Governance
 

 BYLAWS
of the
SANDWICH HISTORICAL SOCIETY
 

ARTICLE I - NAME

 This corporation shall be called: Sandwich Historical Society. The principal office shall be at the Elisha Marston House, P.O. Box 244, 4 Maple Street, Center Sandwich, New Hampshire, 03227-0244
 

 ARTICLE II - MISSION STATEMENT

The mission of the Sandwich Historical Society is to collect and preserve the material culture and historical record of the town of Sandwich, and to use these resources in service to the public through educational experiences and outreach to the community.

ARTICLE III - PURPOSE 

The purpose of this Society shall be the study, collection, organization, display, and dissemination of historical and genealogical material and other information of historical interest to the Town of Sandwich, as well as participation in projects or activities designed to preserve and maintain the Town's historic image. This shall include ongoing activities to develop historical records of recent and current times for posterity.

 The Society shall collect and preserve such buildings, objects, and documents as are of historic interest and shall show the material culture, including activities, occupations and domestic life and habits of earlier residents of Sandwich. A system of record-keeping shall be maintained which will properly record all items and information in the collection, including original source, date of acquisition and significance to local history. A cross-reference and indexing data base with back-up shall be maintained to facilitate access and research.

 
ARTICLE IV - MEMBERSHIP 

Any person interested in the purposes of the Society may become an active member upon payment of dues.  

SEC. A. CLASSES OF REGULAR MEMBERSHIP. There shall be six classes of regular membership: Individual, Family, Sustaining, Patron, Life and Institutional (A. Profit & B. Non-Profit).

SEC. B. HONORARY MEMBERSHIP. There may be elected at any legal meeting of the Board of Trustees one or more honorary members of the Society, with the total number of honorary members not to exceed twenty-five. Honorary members shall be chosen because of distinguished service in the field of learning or because of generous interest in the welfare of the town or this Society. Honorary members shall be entitled to all the privileges of active members and may be exempt from all dues. 

SEC. C. JUNIOR MEMBERSHIP. There shall be an annual, non-voting Junior Membership composed of persons under sixteen years of age who are interested in the purposes of the Society. Written parental permission is required. Junior members shall be exempt from all dues.

 SEC. D. FAILURE TO PAY DUES. An active member who fails to pay his/her annual dues within six months after they become due and payable, and after a second and final dues notice, shall automatically be moved to inactive membership. Only members in good standing shall be entitled to vote and hold office in the Society.  
 

ARTICLE V - GOVERNMENT OF THE SOCIETY
 

SEC. A. OFFICERS. The officers of the Society shall be a President, a Vice President, a Recording Secretary, a Treasurer and an Assistant Treasurer. There shall be a Board of

Trustees (hereinafter called "the Board") which shall consist of the foregoing five officers, twelve regular Trustees, and the several Honorary Trustees and Past Presidents.

1.      Any Officer or regular Trustee who misses three Board of Trustee meetings without excused absences in any fiscal year shall automatically be considered to have resigned, unless reinstated as an officer or a Trustee by vote of the Board in consideration of special circumstances. Replacement shall be in accordance with Article V, SEC. D, Para. 4 (e).

2.      Each Officer and regular Trustee shall be expected to serve on at least one Standing or Special Committee of the Society.

 SEC. B. OFFICER DUTIES. The officers of the Society shall perform the usual duties of their respective offices as hereinafter provided, subject to the direction of the Board.  

1. The President shall preside at meetings of the Society, the Board and the Executive Committee, and shall be a member ex-officio of all committees except the Nominating Committee. The President shall meet with the Director on a regular basis.
    
2. The Vice President, in the absence of the President, shall perform the President's duties. He/she shall also serve as Parliamentarian for the Society's meetings, prepared to consult Robert's Rules when requested. He/she shall provide reminders of provisions of the Bylaws and policies of the Society.
    
3. The Recording Secretary shall give due notice of all meetings and shall keep correct and timely records of the meetings of the Society, of the Board and of the Executive Committee.
    
