Old Bridgewater Historical Society

Old Bridgewater Historical Society

Old Bridgewater Historical Society Constiution and By-laws

Revised and Adopted January 21st, 2017

Old Bridgewater Historical Society was organized on April 19, 1894, and incorporated July 18, 1895. As a public non-profit, the Society began its incorporation with a Constitution and a set of By-Laws. On January 21st, 2017, the Constitution was merged into the By-Laws creating only one document known as the By-Laws. The By-Laws were also extensively updated to reflect the modern needs of the Society. The revisions made on this date are reflected below.

The By-Laws of the Old Bridgewater Historical Society are as follows:

Article 1 - NAME
The name by which the corporation shall be known is THE OLD BRIDGEWATER HISTORICAL SOCIETY, hereinafter referred to as the Society.
Article 2 - VISION AND MISSION STATEMENT

VISION
The Old Bridgewater Historical Society is the leading center for the research and interpretation of the history, landscape, families, and people that made up the original township of Bridgewater, now represented by the towns Bridgewater, East Bridgewater, West Bridgewater, and Brockton (North Bridgewater).

MISSION
The Old Bridgewater Historical Society exists to promote education and research relating to the original township of Bridgewater, its inhabitants, and its history by collecting, preserving, exhibiting, and interpreting materials, artifacts, and information pertaining to “Old Bridgewater”.

The mission of this Society will be accomplished by:

  1. Lectures, workshops, seminars, and field trips.
  2. Creating and building interest in collecting and preserving genealogical and historical records of the colonial township of Bridgewater, which was made up of the present towns of Bridgewater, East Bridgewater, West Bridgewater, and the City of Brockton.
  3. Collecting, cataloging, preserving, and publishing genealogical records, historical records, and artifacts relating to the colonial township of Bridgewater and making them available to the public.
  4. Bringing together of persons and organizations who are conducting genealogical or historical research of the colonial township of Bridgewater, and promoting fellowship and organization between them.
Article 3 - MEMBERSHIP AND DUES

Section 1 - MEMBERSHIP REQUIREMENTS

Any applicant with sincere interest in the mission of the Society and its successful and continuing operation shall be accepted for membership upon submission of a completed application form and payment of dues.

Section 2 - DUES

  1. The Board of Directors shall recommend annually the dues structure of the Society and shall announce its recommendation in the Society’s newsletter. The proposal must then be approved by a majority of the members at a quarterly meeting. The new dues rate shall become effective January 1st of the following year.
  2. Dues shall be payable annually on or before April 30th and any member who has not paid their dues by June 30th shall be dropped from the membership roll. Any member dropped for non-payment must reapply as a new member in order to be reinstated.
  3. The Board of Directors shall notify in writing any member who has not paid their annual dues by June 1st.

Section 3 - MEMBERSHIP CATEGORIES

The categories of membership shall be:

  1. Individual Membership: Any person who meets the requirements of membership and has paid annual dues.
  2. Household Membership: Additional individuals living at the same address as a member and who meet the requirements of membership may become members by paying one-half of the annual dues. A household shall receive only one copy of Society newsletters and mailings.
  3. Student Membership: Any person who meets the requirements of membership and is a full-time student at either a high school or accredited college shall become a member by paying half of the annual dues. A current student ID must be provided in order to qualify for the discounted rate.
  4. Organizational Membership: Any organization which supports the purposes of the Society shall be a non-voting member and shall receive mailed newsletters only.
  5. Honorary Lifetime Membership: Bestowed upon a person for exceptional service to the Society. An Honorary Lifetime Membership shall be conferred after a two-thirds vote of the Board of Directors. Honorary Lifetime Members are entitled to all the privileges of Individual Members and are exempt from paying dues.
  6. Removal of membership: Any member found to be acting in an unethical manner may be removed by a two thirds vote of the Board of Directors.
Article 4 - BOARD OF DIRECTORS

Section 1 - MEMBERS OF THE BOARD

The Board of Directors shall be comprised of a President, a Vice-President, a Clerk, a Treasurer, and nine Directors. The President, Vice-President, Clerk, and Treasurer shall be considered Officers.

