Sanbornton Historical Society

Bylaws

ARTICLE I. NAME

 

The name of this organization shall be the Sanbornton Historical Society. The Society is incorporated as a non-profit organization under the laws of the State of New Hampshire.

 

ARTICLE II. PURPOSES

 

The purposes for which the Society is formed are the following:

 

1. To promote and inculcate an interest in and an understanding of the history and development of the Town of Sanbornton and whatever relates thereto.

 

2. To collect and preserve historical and educational material, including antiques, histories, genealogies, directories, newspapers, manuscripts, pamphlets, diaries, letters, account books, charts, maps, documents and whatever may relate to the life, conditions and activities of the past and present of the Town of Sanbornton, including the original land grant.

 

3. To organize and preserve such historical and educational material, and so far as practicable, to make such material available for examination and study for those who may so desire, particularly the inhabitants of the Town of Sanbornton.

 

4. To locate, preserve, and mark historical sites and places of public interest in the Town of Sanbornton.

 

5. To disseminate historical information and arouse interest in the history, culture and development of New Hampshire and particularly the Town of Sanbornton, by publication of historical articles and by holding public meetings and assemblies for historical and related purposes.

 

6. To promote the sense of community, as well as the historical and rural character of Sanbornton.

 

ARTICLE III. FISCAL YEAR

 

The fiscal year will run from January 1 through December 31. Terms of appointments and elected offices shall correspond to the same.

 

ARTICLE IV. MEMBERSHIP

 

The society shall consist of regular, life and honorary memberships.

 

1. Membership is open, upon payment of dues, to any individual or institution concerned with or interested in the purposes of the Society.

 

2. The Governing Board shall have the right and power to determine and recommend the dues structure for final approval by the membership.  The dues structure will be published in the program book and on the Society web site.  On an emergency or out-of-cycle basis, the Governing Board may raise the regular membership dues for a one year period, without approval by the membership, provided that raise does not exceed 50% for the existing dues structure.  At the next scheduled annual meeting, after such a raise, the membership will vote to retain the raised regular membership dues structure for the succeeding years.

 

3. Dues shall be payable on admission and thereafter by 1 May for the fiscal year. (Amended 4 Oct 2010)

 

4. Honorary membership may be conferred upon a person who has rendered an outstanding service or contribution to the Society and shall be by majority vote of the members present at the meeting at which the person's name is submitted by the Governing Board. Honorary members shall pay no dues.

 

5. Life and honorary members shall have all the privileges of the Society and all the rights of voting and holding office.

 

6. Members who chose to make monetary donations for on-going restorations and programs in excess of regular or lifetime membership dues shall be recognized with mention in the annual membership booklet based upon the following three levels of giving:

 

Trail Blazer      Path Finder     Voyager

$1 to $49         $50 to $99       $100 and up

 

ARTICLE V. OFFICERS AND GOVERNMENT

 

1. Management of the Society shall be vested in a Governing Board consisting of five officers, four directors, and the immediate past president of the Society. The officers shall be a president, a vice president, a recording secretary, a corresponding secretary and a treasurer.

 

2. Officers shall be elected for terms of one year each at the annual meeting by quorum vote. Officers shall serve no more than four consecutive terms in one office and are eligible for re-election after expiration of one year since their last term of office.

 

3. Directors shall be elected for a three-year term; one new director shall be elected each year. A director is eligible for re-election after expiration of one year since his/her last term of office.

 

4. A Nominating Committee shall be appointed by the Governing Board at least sixty days prior to the annual meeting.

 

5. The Governing Board shall be empowered to extend the term of an individual currently in office when this extension is in the best interest of the Historical Society.

 

6. If for whatever reason a member of the Governing Board does not complete his/her term of office, upon his/her resignation, the Board shall appoint a successor to serve the resigned member’s unexpired term of office.

 

7. Each Director shall and each Governing Board member may serve as a liaison to at least one committee of the Society.

 

8. Governing Board members shall be expected to attend as many meetings of the Board and of the Society as possible.

 

9. The Board shall have the authority to transact all business that comes before the Society relating to control and management of property, affairs, activities, and funds of the Society. The Board shall determine all policies of administration and operation of the Society, and shall assume responsibility for all its funds and financial transactions. Decisions of major importance, including all financial expenditures exceeding $500.00 shall be referred to the membership at regular or special meetings for approval. In case of emergency, the Board is empowered to spend the funds necessary to deal with the situation.

