By-Laws of the Society
the Holliston Historical Society, Incorporated
May 18, 2014 Revised
Article One - Name and Purpose
Section 1 The name of the Society shall be the Holliston Historical Society, Incorporated (hereafter referred to as “the Society”).
Section 2 The purposes of the Society are:
a. To collect, house, preserve and study historical traditions, records and artifacts relating to the history of Holliston (hereafter referred to as “the Town”).
b. To promote the recordings, preservation and study of sites and objects of historical significance to the Town.
c. To maintain historical collections, archives and memorabilia for education and research.
d. To assist the Town schools by furnishing teachers and pupils with educational guidance and information of an historic nature.
e. To attempt to attain a finer public spirit and social order by engendering in the townspeople a greater appreciation and knowledge of the history and traditions of the Town.
f. To work cooperatively and collaboratively with other public and private organizations in order to sponsor and promote programs and events of mutual interest.
Article Two - Officers and Board of Directors
Section 1 The elected officers of the Society shall be a President, a Secretary, a Treasurer, a Vice President for External Affairs and a Vice President for Internal Affairs. They must be voting members and shall be elected by ballot at each annual official meeting for one year terms from the ensuing July 1st to June 30th of the following year, both dates inclusive. In the event of failure to fill any such office by election at an annual official meeting, the current incumbent may continue in office in an Acting Role until a replacement can be either appointed by the Board of Directors for the remainder of the current term, or elected at the next annual official meeting. Any mid-year replacement or appointment to fill a vacancy during the term of current officers shall be for the remainder only of the current term of office expiring on the next June 30th. Such mid year replacements and appointments shall be accomplished by ballot at any regular meeting of the Board in response to the written recommendation(s) of the majority of members of the Board or the most recently designated Nominating Committee. No elected President or Vice President officer shall hold the same office for more than three consecutive one year terms. No elected Secretary or Treasurer shall hold the same office for more than five consecutive one year terms provided, however, that the partial term of any officer elected or appointed during an immediately prior mid-year shall not be included in such calculations.
Section 2 There shall be a Board of Directors (The Board) of twelve persons, who must be voting members, consisting of:
a. Five elected officers
b. Immediate Past President
c. Four Directors at Large who are each elected to two year terms
d. Chairman of the Endowment Fund Governing Board
e. Chairman of the Web Services Committee
The Chairman of the Endowment Fund Governing Board, and the Chairman of the Web Services Committee, shall be elected at each annual official meeting for a one year term beginning each July 1st and ending on June 30th of the following calendar year. Two Directors at Large shall be elected at each annual official meeting for two year terms that will begin on the July 1st immediately following the date of their election. No elected Director at Large shall serve more than two consecutive two year terms. In the event of failure to fill a Director at Large, or Chairman of the Endowment Fund Governing Board, or Chairman of the Web Services Committee positions by election at an annual official meeting, the current incumbent may continue in office in an Acting Role until a replacement can be either appointed by the Board for the remainder of the current term, or elected at the next annual official meeting. Any mid-year replacement or appointment to fill a vacancy shall be for the remainder only of the current term expiring on the next June 30th. Such mid year replacements and appointments shall be accomplished by ballot at any regular meeting of the Board.
Article Three - Powers and Duties
Section 1 The President, Vice President for External Affairs, Vice President for Internal Affairs and Secretary shall perform duties as usually pertains to their respective offices including all such duties as described herein. The President shall function as the presiding officer at all meetings of the Board of Directors. The President shall also be an ex-officio member of all standing committees, as well as all other annual and special committees, etc. that may be authorized by the Board. The Vice President for External Affairs, Vice President for Internal Affairs and Secretary, in that order, shall substitute for the President as necessary. The Vice President for External Affairs, Vice President for Internal Affairs and Immediate Past President, in that order shall substitute for the Secretary as necessary. The Vice President for External Affairs shall exercise oversight of the Society’s fund raising activities (excluding Function Sales), and for the appointment and assignment of qualified members to Standing and Additional Committees charged with duties pertaining to the Society’s, fund raising activities (excluding Function Sales), and any other committees and responsibilities assigned annually by a vote of the Board of Directors. The Vice President for External Affairs will serve as the Society’s primary point of contact for all outside organizations including other Historical Organizations, Groups and Commissions, etc.
