THE MILFORD HISTORICAL SOCIETY, INC.
Constitution and By-Laws
(As amended and approved _______)
ARTICLE 1. NAME. The name of this organization is The Milford Historical Society, Inc. ("MHS"). The office of MHS is located at 34 High Street, Milford, in the State of Connecticut.
ARTICLE 2. STATUS. MHS is a Connecticut corporation operating as a non-profit, tax exempt, educational, membership society.
ARTICLE 3. MISSION. The mission of MHS is to promote an interest in local history and encourage an appreciation of its importance. MHS collects, preserves, and interprets significant historical resources to provide an historical context for future growth.
ARTICLE 4. PURPOSE. MHS's purpose is to collect and preserve appropriate antiquities that may be related to the City of Milford, as well as its ancient environs, to preserve such traditions as have been handed down from the past, and to encourage historical and antiquarian investigation and to disseminate historical information. It shall further be the purpose of MHS to diffuse, to its best endeavor, all historical information within its possession and to make this information available to all persons interested in Milford history.
ARTICLE 5. ACTIVITIES OF MHS. No part of the net earnings of MHS shall inure to the benefit of, or be distributed to, its Members, Directors, or other non-Members, except that MHS shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of MHS shall be the carrying on of propaganda or otherwise attempting to influence legislators, and MHS shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. MHS shall not carry on any activities that a Section 501(c)(3) organization is not permitted to undertake.
ARTICLE 6. MEMBERSHIP AND DUES.
Section 1. Members. Membership in MHS is open to any interested person who makes application in writing and pays the required dues (individually "Member" and collectively "Members" or "Membership"). The Board shall determine and adjust the dues as needed.
Section 2. Life Members. Life membership ("Life Membership") may be acquired by a single payment. The Board shall determine the amount of the payments. Life members ("Life Members") shall be exempt from further payment of dues.
Section 3. Honorary Members. The Officers may nominate a person for honorary membership ("Honorary Membership"). The nomination must be approved by a two-thirds vote of those Members present at any General Meeting of MHS. Honorary members ("Honorary Members") shall be exempt from further payment of dues.
Section 4. Votes. All Members shall be entitled to vote at General Meetings.
Section 5. Dues. Dues shall be payable in the month of May of each year. If any dues-paying Member fails to pay annual dues, the name of such member shall be reported by the Membership Chair to the Board, which, after consideration, may direct that such member be removed from the roll or to bring dues up to date.
ARTICLE 7. BOARD OF DIRECTORS
Section 1. Composition and Term. The Board of Directors (the "Board") is the governing body of MHS and shall have authority to act on behalf of MHS within the limits contained herein. The Board is composed of the Officers, the Members-at-Large and the Chairs of the Standing Committees (individually, a "Director" and collectively the "Directors"). Each member of the Board shall be an active member in good standing of MHS. The Officers shall be President (acting as and also known as Chair), 1st Vice-President, 2nd Vice-President, Treasurer, Corresponding Secretary, and Recording Secretary. The Executive Board is composed of the Officers.
The Officers shall serve for a term of one year and for not more than three consecutive terms in the same office. Members-at-Large shall serve for two year terms. Each year three Members-at-Large shall be elected.
All Standing Committee Chairs shall be appointed annually. All Officers, Members-at-Large and Standing Committee Chairs shall assume office on June 1.
Officers shall be eligible for re-election to an Office previously held for three consecutive terms after one year has elapsed since their last term of such service.
Section 2. Vacancies. The Board may appoint a Member to fill out the unexpired term of an Officer should an office become vacant between Annual Meetings. A person appointed to fill an unexpired term may then be elected to their own term(s) without the one-year absence from the same office requirement applying.
Section 3. Removal. The Board may remove a Director or a Member, for gross negligence or unethical behavior pertaining to MHS by a vote of two-thirds of the Board. In addition, any Director who is absent for three or more consecutive meetings without requesting and receiving an approval from the President and/or an Officer for a leave of absence shall be considered for removal.
Section 4. Resignation. Any Director may resign by presenting his/her resignation in writing to the President.
Section 5. Use of Electronics. The Board may at their discretion hold Board Meetings by use of electronic means such as telephone and video conference but not by email. If such means are used, all members must have equal opportunity for participation in the Board Meeting and no voting will take place.
