Sprague Historical Society

BYLAWS

Draft

November 18, 2003

Article I

Identification

Identification:  These are the Bylaws of the Sprague Historical Society, hereinafter generally referred to as the Society in these Bylaws.  The Society has been organized for the purpose of operating and administering the principal public historical society for the Town of Sprague, Connecticut, for the benefit of Sprague residents and the general public. The Society is an agency of the Town of Sprague and reports to the office of the First Selectman.

Location:  The Society is located at the Grist Mill, on Main Street, Baltic, Connecticut.

Fiscal Year:  The fiscal year of the Society shall be from July 1 through June 30 of each year.

Tax Exempt Status:  As an agency of the Town of Sprague, the Society is organized and intended to be a not-for-profit, tax exempt organization, and is organized exclusively for the benefit of the general public.

Membership: The Society is a membership organization, that is, individuals may be enrolled as members with certain qualifications stipulated in these bylaws. Members have the power to appoint and remove members of the Board of Directors.

Article II

Objectives

The general objectives of the Sprague Public Society are:

1.  To explore, preserve, celebrate, and share the historical heritage of the Town of Sprague and its three villages: Baltic, Hanover, and Versailles.

2.  To preserve artifacts and information of ongoing history for future use.

3.  To serve the community as a center of reliable information.

4.  To provide opportunity and encouragement for children, youth, and adults to know and appreciate the history of Sprague.

5.  To inventory, catalog, and otherwise preserve in an organized fashion artifacts and information of historical interest.

6. To secure and ensure financial resources for the pursuit of Society mission  and objectives.

7. To serve as a resource for people and organizations that would like to know about the history of Sprague. 

Article III

Society Policies

The Society shall serve all members of the general public, regardless or race, national or ethnic identity, religion, gender, age, sexual orientation, or disability.  Accommodations for persons with disabilities shall be made as reasonably practicable, in accordance with the Americans with Disabilities Act (ADA).

A Board of Directors shall establish policies pursuant to the mission  and objectives of the Society.

The Board of Directors, Society members, and employed staff shall seek out grants and support legislation which would benefit the Society.

The Board of Directors shall welcome the assistance and recommendations of outside organizations.

Article IV

Board of Directors

Powers and Duties.  The affairs of the Society shall be managed by the Board of Directors, including all matters of personnel and assets of the Society.  It shall number no more than 7 members. The First Selectman retains the right to veto or modify all decisions.

Qualifications of Board Members.  All members of the Board of Directors shall be residents or taxpayers of the Town of Sprague, Connecticut.  If any person or that person or spouse or children is an employee of the Society, that person shall be disqualified from serving as a member of the Board.

Appointment of the Board of Directors.  The appointment of board members shall be conducted in the following manner.

Each year the general membership of the Society shall elect board members. All positions are to be open for election on the same date each year.

The membership shall have the power to remove a member of the Board of Directors with a total vote consisting of half the membership plus one.

Election of new members to the Board of Directors shall be held during a regularly scheduled meeting of the Board that will announced at least 30 days prior to the meeting. Nominations may come from the floor or the Board of Directors.

Only members are eligible for election to the board.

Any member of the Board so elected shall have their appointment confirmed by the First Selectman except for cause.

If any board member fails to attend three consecutive regularly scheduled meetings of the Board, the Secretary shall notify the Chairperson, who may consider requesting the resignation of such member. On the meeting following that third consecutive regularly scheduled meeting, the membership may vote to remove the board member. The membership may also elect a new member at that time.

Term.  Board members may serve until the next general election. The number of terms of each board members service shall not be limited.

Regular Meetings.  The Board of Directors shall meet every month at a regular time to be established by the Board. The meetings shall be open to the public. The membership may participate in discussions in an organized manner that does not hinder board decisions. A schedule of regular meetings shall be provided to the Office of the First Selectman for publication as required.

Special Meetings.  Special meetings of the Board may be called by the Chairperson. The Secretary may also call a special meeting at the written request of a quorum of board members. The Chairperson shall endeavor to allow as much prior notice as possible, but it shall in no case be less than 24 hours. All board members shall be directly notified of the schedule and purpose of the special meeting. 

Rules.  Meetings of the Board shall be conducted using Roberto's Rules of Order only as a guideline. By majority vote the Board may decide to temporarily set aside Roberto's Rules in the interest of continuing the purpose of the meeting.

Quorum.  A quorum for the transaction of business at any meeting of the Board shall consist of four members of the Board or, if there are fewer than seven members on the board, three members shall constitute a quorum. If the number of members is fewer than four, a quorum shall consist of existing board members.

Presiding Officer.  The presiding officer at all Board meetings shall be the Chairperson.  In the absence of the Chairperson, another member shall preside as directed by the Chairperson.