The Vice President for Internal Affairs shall provide oversight and support of the resident Caretakers, and all activities related to the maintenance of the Society’s real property including: buildings; grounds; maintenance tools and equipment owned by the Society; and any other duties and responsibilities that are assigned annually by a vote of the Board of Directors.
The Secretary's duties shall include: a) recording and filing the minutes of each Board of Directors meeting (minutes shall be submitted to the Board for their approval at the next Board meeting); b) recording and filing the minutes of each official meeting (all minutes shall become part of the historical records of the Society); c) handling all general correspondence of the Society; d) collecting and filing an Annual Report from each Officer and Committee Chairman; e) maintaining five years of records which are easily accessible to Society members; f) mailing annual membership dues invoices during January of each calendar year with advice and assistance of the Membership Committee.
Except as provided for in Article Ten hereof, the Treasurer shall have general charge of administrating the financial interests of the Society, including its protection by insurance; shall be the sole custodian of all funds of the Society shall receive all monies or securities bequeathed or donated to the Society; shall disburse the monies of the Society subject to prior approval of a majority of the Board of Directors for sums of more than one hundred dollars. Approval (by the Board of Directors) is not required for regular disbursements of non-discretionary recurring expenses. The Treasurer shall render a written report of accounts at each regular Board meeting. The Treasurer and Audit Committee or Auditor shall submit a report to the Board within sixty days of the end of the fiscal year and on transition of the office of Treasurer. The fiscal year for all financial and reporting purposes shall be the calendar year. At any transition of duties the Treasurer shall deliver all receipts, vouchers, books, cancelled checks bank statements, supplies and other pertinent records to the succeeding Treasurer. During any period when the Treasurer is unable to act, the President may sign checks on behalf of the Society if necessary.
Section 2 The Board of Directors shall have general control of the property and affairs of the Society and fix the dates of official meetings as provided in Article five. The President, at the start of each annual term, shall assign oversight responsibility for each Standing Committee and each Additional Committee (except as provided in Article Four) along with their subsumed sub-committees to a member of the Board of Directors with the exceptions of the Chairman of the Endowment Fund Governing Board and the Chairman of the Web Services Committee. These assignments shall be ratified by the Board of Directors at their next meeting, but be considered in effect at the start of the annual term. The President may also re-assign oversight responsibility for selected Standing Committees and Additional Committees (except as provided in Article Four) during the remainder of the annual term as the Society’s needs arise. These changes shall be ratified by the Board of Directors at their next meeting when they will go into effect.
This oversight responsibility shall include:
a. Act as a liaison between the committee and the Board of Directors to report on committee business to the Board of Directors and report to the committee Board of Director decisions affecting the committee’s tasks.
b. Represent the committee at Board of Directors meetings regarding any decisions which fall under the responsibility of the Board of Directors
c. Any additional responsibilities which may be assigned by the President and approved by the Board of Directors.
The Board of Directors shall consider and approve or disapprove proposed gifts and loans of objects of historical interest, and no property of the Society shall be disposed of or destroyed except with the prior approval of the Board except for articles of little or no value.
Section 3 The Board shall develop and maintain documented standards and policies regarding aspects of the Society’s operations and business not addressed by these By-Laws.
Article Four - Committees
Section 1 The Standing Committees shall consist of the following:
a. Finance Committee
b. Membership Committee
c. Properties Committee
d. Education and Programs Committee
e. Collections Committee
f. Library and Archives Committee
g. Publications and Publicity Committee
h. Nominating Committee
i. Web Services Committee
Section 2 Duties and Responsibilities: The duties and responsibilities of the Standing Committees shall be as follows:
a. Finance Committee The Finance Committee shall, a) assist the Board of Directors in the planning, development and review of the financial and budgetary policies of the Society, b) assist the Treasurer in the performance of the Treasurer’s duties, with the exception of those duties specifically restricted to the Treasurer by Article Three, Section 1, c) assist the first Vice President in overseeing all fund raising activities intended to supplement income from dues and property rentals, d) work with the Nominating and Membership Committees to select either an Audit Committee or an external Auditor, annually. Such Audit Committee or Auditor to be appointed no less than thirty days prior to the end of the fiscal year, to review the Society’s financial records and make a recommendation to the Board with respect to such reviews. The Treasurer and President shall be non-voting members of this Committee.
