings of the Board of Directors.
Attend to the official correspondence of the Society
Serve as the Clerk of the Society.
The Treasurer shall:
Receive and account for dues and any other revenue realized by the Society
Pay all regularly occurring bills. All other bills must be approved by the President or the chairperson of the committee submitting the bill before payment is made.
Work with the Finance Committee to prepare a yearly income and expense budget to be adopted by the Board.
Monitor income and expenses and prepare a monthly statement to the Board of same, including a general breakdown of categories.
Prepare a quarterly balance sheet for the membership showing assets and liabilities.
The Chief Archivist shall:
Supervise the maintenance and cataloging of the Society’s collections.
Recommend accessions and deaccessions of collection items to the Board.
Article VI. Amendment of Bylaws
Any By-Laws may be amended or repealed by a two-thirds (2/3) vote at a regular meeting of the Society at which at least 40 members are present and voting, provided that the Board has given at least 10 days advance notice to all members of the Society of proposed amendments.
Article VII. Dissolution of the Corporation
Liquidation and termination of the Society shall be effected by a two-thirds (2/3) vote of the members of the Society present at a meeting duly called for that purpose by the Board with at least 30 days’ notice. After the payment of all the liabilities of the Corporation, all remaining assets of the Corporation (including any non-admitted assets such as historic papers, artifacts, furniture, etc.) shall be given to any of the following:
a) A successor organization concerned with the history of the Town of Sharon
b) The Trustees of the Sharon Public Library
c) The Town of Sharon
d) The Commonwealth of Massachusetts
e) Any relevant organization exempt from Federal Income Tax pursuant to Title 26 of the United States Code 501(c)(3)
Proposed amendments to the current Bylaws last amended in 2016, as presented by the Bylaws and Policies Committee to the Board of Directors of the Sharon Historical Society at its March 2, 2023 meeting and approved unanimously by the Board of Directors at its April 6, 2023 meeting, to be submitted to the members at the Annual Meeting of the Society on June 8,2023 for adoption.