BY- LAWS OF THE BOVINA HISTORICAL SOCIETY ("the corporation")
ARTICLE I
MEMBERS
Section 1. Eligibility for Membership. The board of directors ("the board”) may establish criteria for Membership, including a schedule of dues, as well as procedural requirements for prospective members. Membership shall be open to all persons interested in the purposes of the corporation who meet the criteria and fulfill any procedural requirements established by the board.
Section 2. Meetings. The members shall hold an annual meeting for the election of directors and the transaction of other business assigned to the members under these by-laws at the place and time in the month of January fixed by the board. Special meetings shall be held whenever called by the board, the chairperson or by written demand, to the secretary, of members entitled to cast ten per cent of the total number of votes entitled to be cast at the meeting. In any meeting where a member is entitled to cast a vote, the member must have been a member of record for at least thirty (30) days prior to that meeting to be eligible to cast a vote at that meeting.
Section 3. Notice of Meetings. Written notice of the place and time of the annual meeting, stating the purpose(s), place and time shall be (a) given to each member entitled to vote at the meeting, personally, by mail, or by facsimile telecommunications or by electronic mail, within the time frames and as specified in Not For Profit Corporation Law section 605 (a), as amended; and (b) the written notice shall be posted on the bulletin board at the Bovina Public Library, the bulletin board located inside the Town of Bovina Post Office Lobby, and on the Bovina Historical Society Facebook and any other Bovina Historical Society social media platform, at least thirty (30) days prior to the meeting. Notice of a special meeting shall be given to each member entitled to vote at that meeting, which notice shall indicate the purpose for which it is called and the person or persons calling such meeting, by email to each member entitled to vote at that meeting who has provided the Bovina Historical Society with his/her email address, in addition to all other notice requirements for the annual meeting. Such notice shall be given not less than ten (10) days prior to the meeting unless circumstances require a shorter notice period, and in such case the notice shall be given as soon as is practicable from the time the meeting date is
scheduled. Notice need not be given to any member who submits a signed waiver of notice whether before or after the meeting or who attends the meeting without protesting prior to the conclusion of the meeting the lack of notice.
Section 4. Quorum, Adjournments of Meetings. At all meetings of the members, members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business. In the absence of a quorum, a majority of the members present in person or by proxy may adjourn the meeting. If the time and place for the adjourned meeting are announced at the original meeting, notice of the adjourned meeting shall be at the discretion of the board of directors. At the adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.
Section 5. Organization. The president of the corporation shall preside at all meetings of the members; in the absence of the president the vice-president of the corporation shall preside over the meeting; in the absence of the president and vice-president the secretary shall preside over the meeting and in the absence of the president, vice president and secretary the treasurer shall preside over the meeting. In the absence of all of the foregoing persons the members present shall choose an acting chairperson to preside over the meeting. The secretary of the corporation shall act as secretary at all meetings of the members; in the absence of the secretary, the president shall appoint an acting secretary.
Section 6. Voting and Action by Members
a. At any meeting of the members, each member present in person or by proxy shall be entitled to one vote. Upon demand of any member, any vote for directors or upon any question before the meeting shall be by ballot.
b. Except as otherwise provided by law or by these by-laws, any corporate action authorized by a majority of the votes cast at a meeting of members at which a quorum is present shall be the act of the members.
c. The members may take action without a meeting by unanimously signing a written consent setting forth the action taken.
Section 7. Special Action by Members. The following actions require the approval of the members by the specified proportion of votes:
a. an amendment of or change to the certificate of incorporation or a petition for judicial dissolution shall be approved by a majority of the votes cast at a meeting of members;
b. disposition of all, or substantially all, of the assets of the corporation; approval of a plan of merger or consolidation; authorization of a plan of non-judicial dissolution: or revocation of a voluntary dissolution proceeding shall be approved by two-thirds of the votes cast at a meeting of members; provided that the affirmative votes cast in favor of any of these actions shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers. The board of directors ("the board") shall manage the affairs and property of the corporation in accordance with the purposes and limitations set forth in the certificate of incorporation.
Section 2. Number. The number of directors constituting the entire board shall be nine, ("Entire board" means the total number of directors entitled to vote which the corporation would have if there were no vacancies.) The board may increase or decrease the number by amendment of the by-laws, but no decrease shall shorten the term of any incumbent director.
Section 2a. Bovina Town Historian. The Bovina Town Historian shall be a board member ex-officio, but shall not be entitled to vote as a board member.
Section 3. Election and Term of Office. The members, by a majority of the votes cast at a meeting of members at which a quorum is present, shall elect directors up for election at such meeting for a term of three years at the annual meeting of members. Except in the case of resignation or removal under these by-laws, each director shall hold office until the expiration of his or her term and the election of his or her successor. The term of a director shall be for a period of three (3) years except as otherwise set forth herein. A director may serve two (2) consecutive terms. A director who has served two (2) consecutive terms may serve again commencing with year following the expiration of his/her second term. Directors may serve an unlimited number of terms.