4. The Treasurer shall receive all funds belonging to the Society and shall deposit the same in such bank or banks as may be designated by the Board. He/she shall pay all bills of the Society in accordance with rules or regulations adopted by the Board and the Finance Committee and shall keep a true account of receipts and expenditures. He/she shall be the custodian of all deeds, contracts, securities and other documents relating to the property and business of the Society and shall take such measures for their safety as may be approved by the Board and the Finance Committee; provided that, upon such terms and conditions as the Board may require, he/she may entrust securities belonging to the Society, for safekeeping and custody, to a bank or banks doing business in New Hampshire and having by law the power to act in a fiduciary capacity. In the instance of designated Trust Instruments/Gifts, he/she may be empowered to transfer monies to the New Hampshire Charitable Foundation and/or one of its divisions as authorized by the Board. The Treasurer will oversee the collection of income from funds transferred to said New Hampshire Charitable Foundation and will ensure the income be spent by direction of the Board for purposes specifically designated by the Trust Instrument and/or the donor's written directions. The Treasurer shall, at the expense of the Society obtain and furnish bond (or equivalent) for the faithful discharge of his/her duties in such amount and with such sureties as the Board shall direct.
    
5. The Assistant Treasurer may be delegated portions of the duties of the Treasurer, as agreed to jointly between them and the Finance Committee and shall be bonded in the same manner as the Treasurer. In the absence of the Treasurer, the Assistant Treasurer shall perform the duties of the Treasurer.

SEC. C. BOARD OF TRUSTEES. The Board shall be the governing body of the Society, and shall have and exercise all of the powers of the Society, except as otherwise provided by law or by these by-laws.  

1. Composition. The Board shall be composed of the five officers of the Society, the twelve regular Trustees, and the several Honorary Trustees and Past Presidents.
    
2. Honorary Trustees. The Board may appoint non-voting Honorary Trustees in recognition of extraordinary service or very special support to the Society, with the total number not exceeding five.
    
3. Past presidents are non-voting members of the Board.
    
4. Meetings. The Board shall meet at least once in each quarter of the fiscal year, including a meeting within ten days after the Annual Meeting of the Society. Meetings may be called at any time at the direction of the President or of three members of the Board.  Notice of all meetings shall be given each member at least three days prior to the date thereof. A majority of the elected members of the Board shall constitute a quorum.
    
5. Approval of Minutes. At each meeting of the Board, the minutes of the previous meeting shall be reviewed, revised (as needed) and approved. In addition, minutes of any Executive Committee meeting held since the last Board meeting shall be read and all actions taken by the Executive Committee shall be ratified. In the event the Executive Committee has not yet had an opportunity to approve such minutes, the ratification process shall include review and correction by members of the Executive Committee in attendance, and the Board's ratification shall constitute the Executive Committee's approval of those minutes.
    
6. Vacancies. A vacancy in any position of Officer or Trustee may be filled by a majority vote of the Board as an interim position. In the temporary absence of an officer, the President may appoint another member of the Society to perform the duties of such officer, pro tempore.

SEC. D. COMMITTEES.  There shall be an Executive Committee and such other standing committees as the Board may from time to time establish.  Committee chairpersons shall be chosen by and from within the committee.  Members of standing committees shall serve until their successors be named.  Each standing committee chairman shall prepare a brief written summary of the year’s activities for inclusion in the Annual Report presented at the Annual Meeting of the Society.

 1. Executive Committee.  The executive committee shall be composed of the five officers of the Society, together with three members-at-large, to be appointed by and from the Board at its first meeting after the Annual Meeting of the Society.   

  (a) Subject to such limitations as the Board may from time to time prescribe, said committee shall exercise the powers of the Board between meetings of the Board. 

  (b) Meetings of the Executive Committee may be called by the President or by the Treasurer or by any three members of said Committee.  Notice of all meetings shall be given each member of the Executive Committee at least three days prior to the date thereof.

  (c) A majority of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.

