Draft updated BHS Bylaws

Final Draft February 19, 2024

By-Laws of the Bowdoinham Historical Society

Article 1 - Organization

Section 1-1: Name

The name of this organization shall be the Bowdoinham Historical Society (hereinafter referred to as “the Society”).
Section 1-2: Location
The principal office of the Society shall be in the Town of Bowdoinham, Sagadahoc County, Maine.

Section 1-3: Mission of the Society

To create a historical society for the residents and other interested parties of Bowdoinham in order to foster interest in and care of the history of this area to keep it ‘vibrant and alive’ for subsequent generations to understand and enjoy.

Section 1-4: Powers of the Society

The Society shall have all powers that may be conferred upon charitable corporations formed under the laws of the State of Maine governing such corporations, within the meaning of Section 501(c)(3) of the Federal Internal Revenue Code of 1954, as it is currently and shall hereafter be in force and effect. In addition, the Society shall have the powers enumerated below:

1-4 (a): Receive and administer funds and contributions offered by dues, gift, deed, bequest, or other device.
1-4 (b): Acquire money, securities, property rights and services, of any kind, or description, and to hold, invest, expand, contribute, use, sell or otherwise dispose of any money, securities, property rights, or services as acquired for the above mentioned purposes.

1-4(c): Borrow money and to make, accept, endorse, execute and issue bonds, debentures, promissory notes, and other corporate obligations for money borrowed or in payment for property acquired for any purposes of the corporation.

1-4(d): Invest or reinvest in property as the Society’s Board of

Directors shall deem advisable, and is permitted by law.
1-4(e): Secure payment of any such obligation by mortgage, pledge, deed, indenture, notes, shares of preferred and common stock, and any other securities of any kind whatsoever, and property, real, personal or mixed, all as the Society’s Board of Directors shall deem advisable, and as may be permitted by law.
1-4(f): Invest or reinvest its funds in mortgages, bonds, notes, and shares of preferred and common stock, and any other securities of any kind whatsoever.

Section 1-5: Prohibited Activities

No member, officer, employee, director or representative of this Society shall take any action or carry on any activity by or on behalf of the Society not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations, as they now exist or may be hereafter amended.

Section 1-6: Capital Stock

The Society is not organized for pecuniary profit, shall not have any capital stock and shall be composed of members rather than stockholders. The members of the Society shall have no liability whatsoever for the debts and obligations of the Society.

Article 2 - Board of Directors

Section 2-1: Composition

There shall be a Board of Directors (hereinafter “Board”) to govern the direction and interests of the Society. The Board shall consist of the four executive officers of the Society, and at least three Trustees. The composition of the Board may be amended by a majority vote of the general membership at a duly convened Annual meeting by a change of these By-laws.

Section 2-2: Duties

The Board shall be responsible for overall management of the Society and to transact necessary business of the Society. The Board shall be responsible for the control of the Society’s membership, collections, programs, and finances.

Section 2-3: Powers of the Board

In addition to the powers enumerated in Section 1-4, the Board shall have the power to:

2-3(a): Establish and periodically review policy, operational procedures and responsibilities, and rules for the guidance of the officers, staff and committees, and for the management of the business and affairs of the Society, including the development and presentation of an annual budget.
2-3(b): Fill all vacancies that may arise within the Board, or in any of the offices of the Society between annual meetings.
2-3(c): Convene emergency meetings of the Board as necessary to resolve any issue prior to the next regularly scheduled meeting. These meetings may be held in person, by video or phone conference or email.
2-3(d): Call a meeting of the members whenever the Board deems it necessary by giving notice as required by these by-laws.

The Board shall not have the power to amend these by-laws, elect officers, or purchase or sell real property without an affirmative vote by the membership at a meeting held in accordance with these by-laws.
Section 2-4: Meetings of the Board

The Board shall meet at least four times per year. Special meetings of the Board may be called at any time by the president of the Society, or by two officers of the Board. A quorum shall be a simple majority of the elected board members. All meetings are open to the membership, but items under consideration at these meetings are not subject to a vote of the general membership.