Section 2 - ELIGIBILITY

Only members in good standing and who have been members for a minimum of six months may hold a seat on the Board of Directors. The six-month requirement may be overridden by a majority vote of the Board of Directors on a case-by-case basis.

Section 3 - NOMINATING COMMITTEE

The responsibilities of the Nominating Committee are described in Article Seven, Section 2 under “Standing Committees.”

Section 4 - ELECTIONS

  1. The members of the Board of Directors shall be elected annually by majority vote at the Annual Meeting and shall take office at the close of the meeting.
  2. Voting shall take place with a written ballot.
  3. Absentee ballots will be accepted provided they are received prior to the meeting.
  4. The President shall appoint one or more members in good standing to tally votes.

Section 5 - RECORDS

The members of the Board of Directors shall turn over all monies, accounts, books, papers, records, correspondence, and other property relating to the Society to their successors within fifteen days after leaving office.

Section 6 - TEMPORARY OFFICERS

Any vacancy on the Board of Directors, with the exception of the office of the President, may be filled for the remainder of the unexpired term by a majority vote of the remaining members of the Board of Directors. Any vacancy in the office of President shall be filled by the Vice-President and the office of Vice-President shall be filled for the remainder of the term by a majority vote of the remaining members of the Board.

Article 5 - DUTIES OF THE OFFICERS AND BOARD OF DIRECTORS

Section 1 - PRESIDENT

The President shall:

  1. Be the principal officer, with responsibility for supervising the affairs of the Society.
  2. Preside at all meetings.
  3. Appoint all committees with the approval of the Board, and be an ex officio member of all committees except the Nominating Committee.
  4. Be responsible for enforcing all rules and policies.

Section 2 - VICE-PRESIDENT

The Vice-President shall:

  1. Assist the President and assume all duties of the President during the President’s absence or inability to serve.

Section 3 - CLERK

The Clerk shall:

  1. Keep accurate minutes of the Society’s meetings and at each meeting.
  2. Provide the minutes of the previous meeting.
  3. Keep and have available at all meetings the Articles of Incorporation, Bylaws, and Standing Rules.
  4. Be responsible for filing any non-financial State-required forms required to operate a non-profit corporation in the State of Massachusetts.

Section 4 - TREASURER

The Treasurer shall:

  1. Maintain records of all funds of the Society.
  2. Be responsible for depositing all monies in the name of the Society in a federally insured depository designated by the Board of Directors.
  3. Pay all bills for the society within budgeted amounts. Seek approval from the Board before paying any over budget expenses.
  4. Present a financial report and budget status report at each meeting of the Board of Directors, and a summary of the reports at each quarterly membership meeting.
  5. Serve on the Budget Committee.
  6. Prepare and present the financial records for audit after December 31st and before the Annual Meeting.
  7. File all necessary tax returns and financial documents required by both the State and the Federal governments.
  8. Maintain a record of dues receipts.
  9. Adhere to privacy standards for membership and donor information.
  10. Keep records of donations and donors.
  11. Obtain and maintain adequate insurance policies.

Section 5 - DIRECTORS

The Directors may be asked to perform tasks relating to the business of the Society, including:

  1. Mail dues delinquency letters.
  2. Submit plans for fundraising.
  3. Chair committees.
  4. Prepare sites for Board and membership meetings.
  5. Respond to queries and correspondence of the membership and general public.
  6. Maintain accession logs and inventories of assets.
  7. Foster memberships.
  8. Assist with the compilation of the Society’s newsletters and turning in any information that should be printed in the newsletter.
  9. Maintain social media and the Society’s website.
  10. Pick mail up from the post office and distribute it accordingly.

