JAMESTOWN HISTORICAL SOCIETY BYLAWS
Approved: May 14, 2009
ARTICLE I Name
The name of this organization is "The Jamestown Historical Society." The Society is incorporated as a nonprofit organization in the State of Rhode Island and is located in Jamestown, Newport County, Rhode Island.
ARTICLE II Mission
The mission of the Jamestown Historical Society is to collect, preserve, and share with others the heritage of Jamestown, Rhode Island.
ARTICLE III Membership
Membership in the Society shall be open to all persons interested in the mission of the Society. The board of the Society shall from time to time establish categories of membership and the privileges and dues that pertain to each category. It shall not, however, infringe on the existing rights and privileges of current membership categories nor shall it deprive the right of all memberships to elect members of the board at the annual meeting.
ARTICLE IV Board of the Society
4-1. Members. There shall be not fewer than ten and not more than twenty members of the board of the Society (henceforth the "board"), which number shall include the directors and the officers. All board members shall be members of the Society.
4-2. Appointment. All board members shall be elected by the membership of the Society at the annual meeting. All board terms, except that of the treasurer, shall begin and end with the dates of the annual meetings. The treasurer's term shall coincide with the dates of the fiscal year. Resignations of board members shall be effective upon receipt by the president of written notice and do not have to be accepted by the board to be valid. Any board member who misses three or more consecutive board meetings without prior notice or excuse shall be considered to have resigned from the board. In the event a vacancy shall occur in the board, the remaining board members may at their discretion fill that vacancy until the next annual meeting.
4-3. Terms. Directors shall normally be elected for three-year terms, staggered so that approximately one-third shall be elected each year. Directors may serve no more than two consecutive three-year terms. Officers shall be elected for one-year terms. No officer shall serve more than five consecutive terms in one office, except that the treasurer shall be exempt from this provision. Under no circumstances may any board member serve on the board more than eleven consecutive years. After their term limits have expired, board members shall be eligible for reelection to the board after the period of one year.
4-4. General responsibilities. Subject to the provisions of these bylaws, the Society's articles of incorporation, section 501(c)3 of the Internal Revenue Code, and the laws of the State of Rhode Island (R.I.G.L. 7-6-1 et seq), the board shall have general control and supervision over the property, affairs, and business of the Society, including--but not limited to--the Society's governance and the establishment or 01/11/2007 2 approval of policies pertaining to the Society's real estate, collections, finances, programs, and general activities. It shall control, directly or by delegation, the accession and the disposition of any assets of the Society. It may authorize any officer or officers to enter into any necessary contracts or to execute documents in the name of and on behalf of the Society. It shall approve both the annual budget and the Society's general investment policies, and no changes in either shall be undertaken without the authorization of the board or its designees.
4-5. Individual responsibilities. In undertaking their responsibilities members of the board shall act in good faith, with the care an ordinarily prudent person in a similar position would exercise under similar circumstances, and in a manner they reasonably believe to be in the best interests of the Society. They shall serve without compensation of any kind and are prohibited from benefiting from any objects that may be deaccessioned from the collection. They may be reimbursed for the actual cost of out-of-pocket expenses incurred while undertaking Society business, but any request for reimbursement of nonbudgeted expenses must be approved by the executive committee. Board members shall promptly disclose all potential conflicts of interest to the board prior to any consideration of any matter in which a potential conflict of interest exists.
4-6. Indemnification. Board members and members of the Society are not individually or personally liable for the debts, liabilities, or obligations of the Society. The Society shall attempt to indemnify any of its past or present board members or employees against claims and liabilities incurred by them while acting in good faith at the request of the Society--including expenses, attorney's fees, judgments, findings, and amounts paid in settlement. Indemnification shall not in any way exceed the limits of state law or jeopardize the tax exempt status of the Society under section 501(c)3 of the Internal Revenue Code.
4-7. Meetings. The board shall meet at least four times a year at times and places designated by the president, or at the call of the president, or upon the request of any three members of the board. A majority of the current members of the board shall constitute a quorum for the transaction of business.