Board of Directors Not Compensated.  The Board of Directors shall receive no compensation or benefits for any services rendered to the Society, but may only be reimbursed reasonable expenses incurred upon approval of the Board.

Voting. Board members must be present to vote. The chairman shall vote only when his or her vote will affect the outcome of the vote. Except as stated in these bylaws, a simple majority of members present shall carry a vote.

 

Article V

Officers of the Board of Directors

The officers of the Board of Directors shall be the Chairperson, Secretary, and Treasurer.  All officers shall be members of the Society and of the Board.

Chairperson.  The Chairperson shall preside at all meetings of the Board, authorize calls for any special meetings, appoint all committees, execute documents authorized by the Board, and carry out all duties associated with the office of Chairperson.  The Chairperson shall be responsible for preparing an Annual Report to the First Selectman, as well as an annual budget request.  The Chairperson may appoint ad hoc committees as deemed necessary. The Chairperson shall countersign all disbursement checks.

Secretary.  The Secretary shall keep an accurate and true record of all meetings of the Board, shall issue notices and agenda of all forth-coming meetings and shall perform such other duties as are generally associated with that office.

Treasurer.  The Treasurer shall be the disbursing officer of the Board, shall countersign all checks and shall perform such duties as are generally associated with that office, including overseeing the preparation of the Annual Financial Report to the Town and a statistical report to the State.

Officers Not Compensated.  The Officers shall receive no compensation or benefits for any services rendered to the Society, but may only be reimbursed reasonable expenses incurred upon approval of the Board.
 

Article VI

General Responsibilities of the Board of Directors

The general responsibilities of the Board of Directors shall include:

1.  To determine and adopt policies to govern the operation and programs of the Society, and to set Society hours of operations.

2.  To attempt to secure adequate funds to carry on the Society's programs, to seek grants, and to support legislation that would benefit the Society.

3.  To assess the needs of the Society in meeting community needs;

4.  To provide reports as needed to the Town, State, and grant providers.

5.  Report regularly to governing officials and the general public.

6. To welcome the assistance and recommendations of outside organizations.

7. To set job specifications for the Society director and other staff, and to guide and evaluate their performance.

Article VII

Society Staff and Volunteers

The Board has the power to appoint a qualified Society Director who shall serve under its review and at its direction.  The Board shall set the compensation, terms of employment, and job duties of the Society Director and other Society staff as may be hired.  In setting compensation levels, the Board shall remain within budgetary constraints.

The Society Director shall assist in the hiring of other staff.  All recommendations shall require approval by the Board.

The Society Director shall be responsible to outline, oversee, supervise and direct the responsibilities of all other Society staff and volunteers, in accordance with job specifications, subject to the approval of the Board.

Volunteers shall be encouraged and utilized to their highest potential.

Performance evaluations shall be performed on all Society staff, at a minimum, annually.  Evaluations shall be performed as needed whenever a staff members work is not meeting the Boards expectations.  Any Society staff not performing to the Boards expectations shall be given written notice of deficiencies and required improvements, and a reasonable period of time (as determined by the Chairperson) to bring performance up to an acceptable level.  Terms of appointment for Society staff shall be determined by the First Selectman and may be terminated if performance is deemed inadequate or contrary to the policies and objectives of the Society.

Article VIII

Fiscal Records

The financial records of the Society shall be under the supervision of the Treasurer in accordance with generally accepted accounting practices.  The annual audit of the Society shall be available for inspection by any member of the public by appointment.

Article IX

Non-Profit Status

No part of the net earnings of the Society shall inure to the benefit of, or be distributable to the members of the Board of Directors except that the Society shall be authorized and empowered to pay reasonable compensations for services rendered and to make payments and distributions in furtherance of the non-profit purposes for which it was organized.  The Society shall not participate, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate to public office.  Notwithstanding any other provision of these Bylaws, the Society shall not carry on any other activities not permitted to be carried on by a State law.

Any other provisions of these Bylaws notwithstanding, the Board of Directors shall not engage in or activate self dealing as defined in Section 4941 (d) of the Internal Revenue Code or corresponding section of any future federal tax code; nor retain any excess business holdings as defined in Section 4943 © of the Internal Revenue Code or any corresponding section of any future tax code; nor make any investment in such a manner as to incur tax liability under Section 4944 of the Internal Revenue Code, or any corresponding section of any future federal tax code; nor make any taxable expenditure as defined in Section 4945 (d) of the Internal Revenue Code or any corresponding section of any future federal tax code.

Article X

Amendments and Revisions

The general membership may amend these Bylaws by a simple majority provided notice of amendment has been sent to each member at least 30 days days prior to the meeting.  A copy of the Bylaws in force shall be kept on file at the Town Hall and at the Society, and shall be available to members of the public on demand.