Section 6. Electronic Transmissions. Use of electronic newsletters, email, web site, fax or similar means shall be acceptable for distribution of notices, proposed budgets, announcements, minutes, reports and agenda in the conduct of Society activities. If a Member has requested, in writing, that notices not be made by electronic transmission, then MHS shall deliver notices to such Members by postal service.
ARTICLE 8. BUDGET. The Board shall present a proposed budget to the Members at the May Annual Meeting. A majority vote of the Members present is required for adoption of the budget. The proposed budget shall be made available to the Membership at least five days in advance of the Annual Meeting.
ARTICLE 9. RESPONSIBILITIES OF DIRECTORS.
Section 1. Chair and President. The Chair and President (the "President") shall preside at all meetings of MHS, the Officers and the Board. The President shall call Special Meetings whenever he/she desires, or at the written request of five (5) Members. The President shall make a report on the activities, plans and status of MHS at the Annual Meeting. The President shall appoint all committee chairs and shall be an ex-officio member of all committees. In the absence of the Chair, the 1st Vice-President shall perform the duties of the President.
Section 2. 1st Vice-President. The 1st Vice-President shall have the general responsibility for the following committees: Accessions, Docent, Education, Historian, House and Restoration, Membership, Memorials, and Museum.
Section 3. 2nd Vice-President. The 2nd Vice-President shall have the general responsibility for the following committees: Hospitality, Program, Curator, Publicity, Publications, Ways and Means, Herbcrafters, and Country Store.
Section 4. Recording Secretary. The Recording Secretary shall have custody of the minutes and records of MHS, and shall keep an accurate journal of the activities of MHS and of the Board. The Recording Secretary shall report at each General Meeting and Board Meeting; and also shall be responsible for maintaining Robert's Rules of Order at all meetings.
Section 5. Corresponding Secretary. The Corresponding Secretary shall have the responsibility for preparing and sending notices of Board Meetings at least five days in advance to all Directors and placing a notice of General Meetings in the newsletter and/or by electronic transmission. The Corresponding Secretary shall prepare the general correspondence on behalf of MHS.
Section 6. Treasurer. The Treasurer shall accept and account for all money received by MHS, shall keep an accurate record of all money paid out; shall make timely payment of all routine expenses as they occur or as directed by the Board; and shall submit a detailed State of Financial Status at the close of each fiscal year to be part of the Annual Report. The Treasurer shall have the general responsibility for the finances of all committees of MHS.
Section 7. Officers. All Officers' records shall be deposited at the end of each Officer's term to be kept in MHS archives.
Section 8. Members-at-Large. Six Members-at-Large shall be elected to the Board. The Members-at-Large shall not have specific assignments on the Board, but shall serve as the Membership's representation at the Board Meetings.
Section 9. The Board of Directors. The Board of Directors shall have general supervision of MHS; shall be responsible for the preparation and administration of the annual budget; shall advise the Treasurer respecting the expenditure and placement of funds; shall prepare business for General Meetings; and must approve any expenditure greater than $250.00.
ARTICLE 10. COMMITTEES
Section 1. Committee Chairs. The President shall appoint the chair of each committee (the "Committee Chair"). Each Committee Chair will then name committee members as determined are needed or desired by the Committee Chair. The Committee Chair is responsible for convening meetings of that committee and reporting activities at Board Meetings.
Section 2. Special Committees. Special committees may be authorized by the Board or by the Members of MHS. The President shall appoint all Special Committee chairs.
Section 3. Standing Committees. There shall be the following standing committees: Membership, Historian, House and Restoration, Accessions, Program, Ways and Means, Hospitality, Docent, Museum, Education, Herbcrafters, Publicity, Publications, Country Store, Memorials, and Curator and such other standing committees as may be recommended by a vote of the Executive Board.
Membership Committee. The Membership Committee Chair shall send bills and collect annual dues and keep records of the membership roster. The money received shall be delivered to the Treasurer. The Committee Chair will be responsible for maintaining a current Membership list that shall identify regular, Life and Honorary members.
History Committee. The Historian shall collect and preserve as the property of MHS all records pertaining to the history of MHS past and present and the genealogy of Milford's people, and shall answer correspondence pertaining to the history of Milford.
