DRAFT of BYLAWS OF THE GROTON HISTORICAL SOCIETY (revised 10/2/2012) Article 1. NAME The name shall be The Groton Historical Society, (hereinafter referred to as the Society) incorporated as a non-profit organization, with an office and museum located at 172 Main Street, Groton, Massachusetts. Article 2. PURPOSE The purpose of the Society shall be: to collect, preserve, and display objects, records and folklore of historic significance from Groton s earliest habitation and to maintain a museum for these artifacts; to provide an organization for all who are interested in preserving, researching, and maintaining the local history of Groton; to familiarize a wider community of citizens with Groton s history, and increase interest in local history and traditions through exhibits, educational programs, publications, and historical records. Article 3. GOVERNING BODY Section 1. The Board of Directors and Officers are elected at the Annual Meeting of the Society held in October and will assume their duties at that time. Directors and Officers are elected annually. Section 2. The Board of Directors shall be comprised of the Officers, Standing Committee Chairs, and up to 6 Directors-At-Large. Officers shall be a President, Vice President, Clerk, Treasurer, and Assistant Treasurer. Section 3. Any member in good standing may be eligible for nomination as an officer or to chair a committee. Section 4. Officers and standing committee chairs may serve 3 consecutive 2 year terms in the same office and may be reelected by the membership. Any vacancy that shall occur following elections may be filled at a regular or special meeting of the Board of Directors called for that purpose. Section 5. The Society s fiscal year shall begin on October 1 and end on September 30. Article 4 DUTIES OF THE GOVERNING BODY Section 1. Board of Directors 1. Holds meetings on a monthly basis unless otherwise determined. 2. Shall oversee the activities and affairs of the Society in accordance with its bylaws and votes and within the scope of its corporate charter powers. 3. Promotes the welfare and carries out the purposes of the Society including proper care and management of the property and collections. 1
4. Appoints a curator to oversee the day to day management of the Boutwell House and the collections housed therein and to serve as Chairperson of the Collections and Exhibitions Committee. 5. Appoints special committees as deemed necessary. 6. Is responsible for all fiscal matters related to the Society. Section 2. President 1. Is the Chief Executive Officer of the Society and will, in general, supervise and control all the business and affairs of the Society including the hiring of staff with the approval of the Board of Directors. 2. Sets the agenda of all meetings of the Society, including the Annual Meeting, with the input of board members. Presides at these meetings or delegates this task when necessary. The decisions of these meetings are democratic, but in the case of tie votes, the President s vote is determinative. 3. May sign, with the Clerk or any other appropriate officer, such documents as deeds, contracts, checks, etc. that the Board has the authority to execute. 4. Appoints a chairperson for the Governance/Nominating Committee. 5. Represents the Society at public functions or appoints a member to so act. 6. Is Chair of the Executive Committee and an ex officio member of all Society committees with voting rights if in attendance. Section 3. Vice President 1. Serves in the absence or incapacity of the President. 2. Performs such duties as the President and Board shall from time to time designate. 3. Is a member of the Executive Committee. Section 4. Clerk 1. Shall keep a record of all regular, executive, and special business meetings of the Society and of the Board of Directors and keep such records in the Society s archives. 2. Is authorized to be a signatory on official documents as needed. 3. Is a member of the Executive Committee. Section 5. Treasurer 1. Is responsible, along with the Finance Committee, for the fiscal oversight of the Society. 2. Shall furnish a written financial statement for Board Meetings and for the Annual Meeting of the Society. 3. Shall pay all approved bills, receive and give receipts for monies due and payable to the Society, and deposit all such monies in depositories as determined by the Board and maintain records of all financial transactions in the Society s archives. 4. File all necessary tax and financial records to appropriate agencies in accordance with town, state, and federal laws. 5. Is a member of the Finance and Executive Committees. 6. Will be bonded at the Society s expense. 2
