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Schoharie County HISTORICAL REVIEW — Spring 2002

Schoharie County Historical Society

Notice of Proposed Revisions
to the
Constitution and Bylaws

The Trustees of the Schoharie County Historical Society propose that the Constitution and Bylaws of the Society be revised as stated herein.

Members of the Society will be asked to vote on the revisions at the Spring meeting, to be held at 7:30 o’clock in the evening on April 26, 2002 at the William Badgley museum, Old Stone Fort complex, Schoharie, New York.

SCHOHARIE COUNTY HISTORICAL SOCIETY CONSTITUTION
Revision Proposed April, 2002

First. To disseminate a greater knowledge of the early history of the County be means of lectures and the publication and distribution of literature on historical subjects.

Second. To acquire the title to, or custody and control of, by purchase, gift, devise, or otherwise, books, manuscripts, pictures, relics, historic sites and places relating to the early history of the County and to maintain and operate museums and a library for their preservation and interpretation to the public.

Fourth. To suitably mark places of historic interest and to encourage and assist with the establishment and operation of other sites of historic interest within the County.

Section 2. Any Annual, Sustaining and Life member shall have a voice, a vote and the privilege of holding office in the Society.

Section 3. Honorary Life members may be designated by the Board of Trustees in recognition of the services and/or gifts of outstanding merit which advance one or more of the objectives of this Society.

Section 1. The property of the Society shall be vested in the corporation. The affairs of the Society shall be conducted by a Board of Trustees to be elected by the Society. Vacancies in the Board of Trustees may be filled by the remaining members of the Board, the appointee to hold office until the next annual meeting of the Society.

Section 2. The Board of Trustees shall have power to suspend or expel members of the Society for cause, and to restore them to membership after suspension or expulsion. No member shall be suspended or expelled without first having been given ample opportunity to be heard in his or her own defense, except for nonpayment of dues.

Section 3. The first Board of Trustees shall consist of those designated in the Articles of Incorporation, who shall meet as soon as may be after the adoption of this Constitution and divide themselves into three classes of seven members each, such classes to serve respectively, one until the first annual meeting, another until the second annual meeting and another until the third annual meeting of the Society. At each annual meeting the Society shall elect seven members to serve as Trustees for the ensuing three years, to fill the places of the class whose term then expires.

Section 4. The Board of Trustees shall have no power to bind the Society to any expenditure of money beyond the actual resources of the Society, except by the consent of the Board of Trustees, expressed in writing and signed by two-thirds of the members thereof.

Section 1. The officers of the Society shall be a Chairman of the Board of Trustees, a President, three Vice-Presidents, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Trustees from its own number, at its first meeting after the annual meeting of the Society, and shall hold office for one year or until their successors are chosen.

Section 2. The Board of Trustees may appoint such other officers, committees, or agents, and delegate to them such powers as it sees fit, for the furtherance of its work

Section 3. Vacancies in any office or committee may be filled by the Board of Trustees.

Section 1. Dues shall be set in accord with provisions of the By-Laws of this Society.

Section 1. The Annual meeting of the Society shall be held on the last Friday of October in each year. Notice thereof shall be sent to each member at least ten days prior thereto.

Section 2. Special meetings of the Society may be called at any time by the Board of Trustees or must be called upon the written request of ten members of the Society. The notice of such meeting shall specify the object thereof and no business shall be transacted thereat excepting that designated in the notice.

Section 3. Fifteen members shall constitute a quorum at any meeting of the Society.

Amendments to the Constitution may be made at any annual meeting or at a special meeting called for that purpose. Notice of a proposed amendment with a copy thereof must have been mailed to each member at least ten days before the day upon which action is taken thereon, or be caused to be printed in the County weekly newspapers two weeks prior to a special meeting for this purpose. The adoption of an amendment shall require the favorable vote of two-thirds of those present at a duly constituted meeting of the Society.

Section 1. Any person, corporation, association, or other unincorporated group interested in furthering the objectives of this Society (corporation) shall be eligible for membership.

Section 2. Types of memberships and membership fees shall be reviewed annually before January 1, with any revisions promptly published in the Newsletter and the Schoharie County Historical Society Review.

Section 3. Spouses of individual, senior citizen (60 years of age), family, or sustaining members shall also be members without further payment of yearly fees, but they shall not receive the publications of the Society.