b. Membership Committee The Membership Committee shall, a) maintain a current and accurate listing of all Society members with addresses and other contact information, making such information available to the Board in such form and manner as the Board shall determine, b) promote membership in the society to all Holliston residents, c) supply membership applications to prospective new members, d) make recommendations to the Board with respect to types and classes of membership and the benefits, privileges and responsibilities associated therewith, e) present new applications to the Board of Directors for formal vote of approval and notify applicants of the Board’s decision, f) coordinate with the Treasurer to ensure timely collection of dues, g) maintain a listing of members interests for use by officers and committee heads, h) provide other member-related services as directed by the Board.
c. Properties Committee The Properties Committee shall, a) assist the Board in the management and conservation of all real property owned by the Society, including the maintenance, cleaning, preservation and restoration thereof, b) develop and maintain written policies with regard to the use of the Society’s properties by the Society and others, c) serve as liaison between the Board and any employee, contractor, outside organization or individual using, working on or having direct responsibility for any aspect of the Society’s real property, d) maintain and keep an inventory of all personal property and equipment owned by the Society, with the exception of items falling under the responsibility of the Collections or Library and Archives Committees as defined below.
d. Education and Programs Committee The Education and Programs Committee shall, a) plan or arrange and assist with the development and presentation of youth and adult education programs or activities designed to promote the purposes of the Society as described in Article One, Section 2, b) plan and arrange other programs or activities of an historic nature of interest to and for the benefit of Society members, c) plan and arrange programs or activities of a non-educational, recreational or social nature as may serve to promote interest in or awareness of the Society by its members or residents of Holliston.
e. Collections Committee The Collections Committee shall, a) plan and manage the storage and conservation of artifacts, objects and memorabilia of historical significance to the Town in accordance with Article One, Section 2, b) maintain a current and accurate inventory of such items and make them available for study, c) plan and arrange permanent and temporary displays and exhibits of items from the Society’s collections for educational purposes, d) assist the Board in reviewing and developing policy with regard to the Society’s current collections and its collections objectives in general, including accession and de-accession criteria and procedures, storage and conservation.
f. Library and Archives Committee The Library and Archives Committee shall, a) plan and manage the storage and conservation of records and archives in accordance with Article One, Section 2, b) maintain a current and accurate catalog of such items and make them available for study, c) plan and arrange permanent and temporary displays and exhibits of items from the Society’s archives for educational purposes, d) assist the Board in reviewing and developing policy with regard to the Society’s current archives and its collection objectives in general, including accession and de-accession criteria and procedures, storage and conservation.
g. Publications and Publicity Committee The Publications and Publicity Committee shall, a) promote the Society’s purpose, programs and activities through both internal publications and external media, b) provide notification to the Society’s members of regularly scheduled meetings, programs and activities, c) assist the Board and coordinate with other committees to manage all Society publications, or the use of Society property, archives or collections in third-party publications, either print or other media.
h. Nominating Committee The Nominating Committee shall, a) be established and report its candidate recommendations for both officer and director positions, to a Board of Directors meeting and to the Society’s membership at least thirty days prior to the annual official meeting, b) identify and recommend Board of Director and Officer candidates to the Board of Directors for each annual election and appointment to any mid-term vacancies which may occur, c) identify and recommend candidates to the Board of Directors for appointment to both Standing and Additional Committee Chairmanships whenever needed, d) in consultation with the Membership Committee and the Board, work to identify, encourage and develop the skills and interests of individuals perceived as potential future leaders for the society. The Immediate Past President shall both serve as Chairperson of the Nominating Committee and have the assignment of oversight responsibility (see Article 3, Section 2) of the Nominating Committee. If the Immediate Past President is unable to serve, then any prior Past President or Past Vice President who continues to be a voting member of the Society may be appointed to serve as Chairperson of the Nominating Committee. Membership of the Nominating Committee shall include at least three, but no more than six, additional members who are voting members of the Society and have served on the Board of Directors for four or more years.
Whenever the Chairperson of the Nominating committee is replaced by a new incoming Chairperson in accordance with these By-laws, the outgoing Chairperson may continue on the Committee as an additional member. If the replacement of the Chairperson results in a total of more than seven committee members because all of the current members express a desire to continue, then the longest serving current member shall expire from the committee.
Web Services Committee
Support the Board and existing Committees by maintaining up to date information for both members and the public about the Society’s purpose, goals, programs, activities, events, property rentals, membership opportunities and how to contact the Society by function.