 

10. All Board members are charged with upholding the purposes of the Society as stated in Article II above.

 

11. Meetings of the Governing Board are open to the membership. Only Board members shall make motions, vote and otherwise participate in official policy making. The president shall have the authority to call or cancel meetings of the Board.

 

12. The Governing Board shall be responsible for a biennial review of the bylaws. The bylaws may be written, amended, altered or repealed at any meeting of the Society. Members shall be notified by mail postmarked 30 days prior to any meeting at which updates to the bylaws will be considered. (See Article VIII, No.5)

 

13. An elected or appointed member of the Governing Board may be removed from office for cause.  “Cause” shall include, without limitation, failure to perform the duties of their office, failure without excuse to attend board meetings or act in such a way as to injure the Society’s reputation or hamper its work.  Any member of the Governing Board may file written charges against any elected or appointed member of the Governing Board, specifying the grounds for removal from office.  The Governing board shall hold a hearing about the charges.  The President shall give thirty (30) days written notice, delivered in person or sent by certified mail, to such member, specifying the time and place of the hearing and the charges.  The charged member is entitled to be present at the hearing, to be represented by counsel and to present their defense.  The charged member is not entitled to be present during the Governing board’s deliberations or to vote.  If the Governing board determines, by two-third (2/3) vote of those present that cause for removal exists, the charged member shall be removed from office effective immediately upon notice.

 

ARTICLE VI. DUTIES OF OFFICERS

 

The President shall:

 

1. Preside at all meetings of the Board and of the Society.

 

2. Be the second signatory for the Society's financial accounts. The President will have the capability to review the financial accounts on paper and/or on-line.  Be the second signatory for the Society's safe-deposit box.  The President may delegate the second signatory duty for the Society's safe-deposit box to the Vice-President. 

 

3. Write the annual letter.

 

4. In conjunction with the Governing Board, be responsible for program planning and finding hosts and hostesses for each program.

 

5. Serve on the Financial Oversight Committee.  Review and initial the annual report prior to submission to the State of New Hampshire Department of Justice, Division of Charitable Trusts.

 

The Vice President shall:

 

1. Assume the duties and the authority of the President in his/her absence.

 

2. Be responsible for news releases and other publicity of Society meetings and activities.

 

3. See that each new Board member receives an orientation before he/she takes office. The orientation is to include a tour of the Lane Tavern, a history of the Sanbornton Historical Society, a copy of the current bylaws, a copy of the Conflict of Interest Policy Statement and copies of the minutes of all Board and Membership meetings of the current year just ending.

 

4.  Be the tertiary signatory for the Society's financial accounts. The Vice-President will have the capability to review the financial accounts on paper and/or on-line.  Be the delegated signatory for the Society's safe-deposit box. 

 

The Recording Secretary shall:

 

1. Keep full records of all meetings of the Governing Board and of the Society.

 

2. Read or otherwise make accessible to the membership the minutes of the previous membership meetings.

 

3. Send minutes of previous Board meetings and notices of upcoming Board meetings to all Board members.

 

4. Assume the duties of the Corresponding Secretary in his/her temporary absence.

 

5. Be responsible for reporting any amendments to the bylaws to the Attorney General (Attorney General's Office, Division of Charitable Trusts, 25 Capital Street, Concord, NH 03301) of the State of New Hampshire as soon as approved.

 

The Corresponding Secretary shall:

 

1. Be responsible for all mail delivered to the Society at its current P.O. Box in Sanbornton, NH 03269; and distribute or handle that mail or confer with the President as appropriate. (Amended 4 Oct 2010)

 

2. Conduct specific correspondence of the Society at the request of the President and of the Board.

 

3. Write acknowledgments of all donations to the Society's collections and of deaths of members and notes of appreciation to Program Speakers.

 

4. Keep a scrapbook of news clippings or copies of new items of historical significance to the Town of Sanbornton, thereby acting as current historian.

 

5. Assume the duties of the Recording Secretary in his/her temporary absence.

 

6. Be responsible for mailing all official notices to the membership, including the annual letter and directory and proposed amendments to the bylaws.