  (d)  The first order of business shall be the approval of the minutes of the previous Executive Committee meeting, unless they have already been ratified by the Board (see V, SEC. C, Para. 4,) 

2. Finance Committee.  The Finance Committee shall be entrusted with the care and investment of the Society’s funds.  It shall assist the Director in developing the Society’s budget and financial plans.   At least annually, and at such times as circumstances may require, it shall examine all investments and securities and make recommendations for Board approval for such changes in them as in its judgment are desirable. 

3. Collections Committee. The Collections Committee is responsible for establishing and implementing Board approved policy and guidelines for the acquisition, care and conservation, loaning and deaccessioning of all museum objects, archives and collections and for monitoring and assuring general compliance with American Association of Museum’s Standards relating to collections management. 

4. Nominating Committee.  The Nominating Committee shall be a special committee composed of either three or five SHS members appointed by the Board before the end of April each year to serve for one year.  The chairman shall be a trustee from that group.

(a) Members of the committee are to be selected primarily for their knowledge of Society operations, and their familiarity with the membership, committee members, volunteers, and others showing an active interest in the Society, the Museum, and its programs.

(b) Members of the committee shall not be proposed by the committee for any office to be filled in the next election except with Board approval.

(c) The Nominating Committee shall:

        (1) make a thorough search and evaluation of appropriate and qualified persons to propose for each  office or vacancy to be filled,
        (2) confirm each prospective candidate’s availability and willingness to serve,
        (3) ensure that each prospective candidate understands the job requirements,
        (4) and confirm that all proposed nominees are members in good standing.

 (d) At a meeting of the Board no less than two months before the Society’s Annual Meeting, the Chairman of the Nominating Committee shall report on the committee’s progress, whether the committee is encountering or anticipates any problems, and if it wishes assistance, suggestion or guidance from the Board.

  (e) The proposed slate shall be presented at the Trustees meeting prior to the Annual Meeting.

  (f) The committee shall also be expected to offer recommendations to the President and the Board should vacancies require filling during the year.   

5. Publications and Research is responsible for all publications of the Society   including special projects, publications, i.e. Oral History, Excursion Bulletin, Newsletter.
    

6. Facilities Committee is responsible, in accordance with accepted museum standard, for maintenance and upkeep of all buildings and grounds for which the Society is responsible.
    

7. Development/Fundraising and Membership Committee is responsible for developing and implementing programs for annual giving, capital campaigns, special events, planned giving programs and membership recruitment and retention.
    
8. Education Committee shall be responsible for coordinating the educational programs of the Society and may include other standing committees such as Programs, Lower Corner School and Junior Members.
    

9. Marketing and Publicity Committee is responsible for defining the Society’s image and creating marketing materials including the SHS website, brochures and other graphic materials.
    
10. Other Committees.  Additional standing committees, such as the Personnel Committee, Volunteer Committee and other special committees as the Board shall establish, shall have such duties and shall be composed of such number of persons as the Board shall prescribe. Members of such additional committees shall be appointed by the President with the approval of the Board, unless otherwise provided.

 ARTICLE VI - ELECTIONS 

SEC. A. NOMINEES. A slate shall be presented by the Nominating Committee at the Annual Meeting, and there shall be a call for nominations from the floor.

SEC. B. TERMS OF OFFICE AND SUCCESSION. All officers and trustees must be members in good standing at the time of their election or appointment. All officers are to serve for terms of two years, with the full officer slate to be elected on even numbered years by a majority of the membership present at the annual meeting. Officers are eligible to serve three two year terms on election by the membership. Maximum length of time a person may be elected as officer is three terms, a total of six years.
Interim officers serve out the remainder of the year that they assume the position.  With the approval of the membership at the next annual meeting he/she would serve out the remaining term of that officer.  When the interim period ends to continue in that position he/she must be nominated and elected by a majority of the membership thus beginning the first year of a two year term. 
Trustees shall be elected by majority vote at the annual meeting from among the membership of the Society  A trustee is eligible to serve for three years.  He/she may be elected to a second term of three years, serving a total of six years.

Interim trustees shall serve through the remainder of the year in which the position is assumed.  To continue as trustee they must be nominated and elected at the next annual meeting by a majority of the membership which begins the first year of their three year term.