4-8. Unless the board determines otherwise, the executive committee shall have and may exercise all of the powers of the board during the intervals between board meetings, except that its power to expend sums from the permanent endowment fund and its power to sell, transfer, exchange, or otherwise convey any real estate or tangible personal property shall be strictly subject to the provisions of Sections 7-4 and 7-5 of these bylaws.
The executive committee shall notify the board of any issues it is considering that pertain to the expenditure of funds outside the approved budget, to formally approved board policies, or to matters under litigation; and except in the case of emergencies it shall poll the board electronically, both to obtain a sense of the opinions of its members concerning these issues and to give members time to request a board meeting should they wish to do so.
All actions of the executive committee shall be reported to the board at its next regular or special meeting and shall, except as to completed transactions, be subject to board revision or alteration.
ARTICLE V Officers
5-1. There shall be at least four officers of the Society. These shall include a president, a vice-president, a secretary, and a treasurer.
5-2. President. The president shall preside at all meetings of the Society or the board and shall perform such other duties as usually pertain to this office. The president shall be ex-officio a member of all committees, with the exception of the nominating committee, and shall chair the executive committee.
5-3. Vice president. The vice-president shall preside at all meetings in the absence of the president and shall assist the president in such duties as the president may delegate.
5-4. Secretary. The secretary shall keep a correct record of the proceedings of meetings of the members and of the board. The secretary shall distribute the minutes to all board members at least one week prior to the next meeting; and shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The secretary shall be custodian of the records; shall keep a register of the mailing address and telephone number of each board member; and shall keep a record of attendance of board members at meetings. The secretary shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board.
5-5. Treasurer. The treasurer, under the supervision of the Board, shall have charge and custody of, and be responsible for, all funds of the Society. The treasurer shall keep, or cause to be kept, and beresponsible for the keeping of, accurate and adequate records of the assets, liabilities, and transactions of the Society; and shall deposit, or cause to be deposited, all monies and other valuable effects of the Society in the name of and to the credit of the Society in such banks, trust companies, and other depositories as the board may designate from time to time. The treasurer shall disburse, or cause to be disbursed, the funds of the Society based upon proper vouchers for such disbursement and in accordance with the board-authorized budget; shall report to the board on the state of the treasury at the time and in the manner that the president shall request; and shall prepare, or cause to be prepared, all other financial 01/11/2007 3
reports as required by the Society. The treasurer shall perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned by the president or by the board.
The treasurer shall be an ex officio member of the finance committee.
ARTICLE VI Committees
6-1. General. Subject to the specific requirements set by other provisions of these bylaws: 1) the board
shall determine the size, purpose, and other attributes of all committees; 2) the president, with the
approval of the executive committee, shall appoint the chair and the other members of all committees; 3) all committees--except for short-term ad hoc committees--shall have at least two board members and shall be chaired by members of the board; 4) all committees, except the executive, may have members who are not members of the board and may enlist such other help as may be needed from the membership to carry out their responsibilities; 5) all committees shall report to the board and to the membership from time to time as the president and/or the board shall deem necessary; 6) every board member shall serve on at least one committee; and 7) in addition to the three standing committees--executive, finance, and nominating--the board shall have the power at any time, and from time to time, to establish such other permanent or ad hoc committees as it shall deem necessary or desirable.
6-2. Executive Committee. The executive committee shall consist of the officers of the board. The president, with the approval of the board, may appoint to the committee not more than two other board members for such time as the president and board shall determine. The executive committee shall meet at the call of the president or of any two of its members. Unless the board determines otherwise, the
executive committee shall have and may exercise all of the powers of the board in the management and direction of the affairs of the Society during the intervals between meetings of the board except that it may not expend any part of the permanent endowment, or dispose of any other assets of the Society, or alter the budget or investment policies without the approval of the board. All actions of the executive committee shall be reported to the board at its next regular or special meeting and shall, except as to completed transactions, be subject to board revision or alteration.
6-3. Finance Committee. The finance committee shall be charged with preparing and submitting to the board a recommended budget for each fiscal year. It shall be responsible for the investigation of financial matters, the recommendations of policies concerning investment strategies and insurance coverage, as well as any other financial matters as are referred to it from time to time by the board. It shall arrange for the conduct of an annual audit of the Society�s financial records, to be performed in accordance with an approved audit program.