Provide for member and non-member on-line communication services via the web site, including social media integration, with the availability of secure on-line payment transactions and access to selected data resources.
Members of the committee will have responsibility for editing and maintaining up to date web site content, as well as user functionality and technical functionality, in order to support the Society’s activities, programs and events. These responsibilities include:
- maintenance of companion social media sites including integration with the Society’s primary web site
- timely implementation of new and additional content information from Board members and all other committees, that rely on the Society’s web and social media sites for coordinated communication support with other media services
- providing support for all of the Society’s property rental operations with the latest promotional content describing the features, options and benefits of renting our facilities, as well as rental related FAQ’s and contact information
- implementation of Board approved secure on-line payment transaction capabilities for the payment of dues, the purchase of tickets to Society events, and the purchase of Society merchandise, etc.
- implementing Board approved on-line access to selected information such as
historical and archival data resources when available.
The Chairperson will serve concurrently as a member of the Society’s Board of Directors to be elected annually with no term limits. In this position, the Chairperson will be responsible for providing monthly updates to the Board while acting as a liaison to other committees as needed. The Chairperson will therefore be responsible for receiving, as well as proposing, suggestions and recommendations that have the potential to enhance the functionality and user capabilities of the Society’s on-line communications and support services.
. Additional duties and responsibilities may be assigned to the Standing committees from time to time by a majority vote of the Board of Directors. However, the committees and their responsibilities as enumerated herein shall not be reduced or eliminated except by amendment of these By-Laws as provided in Article Eight.
Section 3 Additional Committees: In addition to the Standing Committees, the
Board of Directors may elect or appoint Additional Committees or Subcommittees and may delegate to any such committee or subcommittee such powers as may be necessary for the performance of that committee’s intended function (s), provided that any committee to which is delegated powers reserved exclusively to the Board of Directors shall consist entirely of members of the Board of Directors. The duties and responsibilities of any Additional Committee (s) shall be defined in writing in the Board meeting at which such committee(s) are established. The Board shall maintain and make available to the membership a full description of the duties and responsibilities of all currently authorized committees, both Standing and Additional.
Section 4 Committee Chairs: The Board of Directors shall elect or appoint a chairperson of each Standing or Additional committee, except as otherwise provided herein. Each such election or appointment shall be for a term of one year, or until the first meeting of the Board following the annual official meeting, whichever comes first. Committee chairs may be re-elected or re-appointed each year, at the Board’s discretion. Whenever possible, each committee should also have a vice or co-chair, also elected or appointed by the Board. A committee chair, vice-chair or co-chair may be removed by a majority vote of the Board.
Section 5 Committee Membership: Any Society member in good standing (see article seven) may serve on any Standing or other committee except as provided in Article Four, Section 2.h. and Article 4, Section 3. Otherwise, Committee members may serve indefinitely at the pleasure of the Committee Chair.
Article Five - Meetings
Section 1 An annual official meeting shall be held in May: additional official meetings may be scheduled at any time a) by the President, b) by the Secretary, c) by a majority vote of the Board of Directors or d) on the petition to the Board of Directors of seven or more Society voting members.
Section 2 Twenty voting members of the Society shall constitute a meeting quorum for the transaction of official business at official meetings. Adequate notice for official meetings, of not less than seven days, shall be given to all members.
Section 3 One half or more of the current Board of Directors shall be in attendance in order to constitute a quorum for a meeting of the Board of Directors.
Section 4 A two-thirds vote shall be required at any official meeting of the Society in order to remove from office a member of the Board of Directors, regardless of the term for which such person was previously elected or appointed.
Article Six - Membership
Section 1 Any person interested in the purpose of the Society may apply in writing for membership by filling out and submitting a membership application along with full payment of the required dues to the Board of Directors. The Board may elect such applicants to membership. Any voting member of the Society has the right and responsibility to cast one vote at any official meeting.
Section 2 The Board shall define the types of memberships to be offered, any criteria for each type of membership, as well as the privileges, benefits and responsibilities of each type of membership.
Section 3 The Society shall publicly recognize exceptional action or service by individuals or groups who increases the Society’s standing and goodwill.