Section 2-5: Attendance at Board Meetings

Any board member who attends less than 75% of the Board meetings or who misses three consecutive meetings may be suspended by vote of a majority of the members of the Board. A roster of attendance shall be recorded and included with the minutes.

Section 2-6: Resignation/Termination of Board Member

A member of the Board may resign at any time by giving written notice to the Board. A member of the Board may be removed from the Board, for cause, by a two thirds vote of the membership.

Article 3 - Membership of the Society

Section 3-1: General Member

Any person eighteen years of age or older and interested in the goals of the Society may become a member of the organization upon

application to the membership chair and payment of the annual membership fee.
Section 3-2: Family Member
Members of one immediate family may obtain a family membership in the Society upon application to the membership chair and

payment of the annual membership. This confers membership only to persons residing within one household who are eighteen years or older. Section 3-2: Lifetime Member
A lifetime membership shall be granted by the Board to any member who has made a $500 cash or in-kind contribution to the Society. A roster of lifetime members shall be maintained by the Secretary.

Section 3-4:Term of Membership

The membership year shall run from January 1 through December 31 each year. The Board shall set membership fees for the forthcoming year at each annual meeting. Only members whose membership fee has been paid in full by January 30 each year are eligible to vote at the Annual meeting of that year.

Article 4 - Meetings

Section 4-1: Annual Meeting

There shall be an annual meeting of the members of the Society in the first quarter of the calendar year each year. The time and place shall be announced at least two weeks prior to the advertised meeting date. Officers and Trustees for the coming year shall be elected for the forthcoming year at this meeting, and reports from the various committees and officers shall be made available. The Board will review the by-laws of the Society each year and give notice to the membership of any suggested changes at least two weeks prior to the annual meeting.

Section 4-2: Quorum Annual Meeting

A simple majority of eligible members present and voting shall rule, except where votes are taken on changes in these by-laws, or on major financial transactions (more than $2500). In these two specific instances, a two- thirds majority of eligible members present and voting shall be required. No proxies shall be allowed. Each eligible member shall be entitled to one vote. Eligible members under a Family Membership shall be entitled to one vote per person residing in the same household.

Section 4-3: Special Meetings

Special meetings of the Society may be held upon written request from any ten (10) members who have been members of the Society for at least thirty (30) days. The request shall be addressed to the President or any officer of the Board, and shall be convened by the President within 21 days of the request. Changes to the Bylaws nor election of officers can occur at a special meeting.

Article 5 - Trustees and Officers

Section 5-1: Trustees

Trustees shall be elected by a majority vote of eligible members present and voting at the annual meeting. At least three duly elected Trustees shall be designated to serve on the Board. Each of the Board Trustees shall serve a three year term, and may be reelected up to three consecutive terms. Nominations for Trustee may be presented by the Board or from the general membership of the Society.

Section 5-2: Officers

There shall be four executive officers of the Society: President, Vice President, Secretary, and Treasurer. All officers, with the exception of the Treasurer, shall be elected at the annual meeting. The Treasurer shall be appointed by the Board. Qualifications of the treasurer to be nominated shall be approved by the Board and notice shall be given to the membership at least two weeks prior to the annual membership meeting. Section 5-3: Nomination of Officers and Trustees
A proposed slate of Officers and Trustees shall be determined by the Board at the last regular meeting prior to the annual meeting, but in any case no less than 2 weeks prior to the annual meeting. The proposed slate shall be presented to the full membership along with notice of the annual meeting.
Section 5-4: Election of Officers and Trustees
Any Society member in good standing is eligible to be elected an Officer or Trustee. In addition to the proposed slate presented by the Board, nominations for officers, other than treasurer, may be made from the floor at the annual meeting.
Section 5-5: Terms of Office
Officers and Trustees shall serve as noted below, or until their successor is duly elected:

5-5 a) The President shall serve for a term of two years.
5-5 b) The Vice President shall serve for a term of two years. 5-5 c) The Secretary shall serve for a term of three years.
5-5 d) Each Board Trustee shall serve for a term of three years.