 

7. Mail the annual letter and directory to the New Hampshire Historical Society and other local organizations.

 

8. Collect the membership dues and donations delivered to the Society at its current P.O. Box.  Record such information before passing the dues and donations to the Treasurer for action.  Work with the Treasurer to keep membership dues and donations information current.  Collect any financial mailings and pass them to the Treasurer for action. (Amended 4 Oct 2010)

 

The Treasurer shall:

 

1. Keep an accurate record of all monies received and disbursed by the Society.

 

2. Be responsible for all bank deposits and investments in the name of the Society and pay all the Society's bills and be the first signatory for the Society's safe deposit box.

 

3. Collect and record all membership dues.

 

4. Provide all new member contact information to the Membership Committee.

 

5. Inform Corresponding Secretary of all donations received, all changes of address, and the names and addresses of new members.

 

6. Read or otherwise make accessible monthly accounts at regular membership meetings of the Society.  Read or otherwise make accessible monthly accounts (to include all income, expenses, bank statements and checkbook registers since the last meeting) at regular Governing board meetings of the Society.

 

7. Submit an annual financial statement to be included in the annual letter to the membership.

 

8. Present honoraria to program speakers.

 

9. File annually with the State of New Hampshire Department of Justice, Division of Charitable Trusts.  The Governing board will review the report prior to filing and include a copy in the board minutes.

 

10. Prepare an annual budget and prior/current year cash flow analysis for the Governing Board’s discussion and approval at the first board meeting of the fiscal year.

 

11. Serve on the Financial Oversight Committee.

 

ARTICLE VII. COMMITTEES

 

1. All committees shall actively uphold the purposes of the Society as stated in Article II. Committee chairs shall be appointed by the Board or selected by the Committee members.

 

2. Committees may make reports of proposed or on-going activities to the Board and to the membership, with prior knowledge of the President; shall submit an annual report to the President at the end of the fiscal year, to be included in the annual letter to members.

 

3. The Building Committee shall be responsible for capital improvement to and maintenance of Lane Tavern and the Garage, according to guidelines of proper historic preservation as described by the U.S. Department of the Interior; shall be responsible for seasonal operation of Lane Tavern, including fireplaces, water, plumbing, basement ventilation and any other considerations or contingencies yet unforeseen; shall be responsible with the Tavern Uses Committee for the cleaning of the Tavern as is necessary seasonally, or before and after special events; shall be responsible with the President for the preparation of the Tavern for general meetings.

 

4. The Collections Committee shall be responsible for the preservation of the collections and for the exhibition of articles of significance to the Town of Sanbornton. The Committee shall write a policy statement on collections management to be reviewed annually by the Governing Board and the Committee and shall periodically report all new accessions to the Board and to the membership. The Committee shall conduct its business according to guidelines published by the American Association of State and Local History.

 

5. The Education Committee shall be responsible for school tours of Lane Tavern, its grounds and collections; and for any other educational or outreach programs of its own design that are of historical significance to the Town of Sanbornton.

 

6. The Grounds and Landscape Committee shall be responsible for annual and perennial beautification and maintenance of gardens and grounds owned by the Society, including the brick walls at the front and side of the Tavern.

 

7. The Tavern Uses Committee shall write a policy statement, including a fee schedule to be reviewed by the Governing Board periodically; shall be responsible for scheduling events other than Society activities to take place at Lane Tavern, making the contract for such an event, and opening and closing the Tavern for such an event; shall communicate with the Buildings Committee on any such scheduled event immediately upon receiving the request for same.

 

8. The Farmers' Market Committee shall plan and operate the farmers' market on the grounds of the Society. This Committee may develop market guidelines, elect an advisory board, schedule meetings and receive and disburse monies. The Farmers' Market Committee shall recommend a director to the Governing Board for a three-year term, submit monthly financial data to the Society Treasurer, assist in the maintenance and upkeep of any grounds and buildings used by the market and assist other committees as required. All farmers' market members and vendors shall become members of the Society.

 

9. The Nominating Committee shall consist of one member of the current Governing Board, one past president of the Society and one member of the Society. This Committee shall present a slate of officers and directors for the coming year at the annual meeting, for election by the membership. This Committee shall be dissolved after the annual meeting.

 

10. The Membership Committee shall send to each new member a welcome note, a membership book, the annual letter and a link to the Society’s web site. The Committee shall send a note to all visitors who sign the visitor’s book in the Lane Tavern. The membership committee will provide recommendations to the Board regarding ways and means in which the Society can increase and strengthen its annual membership.