6-4. Nominating Committee. The nominating committee shall have at least one non-board member chosen from the Society's membership. At the annual meeting it shall present in writing a slate of officers and directors for the ensuing year for the approval of the membership. Nominations may also be made from the floor. Should the board decide to fill a vacancy or vacancies between annual meetings, the nominating committee shall provide nominations for the board's approval.
ARTICLE VII Financial Policies
7-1. Fiscal Year. The dates of the fiscal year shall be January 1 to December 31.
7-2. Donor Restricted Funds. All monetary gifts or bequests accepted by the Society that are accompanied by donor directions or restrictions of any sort shall constitute restricted funds. Such funds shall be applied only to the specific purposes and within the specific restrictions designated by the donor. Should a donor not provide specific directions as to the rate of expenditure of investment of a restricted fund, the fund shall be managed on the same terms as the permanent endowment fund; but no part of the income shall be expended for any purpose other than for such purposes as are authorized by the terms of the gift or bequest, or for investment or reinvestment in the restricted fund. 01/11/2007 4 7-3. Board Restricted Funds. The board may establish a restricted fund or funds separate from the permanent endowment to be reserved or expended for such general or specific purposes as it shall detrmine.
7-4. Permanent Endowment Fund. All monies accepted by the Society by gift or bequest and not otherwise designated by the donors or the board, and such other sums as the board shall from time to time direct, shall constitute a permanent endowment fund. This fund shall be kept invested by the finance committee, and without the approval of two-thirds of the current members of the board voting at a regular or special meeting of the board or by mail, no more than five percent (5%) of the average value of the endowment over the previous five financial years shall be expended annually for any purpose other than investment or reinvestment.
7-5. Real Estate and Tangible Personal Property. The sale, transfer, exchange or other conveyance of any real estate or of any tangible personal property that is not part of the collection, with a value of over one thousand dollars ($1,000), and the sale, transfer, exchange, or other conveyance of any part of the collection, without respect of value, shall require approval by the board. The notice for any such meeting shall contain a description of the substance of the matter upon which such action is to be taken.
7-6. Signature Requirements. Checks or withdrawals for non-budgeted purposes in excess of $250 shall carry the signature of the treasurer and one other board member designated by the president with the approval of the executive committee. Each year the president shall appoint two alternate signatories, in addition to the treasurer, for the Society's financial transactions.
ARTICLE VIII Meetings of the Society
8-1. Annual Meeting. There shall be an annual meeting of the members of the Society for the election of members of the board and the transaction of such other business as may come before it, which meeting shall be held each year in the month of August unless circumstances require another date. Twenty memberships of the Society shall constitute a quorum for the transaction of business at the annual meeting; and the order of business shall be as follows: 1) the reading of the minutes of the previous business meeting; 2) the president's annual report; 3) the reports of such officers and committees as the president or the members present deem appropriate; 4) unfinished business; 5) the report of the nominating committee; 6) the election of new members of the board; 7) new business; 8) adjournment.
8-2. Special Meetings. Special business meetings of the Society may be called by the president at any time thought to be necessary or desirable and in addition shall be called within a month of the receipt of a written petition signed by any ten or more members of the Society in good standing addressed to the president and/or the board that explains the purpose of the proposed meeting.
8-3. Parliamentary Authority. Roberts Rules of Order shall be the authority at meetings of the Society and of the board when applicable and not inconsistent with these bylaws.
Amendments These bylaws may be amended or repealed, and new bylaws may be adopted, by an affirmative vote of two-thirds of the board members present at a regular or special meeting of the board, provided that the changes have been proposed and approved at a previous meeting of the board and provided that written notice of such meeting and of the proposed changes in the bylaws is given at least ten days prior to the meeting at which such changes are to be presented for adoption. No diminishment of the powers granted to the members of the Society by these bylaws shall be valid without the approval of two-thirds of the Society's memberships present and voting at a meeting called for that purpose with due notice and with the substance of the amendment having been sent to the membership at least two weeks in advance of the meeting.
ARTICLE X Dissolution
If the corporation be dissolved, the board shall donate its remaining assets to a similar non-profit corporation, organized under Rhode Island Law, which is tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and in accordance with the laws of the State of Rhode Island.