No member shall hold the same elected office for more than three consecutive terms. An Officer or Trustee may resign at any time by giving notice in writing to the President. In case of a vacancy in any office for any reason, the Board shall appoint a successor to serve for the remainder of the unexpired term.

Section 5-6: Duties of Executive Officers

The duties of the respective executive officers shall be:
5-6(a) President: The president shall be the chief operating officer of the Society, subject to the direction of the Board. The president shall preside over all meetings of the membership, serve as the chairman of the Board and an ex-officio, non-voting member of all standing committees. In the absence of the treasurer, the president may sign checks drawn upon the funds of the Society.
5-6(b) Vice President: The vice-president shall carry out the duties of the president in his or her absence. When he or she is acting for the president, all of the powers and responsibilities shall pass to the vice president. In the event of the resignation or death of the president, the vice president shall assume the duties of the president until a new president is elected at the annual meeting.
5-6(c) Secretary: The secretary shall keep accurate minutes, including attendance, of all meetings and shall make a report at the annual meeting of the year’s activities. The secretary shall obtain written annual reports from the standing committee chairs, notify the membership of the annual meeting, serve as clerk for all elections, and perform other duties as the Board may direct.
5-6(d) Treasurer: The treasurer shall be the chief financial officer of the Society, subject to the direction of the Board. The treasurer shall be responsible for proper administration of the funds of the Society including all books of account, securities, deeds, contracts and papers of the Society. The treasurer shall maintain correct accounts of all business transactions of the Society and sign all notes, bills, checks, drafts, mortgages, deeds, contracts, and agreements of the

Society. The treasurer shall keep a detailed account of all financial matters and shall submit a written report to the Board at each regular meeting and make an annual report to the annual meeting. The Treasurer shall assure that all donations and bequests to the Society are duly acknowledged to the donor.

Article 6 - Committees

Section 6-1: Standing Committees

The Society shall have five standing committees: Finance Committee, Membership and Volunteer Committee, Buildings and Maintenance Committee, Program Committee, and Acquisitions and Conservation Committee. The chair of each of these committees shall be appointed by the Board following each annual meeting. The chair of each of these committees shall determine the members of their respective committees, as well as the schedule of meetings.

All committees shall keep records of their respective activities and events, including expenditures for these occurrences. Each Committee chair shall present a written report to the annual meeting each year, which shall be submitted to the secretary for the record. Where applicable, the report shall review the activities of the current year and present recommendations for activities for the coming year, along with a proposed annual budget.

Finance Committee
There shall be a finance committee to advise the Board of management of the monetary affairs of the Society. The committee shall be aware of all monetary affairs of the Society. The finance committee shall also have oversight over the recording and accounting for all business transactions of the Society including all notes, bills, checks, drafts, mortgages, deeds, contracts, and agreements. The Treasurer shall serve as chair of the Finance Committee.
Membership and Volunteer Committee
There shall be a membership and volunteer committee whose purpose is to assist the Society to be an active presence in the community. The committee shall solicit new members to the Society, encourage existing members to renew their memberships and encourage existing members to become active volunteers. The chair

of the committee shall keep a roster of present and past members, and keep a roster of available volunteers who can be called on to assist in the Society’s programs and events.
Buildings and Maintenance Committee

There shall be a buildings and maintenance committee whose purpose is to oversee the management and maintenance of the properties owned by the Society. The committee shall present an annual budget proposal to the Board regarding projects required for the upgrade and maintenance of properties owned by the Society. Program Committee

There shall be a program committee to plan and sponsor the activities of the Society, including community affairs and public events, educational Programs, and dissemination of information and publicity. The committee shall direct the planning and coordination of the activities of the Society. The chair, with the assistance of the membership chair, shall be responsible for the solicitation of volunteers, and outreach to the community at large to accomplish these goals.