 

11. The Financial Oversight Committee (FOC) is made up of the President, Treasurer, and one at large board member, (past president or other) and one reviewer. The FOC will make recommendations on managing the Society’s funds. The FOC will conduct an annual in-house financial review within two months of the close of the fiscal year (1 January-31 December). The treasurer for that fiscal year will participate in the review. The Society’s annual report shall contain a statement regarding the results of the annual in-house review. The FOC will provide analysis and insights into the financial wellbeing of the organization and make recommendations regarding any modifications needed to annual budgets, membership rates, cash flow management, and fund raising requirements.

 

12. The Fund Raising Committee shall consist of one Board member and two members at large. It will develop strategies for fund raising and ideas for fund raising events and present these to the Board at a minimum at the March meeting each year with estimates on how much money can be received (net income).  They will also consider: planned giving, grant opportunities; and other longer term fund raising methodologies. Their recommendations will be reviewed by the Board who will decide how to implement them.

 

13. Special Ad Hoc Committees may be appointed by the Board as necessary.

 

ARTICLE VIII. MEETINGS

 

1. All meetings of the Society shall be governed by Roberts' Rules of Order.

 

2. Fifteen members present shall constitute a quorum for the conducting of official business at membership meetings; four voting members, plus the presiding officer, will constitute a quorum for conducting official business at Board meetings.

 

3. Regular meetings of the Society shall be held April through October; the Board may change meeting dates as necessary.  (Amended 4 Oct 2010)

 

4. The annual meeting of the Society shall be held in October for the election of officers and for the transaction of other business as may come before it. Nominees for officers and directors shall be presented by the Nominating Committee, and nominations may be made from the floor as well.  (Amended 4 Oct 2010)

 

5. Special meetings of the Society may be called by the president, by a majority of the Board, or by written request of ten members of the Society. Members shall be notified by mail postmarked 30 days prior to any meeting at which action on special items may be required. No other business shall be included in the notice.

 

6. Notices of regular meetings, the annual meeting, and special events shall be mailed to members in the form of an annual directory, postmarked 30 days prior to the first meeting of the fiscal year.

 

ARTICLE IX. CONFLICT OF INTEREST POLICY

 

Any possible conflict of interest on the part of any member of the Board shall be disclosed in writing to the Board and made a matter of record at the Annual Meeting of the Society and also when the interest involves a specific matter before the Board. Where a transaction involving a Board member exceeds five hundred dollars ($500) but is less than five thousand dollars ($5000). a two-thirds vote of the disinterested Board members is required. Where a transaction involving a Board member exceeds five thousand dollars ($5000) in a fiscal year, then a two-thirds vote of the disinterested Board members and publication in the Laconia newspaper, The Citizen, is required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself.

 

Every new member of the Board of the Sanbornton Historical Society will be advised of this policy upon assuming the duties of his or her office, and shall sign a statement acknowledging understanding of and agreement to this policy. The Board of the Sanbornton Historical Society will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.  (Originally adopted: April 30, 1998).

 

ARTICLE X: FUNDS.

 

1. The Mildred Coombs Memorial Scholarship Fund: The Sanbornton Historical Society (SHS) will receive, hold, manage and expend monies within this fund for historical activities restricted to Sanbornton, the SHS collection, and buildings and grounds. The priority for these historical activities are: scholarship & study, research, documentation, publications, and for the management & maintenance of these historical activities. The SHS Governing Board will determine the expenditure of monies within this fund in accordance with these priorities and the need for the expenditure. Other funds, donations and monies may be used in conjunction with this restricted fund to accomplish these historical activities.

 

2. The SHS Memorial Fund: The SHS will receive, hold, manage and expend non-restricted monies within this fund given to the SHS as a remembrance, bequest, gift, grant or contribution of an individual or organization. The SHS Governing Board will determine the expenditure of this non-restricted fund in accordance with the need for the expenditure. Monies within this fund will not normally be used to cover "regular operating expenses," except on an emergency, reimbursable basis, and may be transferred to and/or commingled with other funds, as determined by the SHS Governing Board.

 

3. Other Funds: The SHS Governing Board may establish other funds and financial accounts as necessary to receive, hold, manage and expend monies for the operation and maintenance of the SHS.  (ARTICLE X: FUNDS Adopted 7 October 2009)

 

Revised and Amended 4 October 2010.

 

These bylaws are posted on the Internet at: http://www.lanetavern.org