Section 6. Assistant Treasurer 1. Shall, in the absence of the Treasurer, carry out the duties of the Treasurer. 2. Shall perform such other duties as the Treasurer or the President shall designate. 3. Is a member of the Finance and Executive Committees. 4. Shall be bonded at the Society s expense. Section 7. Directors at Large Up to 6 Directors at Large will be elected annually and may serve up to six years if reelected. The directors will be nominated with consideration for those who have shown an active interest in the Society and may be appointed to carry out special projects as determined by the President or Board of Directors. Section 8. Quorum Seven members of the Board of Directors shall constitute a quorum of that body. A majority of the members voting shall decide all questions, unless otherwise provided. Article 5 STANDING COMMITTEES Section 1. There shall be the following standing committees: Buildings and Grounds, Collections and Exhibitions, Development, Education, Finance, Governance/Nominating, Hospitality, Membership, Program, Publications and Publicity. The chairpersons of all standing committees will be members of the Board of Directors unless otherwise approved by the Board of Directors. Section 2. Buildings and Grounds Committee 1. Monitors the conditions and oversees the maintenance of the Society s property including the Boutwell House, the rental apartment, the carriage house, and the grounds, and regularly reports to the Board on these matters. 2. Acts as liaison between the tenant and the Board. 3. Develops and recommends policies to the Board pertaining to the aforementioned duties. 4. Develops a yearly budget for the committee in collaboration with the Finance Committee to include an estimate of expenses for future insurance, security, renovation, and other maintenance needs. Section 3. Collections and Exhibitions Creates and recommends accessioning and de-accessioning policies to the Board. 1. Oversees the procurement, donation, and de-accessioning, as approved by the Board, of objects, historical papers, photographs, and other materials for/from the museum. 2. Oversees the inventory and audit of the collection. 3. Oversees the care and preservation of all objects in the collection according to current museum standards. 4. Oversees the creation and maintenance of permanent displays and temporary exhibits of the collection. 3
5. Develops a yearly budget for the committee in collaboration with the Finance Committee to include both income and projected expenses. 6. This committee shall consist of the Curator, who serves as chairperson and at least 2 other members and shall hold regular meetings to accomplish the business of the committee. Section 4. Development Committee 1. Establishes a fundraising and marketing plan for the Society. 2. Initiates and manages fundraising events. 3. Involves all board members in fundraising. 4. Collaborates closely with the Membership, Publicity, Publications, and other committees as appropriate. 5. Monitors and evaluates fundraising efforts, to include gift tracking. 6. Develops and monitors a grants program. 7. Develops a yearly budget for the committee in collaboration with the Finance Committee to include projected income and expenses. Section 5. Education Committee 1. Provides programs and activities that expand the public s knowledge and appreciation of the history of Groton. 2. Determines the educational priorities and oversees and monitors the quality and content of the education provided to the public, including school age children. 3. Reviews and evaluates the experiences of visitors to Boutwell House. 4. Develops appropriate training of docents in coordination with the curator. 5. Develops a yearly budget for the committee in collaboration with the Finance Committee to include projected income and expenses. Section 6. Finance Committee 1. Creates and recommends to the Board appropriate fiscal and investment policies that will support the goals and fiscal well being of the Society. 2. Manages the Society s financial assets, including bank accounts, grant monies, scholarship funds, endowment monies, etc. in accordance with the Society s fiscal and investment objectives 3. Prepares, in collaboration with appropriate committee chairs, an annual budget for approval by the Board and for presentation at the Annual Meeting. 4. This committee shall consist of the Treasurer and Assistant Treasurer, along with at least two other members who are nominated by the President and approved by the Board of Directors. Section 7. Governance/Nominating Committee 1. Identifies and recruits new board members according to current priorities. 2. Prepares a slate of nominees to be presented at the Annual Meeting. 3. Orients new board members by relating the duties of his/her post, giving a copy of the bylaws, giving a tour of Boutwell House, and relating the general responsibilities of being a board member. 4