Section 1. All property of the Society shall be vested in the corporation. The affairs and all business of the society shall be conducted and managed by a Board of Trustees who may adopt such rules and regulations for the conduct of its meetings and the management of the corporate affairs as it may deem proper.

Section 2. The Board of Trustees shall consist of twenty-one members, divided into three classes of seven members, with terms of office expiring in successive years. At each annual meeting (held in October) the Board of Trustees shall elect seven members to serve as Trustees for the ensuing three years to fill the offices of the class whose term expires, and shall fill any vacancies in the other classes. Interim vacancies on the Board of Trustees may be filled by the Board.

Section 3. The Chairperson of the Board of Trustees shall call the Re-organizational Meeting of the Board following the Annual Meeting of the Society each year, for the purpose of electing Officers for the ensuing year and until their successors shall have qualified, and for the transaction of any other business of the Society.

Section 4. At the Re-organizational Meeting in each year, the Trustees shall elect an Executive Committee, a Finance Committee, and a Nominating Committee to hold office during the ensuing year. All other committees shall be appointed by the Chairperson, subject to the approval of the Board of Trustees which shall define and delegate such powers to them as it shall deem advisable.

Section 5. The Board of Trustees shall appoint a Certified Public Accountant to audit the books and records of the Society, and to prepare an Annual Report. Proposals may be solicited every five years from Certified Public Accountants to perform the audit of the Society.

Section 6. The Board of Trustees, by a majority vote of all its members, may elect any past Trustee who had rendered faithful and distinctive service to the Society to the office of Honorary Trustee, who may attend the meetings of the Board and participate in discussions, but shall have no vote.

Section 7. The Board of Trustees shall hold at least six regular meetings each year in addition to the annual organization meeting. Special meetings of the Board of Trustees may be called by the Chairperson of the Board, the President, the Secretary or by any five Trustees. Notice of all meetings specifying the time, place, and the object thereof shall be transmitted to each Trustee at least ten days prior to the holding of the meeting. No business shall be transacted at any special meeting except that designated in the notice.

Section 8. Any trustee absent for three consecutive regular and/or special meetings shall be requested by the Secretary to explain extenuating circumstances. If the Trustee provides none in 60 days, the Trustee shall be considered by the Board of Trustees as having resigned the office.

Section 9. The Board of Trustees shall have the power to suspend or expel members of the Society for cause, and to restore them to membership after a suspension or expulsion. No member shall be suspended or expelled except for the non-payment of dues as hereinafter provided, without first having been given ample opportunity to be heard in his or her own defense.

Section 10. The Board of Trustees shall have no power to bind the Society to any expenditure of money beyond the actual resources of the Society, except by the consent of the Board of Trustees, expressed in writing and signed by two thirds of the members thereof.

Section 11. The Editor of the Review shall be allowed to speak at any Board meeting but shall have no vote

Section 1. Annual dues shall be payable on or before January I of each year for the ensuing twelve months.

Section 2. The Board of Trustees shall have power to excuse the non-payment of dues. Unless so excused by the Board of Trustees, after such dues become one year in arrears the member shall be removed from the membership roll.

Section 1. The officers of the Society shall be a Chairperson of the Board of Trustees, a President, three Vice-Presidents, a Secretary, and a Treasurer. The officers of the Society shall be chosen from the Board of Trustees and shall be members of the Board. The Chairperson and President may be the same person.

Section 2. Vacancies in any office may be filled by the Board of Trustees until the next election.

Section 3. The Chairperson of the Board of Trustees shall preside at all meetings of the Trustees and see that the Society is operated in an efficient and business-like manner. The Chairperson shall be an ex-officio member of all Committees, is authorized to appoint one or more Assistant Secretaries, one or more Assistant Treasurers, a Director, a Deputy Director and Committee Chairs, subject to the approval of the Board of Trustees and shall assume and perform such other duties as may be delegated by the Board of Trustees.

Section 4. The President shall preside at all meetings of the members of the Society. The President shall exercise general supervision over the cultural and educational activities of the Society and recommend the adoption of policies in furtherance of these objectives. The President shall see that the activities of the Society are concentrated on those policies adopted by the Board of Trustees or the Executive Committee. The President shall present at each Annual Meeting of the Society a report of the condition of the Society, with such recommendations for the future as deemed advisable. The President shall sign all documents in the name of the corporation and see that they are properly carried to execution. The President shall preside at all meetings of the Board of Trustees in the absence of the Chairperson of the Board and shall be ex-officio a member of all committees and perform such other duties as may be delegated by the Society or the Board of Trustees.