The following awards define the Society’s award program:
a. Member of the Year Award – The President shall have the option of granting this award to the Society member(s) who have exhibited extraordinary Society service during the President’s current term.
b. President’s Award - The President shall have the option of granting this award to the Society member(s) who have exhibited extraordinary Society service for a significant length of years.
c. John Mason Batchelder Award for Excellence in Education – The Board shall have the option of granting this award by unanimous vote to the person(s) (Society member or non-member) or organization(s) whose exceptional service increases the Society’s educational standing and goodwill by focusing on: historical research; educational programs; educational grants; historical conservation; or community outreach.
Article Seven - Dues
Dues shall be payable in advance for each membership year beginning January 1st and ending December 31st. Dues for membership years, or portions thereof, shall be in amounts as established by a vote of a majority of the members of the Board of Directors. Members whose dues are in arrears for over one year will not be considered members in good standing and their membership may be terminated, with or without notice, upon approval of the Board of Directors. Under extenuating circumstances the Board may vote to cancel the obligation of any individual to pay dues whereupon such dues shall not be considered to be in arrears.
Article Eight - Amendments to These By-Laws
These By-Laws may be amended or revised by a two-thirds vote of the voting members present at any official meeting having a quorum, provided that written notice of the proposed revision(s) or amendment(s) shall have been given to all Holliston Historical Society members at least twenty days in advance of such official meeting in accordance with the “Notice Requirements” of Article Nine.
Article Nine - Notice Requirements
Written notice shall be given to all members whenever notices are provided for herein. Written notices delivered by US mail, E-mail or Fax, etc. when correctly addressed will be considered adequate notice. Written notices may be addressed either individually or jointly to all members in one household. A written notice to one member in a household shall be deemed adequate for all members in that household. Written notices may also be accomplished with a variety of official publications such as the Society’s Newsletters, event calendars and meeting schedules.
Article Ten - Endowment Fund
Section 1 There shall be a special fund of the Society known as The Holliston Historical Society Endowment Fund. The Fund shall be maintained in accordance with the provisions of General Laws, Chapter 180A and is subject to the restrictions contained therein. Unless otherwise specified by a particular gift instrument, the income from the Fund, or portions of such income, may be conserved or expended for the following purposes as approved by the Board of Directors or, at the election of the Board, may be added to the principal of the Fund:
a. The maintenance, acquisition, operation, preservation, rehabilitation or restoration of real or personal property owned or to be owned by the Society.
b. The maintenance, acquisition, preservation, rehabilitation or restoration of historical collections, archives or memorabilia owned or to be owned by the Society.
c. The maintenance, acquisition, preservation, rehabilitation or restoration of real or personal property of historic significance in the Town of Holliston according to the purposes of the Society.
d. For any other purpose suitable to fulfill the purposes of the Society as set forth in Article One, Section 2 of these By-Laws.
Section 2 The Fund shall be administered by a Governing Board consisting of, the Endowment Fund Governing Board Chairman elected to the Society’s Board of Directors each year and up to four additional persons appointed by the Society’s Board of Directors. The Endowment Fund Governing Board shall consist of at least 3 members, with at least two being voting members of the Society. The Governing Board appointees shall be appointed for either, one, two or three year terms by the Board of Directors. Any replacement or filling of a vacancy otherwise occurring on the Governing Board shall be for a term expiring on the next ensuing June 30th. The President and Treasurer of the Society shall be ex-officio members of the Governing Board without voting powers. In administering this Fund, the Governing Board shall have all of the powers and duties of the Treasurer as set forth in Article Three, Section 1 of these By-Laws in accordance with the scope of responsibilities defined by Article Ten. The Governing Board shall meet as appropriate to proceed with business and actions, but not less than quarterly. Meeting minutes from these meetings shall be provided to the President within thirty days of each meeting.
The Governing Board shall prepare an annual report consisting of a financial statement of the fund and outlining the activities of the Governing Board for the previous year. This report shall be presented to the Board of Directors and the Finance Committee within sixty days of the end of the fiscal year.
Article Eleven – Definitions
Acting Role A temporary appointment made by the Board of Directors enabling the appointed individual to perform the duties and responsibilities of the position on an interim basis.
Caretaker Persons hired by the Society to reside in designated Society premises to ensure the safety, security and maintenance of the Society’s property.
Function Sales Any event or usage of the Society’s real property in return for rental income. The renter may or may not be a Society member.
Voting Member A member of the Society, who is in good standing (see article seven,) and is at least 17 years old.
Official Meeting A Society meeting of the full voting membership where Society business is conducted.