4. Suggests new non-board individuals for committee membership to appropriate chairperson. 5. Reviews bylaws, policies, procedures and job descriptions periodically and proposes modifications as needed. 6. Adopts a conflict of interest policy. Section 8. Hospitality Committee 1. Supports the activities of the Society by supplying refreshments to programs, meetings and events as needed. 2. Manages the social and logistical aspects of the Society s events. 3. Develops a yearly budget for the committee in collaboration with the Finance Committee to include projected income and expenses. Section 9. Membership Committee 1. Actively maintains the membership list. Tracks and sends out dues notices on a rolling basis. 2. Recommends levels of membership and benefits of membership. 3. Creates and implements strategies to expand the membership including cultivation events. 4. Collaborates with the Development, Publicity, Publications, and other committees as appropriate. 5. Develops a yearly budget for the committee in collaboration with the Finance Committee to include both income and projected expenses. Section 10. Program Committee 1. Plans and implements at least four programs annually, including one for the Annual Meeting. Special programs may be added when requested by the Board. 2. Collaborates with the Publicity, Education, Membership, and Newsletter committees so as to appropriately publicize these events. 3. Prepares, in collaboration with the Finance Committee, a yearly budget to include estimated income and expenses for the Committee s activities. When possible, funding for programs shall be solicited from the Groton Commissioners of Trust Funds or other sources that might be either available or appropriate. Section 11. Publications Committee 1. Oversees the development and production of publications and works felt necessary by the board or one of the standing committees. 2. Has charge of the Society s newsletter under the direction of the newsletter editor and is responsible for its design and production. 3. Proposes publication projects for board approval. 4. Develops a yearly budget for the committee in collaboration with the Finance Committee to include both income and projected expenses. Section 12. Publicity Committee 5
1. Publicizes the Society s activities such as programs, exhibits, upcoming events and other news by means of press releases, post cards, posters, signboards, local T.V., the Society s website or any other appropriate means. 2. Collaborates and co-ordinates with all committees to gather newsworthy information. 3. Maintains an archive of published materials pertaining to the Society or Groton s history. 4. Maintains a list of news outlets and contacts. 5. Maintains and shares with committee chairs a written protocol of publicity procedures, including timetables for new releases, locations for placement of posters, etc. 6. Develops a yearly budget for the committee in collaboration with the Finance Committee to include projected expenses. Section 13. Executive Committee 1. This committee is chaired by the President and is comprised of the President, Vice President, Clerk, Treasurer, Assistant Treasurer and up to three members of the Board as appointed by the President. 2. Is authorized to act for the full Board between official board meetings, set agendas for board meetings, and provide support to the President. Actions of the Executive Committee must be reported at the next regularly scheduled board meeting. Section 14. Special Committees Special committees are recommended by the President and approved by the Board. For example, the Long Range Planning Committee can be called to action as needed to update or change the Plan if deemed necessary. Article 6. MEMBERSHIP Section 1. Membership is open to any person or organization without regard for race, religion, age, gender, or national origin. The Board of Directors will regularly establish various membership categories along with voting privileges and dues. Section 2. Membership is annual and runs for a period of twelve months beginning with the month a new member joins or renews his/her membership and is effective upon payment of dues. Section 3. Membership privileges include the right to hold office and chair committees, notice of all programs and meetings, including the annual meeting, and receiving copies of the Society s newsletter. Members will vote on matters submitted by the Board and will elect the Board of Directors. Section 4. Members whose dues are delinquent may be dropped from membership following notice. 6
Article 7 MEETINGS Regular meetings of the Society shall be held at least quarterly which includes the Annual Meeting held in October. A special meeting may be called by the President, a majority of the Board of Directors, or by a written request of fifteen members. Notice of all meetings shall be given to members at least 2 weeks prior to the meeting. A quorum shall be fifteen members for all purposes of Society business. A majority of the members voting shall decide all questions unless otherwise provided. Article 8. AMENDMENTS These bylaws may be altered, amended, or repealed at any regular or special meeting of the Society, provided that notice of any proposed change is set forth in the notice of the meeting as provided under Article 7. Approval of any change in the existing bylaws shall require a two thirds vote of those present and voting. 7