Section 6 - BOARD RESPONSIBILITIES AND AUTHORITY

The Board of Directors shall:

  1. Have ultimate responsibility and authority for the business of the Society.
  2. The Board may decide on issues, with a majority vote.
  3. Have general supervision of the Society between its business meetings and direct the activities of the Society in a well-planned and practical manner for the benefit of the membership.
  4. Operate the Society as a nonprofit organization so that no part of its assets shall benefit any single individual.
  5. Establish, monitor, and adjust sound fiscal management policies.
Article 6 - MEETINGS

Section 1 - MEETINGS OF THE BOARD OF DIRECTORS

  1. The Board of Directors shall meet once a month.
  2. The Board of Directors shall decide the date, time and place of the meeting.
  3. Eight Board members shall constitute a quorum.
  4. Board members may not cast absentee votes.
  5. Any member of the Board who is absent from three consecutive Board meetings, without a reason determined by the President to be acceptable, shall be considered to have resigned from the Board, and their position shall be filled as provided elsewhere in these bylaws.
  6. In the event that an issue requires a vote and cannot wait until the next scheduled board meeting, the President may request a vote via electronic or telephonic means of communication. Members will be given a minimum of 24 hours to respond. All members must be contacted and allowed an opportunity to cast a vote, even if a majority vote has already been obtained. Results shall be recorded within the minutes of the next scheduled board meeting.
  7. In the months of January, April, July, and October, the Board of Directors shall meet no more than one week prior to the regular membership meeting.

Section 2 - MEMBERSHIP MEETINGS

  1. The regular membership meetings of the Society shall be held during the months of January, April, July, and October.
  2. The time and place of the meetings shall be decided by the Board of Directors.
  3. Ten voting members shall constitute a quorum.
  4. An agenda and notice of the meeting shall be mailed to the membership no less than twenty days prior to the meeting.
  5. Each member in good standing and in attendance shall have one vote regarding business matters. No proxy or absentee votes shall be accepted.

Section 3 - ANNUAL MEETINGS

  1. The Annual Meeting shall be held in April.
  2. The time and place of the meetings shall be decided by the Board of Directors.
  3. An agenda and notice of the meeting shall be distributed to the membership no less than twenty days prior to the meeting.
  4. Each member in good standing and in attendance shall have one vote regarding business. matters. No proxy or absentee votes shall be accepted.
  5. Ten voting members shall constitute a quorum.

Section 4 - SPECIAL MEETINGS

  1. Special meetings may be held at the call of the President or by a petition signed by five Society members in good standing giving no less than two weeks’ notice.
Article 7 - COMMITTEES

Section 1 - COMMITTEES

  1. Committees shall be made up of Society members in good standing and should not contain more than seven (7) members. Standing committees shall have at least one (1) member who is on the Board of Directors.
  2. The chairperson for each committee shall be chosen by the committee members. In the event that they are unable to choose a chairperson themselves, the President shall choose a committee member for the position.
  3. All committee chairpersons are expected to present or submit a detailed status report to the Board of Directors in time for the monthly Board meeting.
  4. The President shall be an ex officio non-voting member of every committee.
  5. All committee expenditures need to be budgeted or pre-approved by a majority vote of the Board of Directors.
  6. Each Committee is responsible for developing the Committee’s Policies. All Committee Policies must be presented to the Board for approval.
  7. All approved policies are binding on all members of the Society.

Section 2 - STANDING COMMITTEES

Standing committees are permanent committees charged with performing necessary functions of the Society in a particular area. The standing committees of the Society and their duties are as follows:

  • NOMINATING COMMITTEE
    • The President, with the advice and consent of the four Officers, shall appoint a Nominating Committee, consisting of three other members, no later than three months before the Annual meeting. No Officer shall be a member of the Nominating Committee.
    • The committee shall present nominations to the Board for approval at the March meeting and shall submit them in the Society newsletter to notify the membership no later than one week following the March meeting.
    • The Nominating Committee shall present nominees for the membership to vote on at the Annual Meeting. No nominee should be named, either by the Nominating Committee or the floor, without consent. Members of the Nominating Committee may also be nominees.
    • Additional nominations may be made from the floor at the Annual Meeting provided the nominee is present at the meeting.
  • BUDGET COMMITTEE
    • The Budget Committee shall submit an annual budget to the annual meeting and audit the Treasurer’s reports prior to the members’ meetings.
  • MAINTENANCE COMMITTEE
    • The Maintenance Committee shall be responsible for performing a walk-through of all Society-owned properties on a monthly basis and noting all structural, safety, and aesthetic repairs that need to be made, as well as noting any recommended improvements, and obtaining estimates for repairs.
  • KEITH HOUSE COMMITTEE
    • The Keith House Committee shall be responsible for the day-to-day operations of activities pertaining to the Keith House, including any activities or tours taking place on the Keith House premises.
  • MEMORIAL BUILDING COMMITTEE
    • The Memorial Building Committee shall be responsible for the day-to-day operations of activities pertaining to the Memorial Building, including tours, hosting guests, answering correspondence, and assisting researchers.
  • COLLECTIONS COMMITTEE
    • The Collections Committee shall be responsible for creating and implementing policies, plans, and procedures for properly acquiring, documenting, caring for, and making accessible the archive and artifact collection held by OBHS.
  • PUBLICATIONS AND MEDIA COMMITTEE
    • The Publications and Media Committee shall be responsible for developing and maintaining the Society’s catalog of publications for sale, free pamphlets for distribution, and the society’s social media sites.
  • MEMBERSHIP COMMITTEE
    • The Membership Committee shall be responsible for recruiting individual and corporate memberships in accordance with membership categories described elsewhere in these by laws.
    • They shall maintain current rosters, update member information, and notify members of renewals.
  • EVENTS AND FUNDRAISING COMMITTEE
    • The Events Planning Committee shall be responsible for developing, scheduling, planning, publicizing, and executing major events for the Society. This Committee shall also be responsible for scheduling, coordinating and billing all rentals of society property for any non-society events.
  • MERCHANDISE AND SALES COMMITTEE
  • The Merchandise and Sales Committee shall be responsible for maintaining inventory, tracking sales, setting prices, submitting a budget, collecting sales tax, and submitting to Treasurer.

Section 3 - AD HOC COMMITTEES

Special committees may be created by the Board of Directors to address specific Society needs. These committees will exist only until their purpose has been completed and reported to the Board or the general Membership. Special Committees may require budgeting. Any special committee expenses or revenue must be reported to the Treasurer.

Article 8 - FINANCES
  1. The President and the Treasurer shall be authorized as signatories on the Society’s accounts at financial institutions. The Board of Directors may approve the creation of special accounts and may authorize other members to be signatories on those accounts.
  2. The permanent records of the financial accounts of the Society shall be kept on premises and in accordance with sound accounting practices.
Article 9 - AMENDMENT OF BYLAWS
  1. The Board of Directors shall determine when amendments to these bylaws are in order and shall create a Bylaws Committee to draw up the changes.
  2. Written notice of the proposed bylaw changes shall be mailed to all members at least three weeks prior to the date of the vote.
  3. At the regular quarterly members meeting following notification, a majority vote of the members shall be required to adopt the amendments.
  4. Amendments shall become effective upon adoption unless otherwise specified in the amendment(s).
Article 10 - DISPOSAL OF ASSETS
No assets valued at more than one hundred dollars ($100) may be disposed of or sold without a majority approval of the Board of Directors.
Article 11 - DISSOLUTION OF SOCIETY

The Society can only be dissolved by a majority vote of members present at a special meeting called for that purpose.

In the event of dissolution of the Society, any remaining assets shall be distributed to another Massachusetts organization of similar purpose, or to a charitable organization, provided the organization is exempt under the current version of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future tax code.

Any assets for which a suitable home cannot be found shall be converted to cash. Cash from the sale of assets, as well as any other liquid assets shall be given to the public libraries and 501(c)(3) historical organizations in the geographic area of Old Bridgewater for the purposes of obtaining historical and genealogical materials for their historical research room.

Article 12 - ORDER OF PROCEEDINGS AT MEETINGS

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and not inconsistent with these bylaws and special rules of order the Society may adopt.