House and Restoration Committee. The House and Restoration Committee Chair shall be responsible for the general oversight and control over any buildings and grounds owned and/or occupied by MHS. The Committee Chair shall also coordinate with the Accessions Committee Chair as to the maintenance and storage of exhibits.
Accessions Committee. The Accessions Committee Chair shall have charge of the collections belonging to MHS or loans to it in accordance with MHS’s accession policy; shall report to the Board concerning their acceptance or refusal and make acknowledgement to the donors; shall decide on suitable places for exhibiting specimens; and shall have such specimens carefully catalogued. No item of property of MHS may be sold, loaned, exchanged, donated or otherwise disposed of without the consent of the Board in accordance with MHS accession policy.
Program Committee. The Program Committee Chair shall plan programs for the General Meetings of MHS and shall plan such other entertainment or activities as may be desirable.
Ways and Means Committee. The Ways and Means Committee Chair shall have the responsibility to plan and implement fundraisers and grant opportunities to meet the needs of MHS.
Hospitality Committee. The Hospitality Committee Chair shall have the responsibility of providing for the serving of refreshments when needed.
Docent Committee. The Docent Committee Chair shall be responsible for obtaining the necessary tour guides for the houses and grounds on regularly scheduled days and such special occasions as may be required.
Museum Committee. The Museum Committee Chair shall have the responsibility of the arrangement of MHS artifacts for public display in such areas available for this purpose. In addition, the Committee Chair shall also consult with the Accessions Committee Chair as to the historic validity of such pieces as may be desired to display, and, if construction may be required, arrange and coordinate such construction with the House and Restoration Committee Chair.
Education Committee. The Education Committee Chair shall have the responsibility of disseminating historical information with particular emphasis on programs for school children and special groups.
Herbcrafters Committee. The Herbcrafters Committee Chair shall report the activities of the Herbcrafters and be responsible for the upkeep of MHS herb garden.
Publicity Committee. The Publicity Chair shall have the responsibility of supplying the newspapers or social media with items of interest pertaining to MHS and its activities.
Publications Committee. The Publications Committee Chair shall be responsible for preparing and mailing society newsletters and the email distribution of newsletters, the announcement of special events, printing of brochures, annual reports and others as needed.
The Country Store Committee. The Country Store Committee Chair shall be responsible for the operation of the store, maintaining inventory, restocking inventory, and maintaining orderly appearance of the store. Receipts and invoices shall be presented to the Treasurer in a timely manner.
Curator Committee. The Curator Committee Chair shall be responsible for overseeing the care and interpretation of the MHS collection.
Memorials Committee. The Memorials Committee shall oversee the memorial fund (the "Memorials Fund") for the benefit of MHS. The Committee shall receive and administer gifts to the Memorial Fund. A permanent record of gifts to the Memorials Fund shall be maintained and reported in the Annual Report of MHS.
ARTICLE 11. FINANCIAL ADVISORS COMMITTEE
Section 1. The Financial Advisors Committee. The Financial Advisors Committee is a special committee formed to act in a financial advisory capacity for investigating and recommending to the Board the best means of investing MHS' endowment funds (the "Endowment Fund") and appropriate expenditure of the Endowment Fund. The financial Advisors Committee shall present an annual report of the results of the Endowment Fund to the Board at the April meeting.
Section 2. Composition and Terms of The Financial Advisors Committee. The Financial Advisors Committee shall consist of five members who shall serve for five-year terms. In addition, the Treasurer shall serve in an advisory capacity to the Financial Advisors Committee and shall be expected to attend all meetings of the Financial Advisors Committee. Members of the Financial Advisors Committee shall consist of the past Presidents of MHS. Where there is an insufficient number of past Presidents available, the Board shall appoint Members to complete the unexpired terms. Only one person can be appointed to a full five-year-term in any one year. The immediate past President shall automatically be appointed to the Financial Advisors Committee and serve as chair (the "Financial Advisors Chair"). If there are no past Presidents on the Financial Advisors Committee the Financial Advisors Committee shall elect their own chair. The Financial Advisors Chair shall serve until the next past President joins the Financial Advisors Committee. A vacancy for any cause that may occur in the Financial Advisors Committee shall be filled for the unexpired term by appointment by the Board on recommendation of the Financial Advisors Chair. Preference shall be given to past Presidents.