There are nine (9) directors, the terms of all of all of the directors shall expire on a rotational schedule such that three (3) directors are elected in one year, three elected in the second year and three elected in the third year.
.Section 4. Removal. The board, by vote of two-thirds (2/3) of the entire board may remove any director for cause at any special meeting of the board called for that purpose. The members, by vote of two-thirds of the votes cast at a meeting of members at which a quorum is present may remove any director for cause at the annual meeting of members or at a special meeting called for that purpose.
Section 5. Resignation. Any director may resign from office at any time by delivering a resignation in writing to the chairperson, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Section 6. Vacancies and Newly Created Directorships. The board, by vote of majority of the directors then in office, may elect directors to fill any newly created directorships and any vacancies on the board. Those so elected shall serve until the next annual meeting of the members at which the election of directors is in the regular order of business and until the election of their successors. Any person so elected shall be elected to complete the term of the person whose position was vacated, EXCEPT those new board who were elected to the board in the year 2020, and those members shall serve the full term of three (3) years.
Section 7. Place and Time of Meetings. The board shall hold an annual meeting, immediately following the annual meeting of members. The board shall hold meetings once a month at a time and place chosen by the board. The president or any officer may call a special meeting at any time and shall specify the time and place of the meeting.
Section 8. Notice of Meetings. Notice of the time and place of each regular, special or annual meeting of the board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be given to each director by mail, telephone, facsimile or electronic mail at least seven days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given no less than forty-eight hours before the time at which the meeting is to be held. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before after the meeting, or who attends the meeting without protesting prior to the meeting or at its commencement, the lack of notice
Section 9. Quorum and Voting. At all meetings of the board, a majority of the entire board shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these by-laws, at any meeting of the board at which a quorum is present, the vote of a majority of directors present at the time of the vote shall be the act of the board. However, the following actions may be taken only if authorized as specified:
a. the purchase, sale, mortgage or lease of real property shall be authorized by vote of two-thirds of the entire board;
b. the sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation shall be authorized by vote of two thirds of the entire board and by either (a) the supreme court in the judicial district or the county court in the county where the corporation has its office or conducts its activities, or (b) the Attorney General of the State of New York, pursuant to the provisions of the Not For Profit Corporations Law;
c. an amendment or change of the certificate of incorporation shall be authorized by vote of a majority of the entire board;
d. a petition for judicial dissolution or the revocation of voluntary dissolution proceedings shall be authorized by vote of a majority of the directors then in office.
Section 10. Action by the Board.
a. Any action required or permitted to be taken by the board or by any of its committees may be taken without a meeting if all members of the board or the committee consent in writing, which such consent may be given and sent via electronic mail, to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the proceedings of the board or committee
b. Participation of one or more directors by conference telephone, videoconference or similar media equipment allowing all persons participating in the meeting to hear each other at the same time shall constitute presence at a meeting.
ARTICLE III
OFFICERS, EMPLOYEES and AGENTS
Section 1. Officers. The officers of the corporation shall be a president, a vice-president, a secretary, a treasurer, and any other officers elected by the board. All of the officers shall be chosen from among members of the board. No person may hold the offices of both chairperson and secretary
Section 2. Election and Term of Office. The board shall elect officers to a one-year term at the annual meeting of the board, immediately following the election of directors (in years when there is an election of directors). Except in the case of resignation or removal under these bylaws, officers shall continue in office until the expiration of their terms and the election of their successors. Officers may be elected to an unlimited number of terms.
Section 3. Employees and Other Agents. The board may appoint employees and other agents to serve at the pleasure of the board and have the authority, perform the duties and receive the compensation, if any, determined by the board.
Section 4. Removal. The board, by vote of a majority of the entire board may remove any officer, employee or agent with or without cause.
Section 5. Vacancies. The board may elect a successor to fill a vacancy in any office, and the person elected shall serve until the next annual meeting of the board and the election of his or her successor.
Section 6. President: Powers and Duties. The President shall preside at all meetings of the board, shall generally supervise the affairs of the corporation and shall keep the board fully informed. All checks or contracts specifying a sum less than $_______________may be signed by the President alone, otherwise the signature of at least the President and one other officer shall be required, in the name of the corporation, for all other checks and all contracts in excess of $_____________authorized either generally or specifically by the board. Together with the treasurer, the President shall present at the annual meeting of members the report described in article III, section 9, The President shall have any other powers and perform any other duties assigned by the board.