Acquisitions and Conservation Committee
There shall be a committee which is tasked with the responsibility to collect, conserve, and exhibit the Society’s physical properties; to establish a library of the Society’s books, documents, records, and maps; and to oversee the identification, preservation and interpretation of historically significant sites in the community. The committee chair, with the assistance of the membership chair, shall be responsible for the solicitation of volunteers and outreach to the community at large to accomplish these goals.

Section 6-2: Other Committees

The Board may establish other special ad-hoc or pro-tem
committees provided that the committee responsibilities do not fall within the areas of functional responsibility of the standing committees. Additional standing committees may be established by a two-thirds vote of the membership at the annual meeting as a change in the by-laws.

Article 7 - Financial Management

Section 7-1: Fiscal Year

The Society’s fiscal year shall run from January 1st to December 31st of

each calendar year.

Section 7-2: Fund Accounts

The Society shall have the following standing fund accounts:
7-2(a) Operating Account: The operating account shall be the Society’s checking account and the repository of all funds needed to meet immediate and anticipated near term expenditures including payroll. The objective of the operating account shall be to provide readily available cash without necessarily seeking interest income. 7-2(b) General Endowment Fund: This fund shall be the Society’s primary capital account and the repository for all revenues of the Society that are not restricted and are in excess of the amount needed to maintain an adequate balance in the operating account. The objective of the account shall be the preservation of the principal while seeking income growth.
7-2(c) Restricted Funds: The Board may receive funds intended for a specific purpose subject to such terms and conditions as the Board may decide. The Board may, by majority approval, at a meeting called for such purpose, determine how the proceeds thereof shall be used.
7-2(d) Other Funds: Other special, ad-hoc, or pro-tem funds may be established by the Board for specific purposes and with specific objectives as the committee may prescribe.

Section 7-3: Revenues

All Society revenue from donations, dues, sales, advertising, fees, admissions, etc., in the form of cash, checks or money orders received shall be delivered in a timely manner to the treasurer who will give a written receipt for the monies and deposit them into the appropriate accounts. Section 7-4: Budgets
The Board, with the assistance of the finance committee,
shall develop an annual budget for the forthcoming year 30 days prior to the annual meeting. The proposed budget shall be presented to the membership in writing no less than two weeks prior to the annual meeting. Section 7-5: Audit
The accounts of the Society shall be audited at a minimum of once every ten years by a certified accountant, or other qualified person or firm, selected by the Board. Additionally, a compilation and review shall be conducted by a certified accountant, or other qualified person or firm,

selected by the Board whenever there is a new treasurer elected/ appointed.

Article 8 - General

Section 8- 1: Nondiscrimination

The Society shall not discriminate on the basis of race, color, national or ethnic origin, creed, sex, religion, age, marital status, physical or mental disability or sexual preference.
Section 8-2: Conflicts of Interest

All potential conflicts of interest shall be disclosed to the president immediately upon becoming aware of any potential conflicts. The Board members and Society members shall not vote on matters of the Society upon which he or she has a conflict of interest. To the extent permitted by law, no contract or other transaction that the Society may enter into, shall be affected by the presence of a conflict of interest on the part of any Board member, general member, volunteer or paid staff of the Society as long as the conflict has been disclosed and the person who has the conflict has also abstained from voting on the matter.

Section 8-3: Liability

No Board member, committee chair or Society member shall be liable for acts or defaults of any other Board member, committee chair or Society member for any loss sustained by the Society or any member thereof. However, a Board member, committee chair or Society member may be liable for acts or defaults that have resulted from his or her own willful misconduct or gross negligence.

Section 8-4: Parliamentary Authority, Rules of Procedure

The chair of any Society meeting shall be fair to all in
Attendance. Robert’s Rules of Order shall govern the Society in all cases in which they are applicable and in which they are not in conflict
with these By-Laws or the Articles of Incorporation.