 SEC. C. RE-ELECTION. A Trustee is not eligible for re-election as a trustee for a minimum of a year immediately after serving two full consecutive terms.  An officer may only serve three consecutive terms in one office and must be absent from the Board for a year before being reelected to that office or as an incoming trustee.  An officer may step into another officer position after completing three terms and serve an additional six years after successful nomination and election of officers by the membership at the annual meeting.  The maximum length of time a person may serve as an officer is twelve years. 

 ARTICLE VII - ANNUAL AND SPECIAL MEMBERSHIP
MEETINGS OF THE SOCIETY

 SEC. A. The Annual Meeting of the Society shall be held in Sandwich in November at such hour and place as may be designated by the Board. Minutes of the previous year's Annual Meeting shall be read, revised (if needed) and approved. In addition, there should be a motion passed by the membership to ratify the actions and decisions of the Board and officers during the past year, as reflected in the minutes of the Board meetings.

SEC. B. Notice of all Annual and Special Membership meetings of the Society shall be given at least seven days before the date thereof by publishing the same in a local newspaper and by posting the same in one or more public places in the Town of Sandwich.

SEC. C. At all Annual or Special Membership meetings of the Society, twenty members shall constitute a quorum.

SEC. D. Special membership meetings of the Society may be called at anytime at the direction of the President or of a majority of the Board.

 ARTICLE VIII - FISCAL YEAR

 The fiscal year of the Society shall begin on January first.

 ARTICLE  IX - DUES

 Membership dues shall be payable in advance for each membership year. The membership year for current members initiating membership prior to 2008 is from March to February. New members joining the Society since 2008 will have a membership year starting the month the initial membership is paid.  New memberships initiated prior to or at the Annual Picnic will receive the Excursion Bulletin for that year.  New memberships initiated after the Annual Picnic will receive the Excursion Bulletin for the subsequent calendar year.

  ARTICLE X

 The Society agrees to comply with the I.R.S. code classification, as included in its Articles of Incorporation and elsewhere.

 ARTICLE XI 
Policy Statement on Conflict of Interest

     Board members, the Director, staff and Committee members shall at all times act in a  manner consistent with their fiduciary responsibilities to the Society and shall exercise particular care that no detriment to the Society results from conflicts between their interests and those of the Society.  If an individual believes that he or she may have a conflict of interest, the individual shall promptly and fully disclose the conflict to the President of the Board, Board members or the Director, and unless otherwise permitted, shall refrain from participating in any way in the matter to which the conflict relates until the conflict question has been resolved.

      For the purposes of this statement, an individual is considered to have a potential conflict of interest when the individual, or any of his or her family or associates, either:

(1) proposes to engage in a business transaction with the Society;
(2) has an existing or potential financial or other interest which impairs or might appear to impair the individual’s independence of judgment in the discharge of responsibilities to the Society; or
(3) may receive a material, financial or other benefit from knowledge or information confidential to the Society.

      The “family” of an individual includes his or her spouse, children under age twenty-one, and if living in the same household, other relatives.  An “associate” of an individual includes any person, trust, organization, or enterprise of, in, or with which the individual or any member of his or her family:

(1) is a director, partner or trustee; or
(2) has a financial interest that represents 5% or more of his or her assets or any interest that enables him or her, acting alone or in conjunction with others, to exercise control or to influence policy significantly; or
(3) has any other material association.

          The President of the Board and the Director shall consult with counsel when directed to by the Board regarding all conflict questions of which they are informed and shall report regularly to the Board regarding any potential unresolved conflict questions.

      This policy statement is to be interpreted and applied in a manner that will best serve the interests of the Society.  In some cases, it may be determined that after full disclosure to those concerned, the Society’s interest are best served by participation by the individual despite the conflict.

      Board members, the Director, staff, and Committee members having administrative responsibilities, shall complete a certificate of compliance with this policy every three years and upon election to the Board or employment by the Society.  

ARTICLE XII - CHANGES IN BYLAWS

 These Bylaws may be altered or amended at any annual or special general membership meeting of the Society by vote of two-thirds of the members present and voting.  Notice of the proposed changes shall be given in the call for the meeting.