Section 7. Vice President: Powers and Duties. The vice-president shall 'have the powers and perform the duties assigned by the board. In the absence or inability of the president to act, the vice-president shall perform all the duties and may exercise any of the powers of the president.
Section 8. Secretary: Powers and Duties. The secretary shall:
a. keep the minutes of all meetings of the board in books to be kept for that purpose;
b. serve or cause to be served all notices of the corporation; and,
c. perform all duties incident to the office of secretary and any other duties assigned by the board.
Section 9. Treasurer: Powers and Duties. The treasurer shall keep or supervise the keeping of complete and accurate accounts of receipts and disbursements of the corporation and shall deposit all funds of the corporation in the name and to the credit of the corporation in the banks or other depositories chosen by the board. When requested by the board, the treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the corporation, and shall perform any other duties assigned by the board. The treasurer may also sign corporation checks. At the annual meeting of the members, the treasurer shall present a report showing:
a. the assets and liabilities of the corporation as of a twelve-month fiscal period terminating not more than six months prior to the meeting;
b. the principal changes in assets and liabilities during that fiscal period;
c. the revenges or receipts of the corporation; both unrestricted and restricted to particular purposes, for that fiscal Period;
d. the expenses or disbursements of the corporation, for both general and restricted purposes, during that fiscal period; and
e. the number of members of the corporation and a statement of the increase or decrease during that fiscal period.
The report shall be verified by the president and. treasurer or by a majority of the directors, or certified by a public or certified accountant and filed with the minutes of the annual meeting. The report to the board may consist of a verified or certified copy of any report by the corporation to the Internal Revenue Service or the Attorney General of the State of New York which includes the information specified above.
Section 10. Compensation. The board shall fix the compensation, if any, of any officer or employee. In determining compensation, the board shall consider the compensation offered by comparable organizations for similar positions and shall document the basis for its decisions. If an officer or employee is a board member, he or she may not participate in the discussion or the vote with respect to his or her compensation.
ARTICLE IV
COMMITTEES
Section 1. Committees of the Board. The board by resolution adopted by a majority of the entire board, may establish and appoint an executive and other standing committees. The president shall appoint the chairperson of each committee. Each committee so appointed shall consist of three or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the board except as to the following matters:
a. the filling of vacancies on the board or on any committee;
b. the amendment or repeal of the by-laws or the adoption of new bylaws;
c. the amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable;
d. the fixing of compensation of the officers or directors for serving on the board or any committee;
e. the submission to members of any action requiring members' approval.
The chairperson may appoint special committees consisting of one or more directors. These shall have only the powers specifically delegated to them by the board'
Section 2. Committees of the Corporation. The board may appoint other committees, including an advisory committee, consisting of, directors, members or others.
ARTICLE V
CONTRACTS, CHECKS,.BANK ACCOUNTS ANID INVESTMENTS
Section 1. Contracts, Checks and Documents. Unless the board shall specifically require an additional signature, the president shall have the authority to sign alone, in the name of the corporation, all checks and all contracts authorized either generally or specifically by the board involving amounts of $_____________or less. All checks and contracts shall require the signature of the President and at least one (1) other officer. The board shall determine who is authorized to sign other documents on the corporation's behalf. No instrument required to be signed by one officer, may be signed by one person in more than one capacity. The treasurer alone may also sign corporation checks where only the signature of the President is required.
Section 2. Bank Accounts and Investments. The board shall select depositories for the funds of the corporation and may hold the corporation's funds in cash or invest them in whatever real or personal properly the board thinks desirable.
ARTICLE VI
OFFICE AND BOOKS
Section 1. Office. The office of the corporation shall be at the location set forth in the certificate of incorporation or at another location chosen by the board.
Section 2. Books. There shall be kept at the office of the corporation, or at another location chosen by the board, correct records of the activities and transactions of the corporation, including: a copy of the certificate of incorporation; a copy of these by-laws; all minutes of meetings of the board; and all records maintained by or under the supervision of the treasurer.
ARTICLE VII
INDEMNIFICATION
The corporation may, to the fullest extent now or hereafter permitted by Sections 721-726 of the Not-for-Profit Corporation Law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a director, officer, employee or agent of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees.
ARTICLE VIII AMENDMENTS
Section 1. Amendments by the Board. The board, by vote of a majority of the entire board, may amend these bylaws at any meeting, provided that, notice of the proposed amendment has been included in the notice of meeting.
Section 2. Amendments by the Members. The members, by a majority of the votes cast at an Annual meeting of members at which a quorum is present, may amend these bylaws, provided that notice of the proposed amendment has been entered in the notice of meeting. Notwithstanding, a vote by two thirds of the votes cast at an Annual meeting of members at which a quorum shall be required to approve any change in the bylaws relating to: meetings of either the directors or the members, quorum requirement or the proportion of votes necessary for the transaction of business or specified item of business.