Section 3. Meetings. The Financial Advisors Committee is required to meet at least once per year with additional meetings as determined by the Financial Advisors Committee.
Section 4. Principal. The principal of the Endowment Fund shall not be used for routine operational expenses of MHS. However, subject to the approval of MHS at a duly constituted Annual, General or Special Meeting of the membership, no more than five (5) percent of the principal of the Endowment Fund, less the interest as of May 1st, in any fiscal year, may be used to provide for capital improvements, accessions, preservation of the collections of MHS, or in extraordinary circumstances, directly related to the maintenance and preservation of its buildings and its artifacts. The principal is the amount of the Endowment Fund at the start of the current fiscal year.
Section 5. Income. The income of the Endowment Fund shall be paid over to the operation account of MHS annually.
ARTICLE 12. NOMINATING COMMITTEE. The President shall appoint a special committee (the "Nominating Committee"), consisting of three members, in February. The Nominating Committee shall submit to the Annual Meeting a slate of candidates for each office and members-at-large. Additional nominations may be made from the floor.
ARTICLE 13. MEETINGS
Section 1. Board Meetings. Meetings of the Board ("Board Meetings") shall be held at least five times per year or at the call of the President or on request of any three members of the Board.
Section 2. General Meetings. General membership meetings ("General Meetings") shall be held each July, September, November, January and March.
Section 3. Annual Meeting, Elections and Reports. Officers and the Members-at-Large shall be elected and a budget approved at an annual meeting ("Annual Meeting") to be held in May of the new fiscal year. End of the year reports will be presented at the Annual Meeting by the Officers and committee chairs.
Section 4. Special Meetings. Special meetings ("Special Meeting") may be called by the President, the Board, or on the written request to the President of any five (5) Members. The Membership shall be notified of such Special Meetings, which notice shall specify the time, date and purpose thereof.
Section 5. Voting. All voting of the Membership and/or Board shall be done in person at stated meetings with no allowance for on-line voting.
Section 6. Quorums. Twenty-five Members shall constitute a quorum for the transaction of business at a General Meeting, Special Meeting or Annual Meeting. Five Members of the Board shall constitute a quorum for the transaction of business at a Board Meeting.
Section 7. Notice and Attendance. The Annual Meeting, all Board Meetings and all General Meetings shall require at least five days notice; all Special Meetings shall require at least three days notice. Board Meetings are open to all Members. Closed Executive sessions of the Officers or the Board shall be allowed for purposes of action involving Officers or Members or personnel.
Section 8. Rules. The rules contained in the current edition of Robert's Rules of Order shall govern MHS in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rule of order MHS may adopt. The Recording Secretary shall be responsible for the Rules of Order.
Section 9. Fiscal Year. The fiscal year of MHS shall be May 1 – April 30.
ARTICLE 14. DISSOLUTION. Upon the dissolution of MHS, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of MHS, dispose of all of the assets of MHS exclusively for the purposes of MHS in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code as the Executive Board shall determine. Any of such assets not so disposed of shall be disposed of by the Superior Court of the State of Connecticut, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE 15. AMENDMENTS The by-laws of MHS may be amended by a two-thirds vote of the votes cast at any Annual Meeting, General Meeting or Special Meeting, provided written notice and a copy of the proposed changes have been made available to the Membership at least fifteen (15) days in advance of such meeting. Any Member may submit amendments for consideration. All proposed amendments will be reviewed by the Board which will submit them with recommendation for a vote at the meeting.
ARTICLE 16. ANNUAL FINANCIAL REVIEW. The financial records of MHS will be available for a financial review (the "Financial Review") by an Audit Committee, if appointed, within two months after the close of the fiscal year of MHS. The Audit Committee shall be appointed by the President and shall consist of one or more Members who are not Directors and at least one Member who is a past-President or Treasurer. The Financial Review shall serve as the audit. The results of the Financial Review will be presented to the general membership and duly recorded in the applicable minutes at the next General Meeting following the Financial Review.
ARTICLE 17. MISCELLANEOUS. Any defined term used herein shall have the meaning ascribed to it as defined in these By-Laws.