Lee Historical Society
By Laws
The Lee Historical Society is established to promote and foster a greater knowledge and appreciation of the town of Lee, Massachusetts through research, lectures, exhibits, acquisitions and preservation of historical materials and sites, and other means.
BY-LAWS
Article One – Office – The principal office of the corporation shall be 130 High Street, P.O. Box 170, Lee, MA 01238. The Board of Directors may change this address by filing the appropriate certificate with the Secretary of the Commonwealth of Massachusetts.
Article Two – Membership – A.) Any person(s) wishing to assist in the promotion and fostering of greater knowledge of Lee history may become members by registration and payment of dues. B.) The Board of Directors may establish classes of membership and dues. C.) Each member in good standing will have one vote. D.) The Board of Directors may terminate such membership for cause after an appropriate hearing by majority vote at a legally constituted meeting. E.) A terminated member may be reinstate by majority vote of the Board. F.) Members failing to pay dues within six months of due date shall be automatically dropped from membership and automatically reinstated upon payment.
Article Three – Membership Meetings – A.) An annual membership meeting will be held each October at the call of the President with ten days advance notice to members. B.) Legal notice may be given by electronic communication or by USPS. C.) Such notice will state the specific place, time and agenda of the meeting. D.) A special meeting for a specific purpose may be called by the President, three Board members or by petition of at least five members in good standing. E.) After prior notice, those present will constitute a quorum. F.) Where directors are to be elected, such election may be conducted by electronic or USPS mail in such manner as the Board of Directors shall determine. G.) All meetings of the Corporation shall be conducted by guidance provided by Robert’s Rules of Order.
Article Four – Board of Directors – A.) The membership shall elect a Board of Directors not to exceed eighteen members. B.) Terms of office shall be three years with terms staggered so that one-third of terms expire each year. C.) At its discretion, the Board may confer emeriti status on any member and such members shall be in addition to the limited stated in A. D.) The Board of Directors shall choose its own officers: President, Vice President, Secretary, Treasurer and Immediate Past President (ex-officio). E.) The Board of Directors shall manager the affairs, property and business of the corporation. F.) The Board shall establish a calendar of at least nine meetings per year. G.) The time and place of Board meetings shall be announced regularly to the membership and such meetings shall be open to any member in good standing. H.) A Board member may be removed for cause by two-thirds vote of the Board members present at any legally constituted meeting where such action is included in the advanced agenda. I.) Any vacancy on the Board of Directors may be filled by majority vote of Board members present at any legally constituted meeting. J.) Special meetings of the Board may be called by the President or by any two Board members for a specific purpose with ten days advance notice to the Board membership. K.) Notice of a special meeting must contain time, place and a clearly stated purpose. L.) A majority of Board members constitutes a quorum for any Board meeting. M.) Lacking a quorum, a majority of those present may adjourn such meeting to a specific time and place. N.) Directors shall not receive any compensation for their services except reimbursement for documented expenses approved by the Board.
Article Five – Officers – A. The officers of the corporation shall be a President, Vice President, Secretary, Treasurer and Immediate Past President. B.) The Board will choose its own officers annually. C.) The President will preside at all meetings and will have general charge and supervision of the affairs of the Corporation. D.) The Vice President will preside at meetings in the absence of the President and will assist with corporate affairs as delegated. E.) The Treasurer will manage the financial affairs of the Corporation as directed by the Board and will maintain appropriate records. F.) An Audit Committee (ad hoc) will be chose by the Board to review all records annually. G.) The Secretary will record all proceedings of the Membership and Board and will maintain appropriate records. H.) Any officer may be removed for cause by majority vote of the Board at any legally constituted meeting when such action has been included in the agenda. I.) If required by the Board, any officer shall give the corporation a bond for the faithful performance of his/her duties in such amount and with surety or sureties as shall satisfy the Board.
Article Six – Committees – A.) The Board may designate one or more standing or ad hoc committees with prescribed duties. B.) The chair of such committees must be a Board member, but the committee may include members not elected to the Board. C.) Each committee shall report to the Board as directed.
Article Seven – Legal Instruments – A.) The Board may authorize one or more people to act as its agent, entering into contracts or delivering any instrument in the name of the corporation. B.) A legal agent may be granted general powers or may be confined to a specific instance. C.) Authority to sign checks, drafts or orders on behalf of the corporation shall be granted to the Treasurer unless otherwise determined by the Board. D.) The Corporation may maintain a credit card under terms set by the Board.
Article Eight – Books and Records – A.) The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings, including committee meetings in the principal office. B.) The Corporate seal shall be kept with books and records at the Corporate office. C.) The books and records of the Corporation may be inspected by any member or legally authorized agent there of at any reasonable time. D.) Each officer or Board member shall be fully protected by relying on the good faith upon the books and records of the Corporation by its elected officers, or by any individual designated to act on behalf of the Corporation.
Article Nine – Fiscal Year – The fiscal year of the Corporation shall be the calendar year.
Article Ten – Waiver of Notice – Whenever any notice is required to be given under provisions of law, a waiver thereof in writing signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article Eleven – Insurance – A.) The Board shall have the power to purchase insurance to indemnify the corporation against liability. B.) The Board may also maintain insurance on behalf of any person authorized to act on behalf of the Corporation in any good faith capacity against liability.
Article Twelve – Amendment – A.) These By-laws may be altered, amended or repealed and new By-laws may be adopted by a majority vote of the directors at any legally constituted meeting with 10 days advance notice to the Board except where such provisions may be required by law. B.) No later than the time of giving notice for the next meeting of members following any amending of the By-laws by the Board, notice thereof stating the substance of such changes shall be given to all members. C.) The members may alter, amend, or repeal any By-laws adopted by the Board by majority vote at any legally constituted membership meeting except where such provisions may be required by law.
Adoption date______ August 13, 2020_______
Signed by Officers___Mal Eckert Gary Allen Bambi Johndrow
President Vice President Secretary