Section 5. The Vice-presidents shall be designated First, Second, and Third Vice-President. In the absence of the President the duties and responsibilities shall fall to the Vice-presidents in order. Each of the Vice-presidents shall serve on one of the standing committees. In addition the First Vice-President will arrange for the programs for the two (2) membership meetings of the Society.

Section 6. The Treasurer shall have responsibility for all funds of the Society and will ensure the accuracy of the records of the accounts of the Society. These records shall at all times be open to the inspection of the Board of Trustees. The Treasurer shall present a full and comprehensive statement of the Society’s financial condition, its receipts and expenditures at each Annual Meeting, and to the Board of Trustees and/or the Executive Committee at their regular meetings to show the amounts of unexpended budgeted funds by line item, encumbered funds with specific itemization and expenditures. The Treasurer, or his or her designee, shall receive and receipt all money and securities due the corporation and shall hold, manage and use the same in accordance with the directions of the Board of Trustees or the Executive Committee. The Treasurer, or his or her designee, shall deposit all monies, checks and other obligations in such depository or depositories as may be designated by the Board of Trustees and shall keep all securities and other valuable papers of the Society in such bank, trust company, safe deposit company or other depository as may be designated by the Board of Trustees. The Treasurer shall keep separate, apart, and inviolate all funds given to the corporation in trust, or with limitations as to the income or use thereof. Before assuming the duties of office, the Treasurer may be required, with a surety to be approved by the Board, to execute to the Society his or her bond in such sum as the Board may determine for the faithful performance of the duties as Treasurer.

Section 7. During the absence or disability of the Treasurer, an Assistant treasurer shall perform the duties of the Treasurer and shall have all the power and be subject to all the responsibilities hereby given or imposed upon the Treasurer.

Section 8. The Secretary shall keep the minutes and attendance of all meetings of the Board of Trustees and shall perform such other duties as may be delegated by the Board of Trustees.

Section 1. The Director shall have superintendence of and responsibility for the buildings, libraries, and museums and other tangible property subject to such regulations and limitations as the Board of Trustees or the Executive committee may prescribe; shall cause to be prepared and keep proper catalogues and lists of all property and shall acknowledge the receipt of donations and gifts to the Society. The Director shall make to the Board of Trustees at each meeting a full report on the condition and progress of the Society’s museums, libraries and other activities. He shall recommend the employment of such permanent Society employees as deemed necessary for the proper management of the property and activities of the Society. The Director shall manage the staff in the performance of such duties as may be assigned to the Director by the Board of Trustees or Executive Committee.

The Director shall give and serve all notices required by law or by these By-Laws; shall be the custodian of the records and seal of the corporation and shall affix the latter when directed by the Board of Trustees or the Executive Committee, shall keep a complete record of all members of the Society.

The Director shall be present at all meetings of the Society and Board of Trustees, and may make recommendations for changes and new areas of endeavor and shall perform such other duties as the Board of Trustees or the Executive Committee may direct from time to time. The Director shall not be a trustee of the Society.

Section 2. During the absence or disability of the Director, the Deputy Director shall perform the duties of the Director and shall have all the power, and be subject to all the responsibilities hereby given to or imposed upon the Director.

Section 1. The Executive Committee shall consist of not less than five Trustees, of which the Chairman of the Board, the President, and the Treasurer shall be members. The members of such committee shall serve until their successors are elected. The Executive Committee shall have and may exercise the powers of the Board of Trustees in the interim between Board meetings. The Executive Committee shall adopt a budget before January I for each year, and this budget shall be considered and, if necessary, revised by the Board of Trustees. No officer, agent, or committee of the Society shall incur any expense, liability, or indebtedness for the Society except pursuant to an appropriation or to a vote of the Board of Trustees or of the Executive Committee at a regular or special meeting. At all meetings of the Executive Committee, one more than half of the members shall constitute a quorum.

Section 2. The Finance Committee shall consist of not less than three members of the Society. The Chairman of the Board and the Treasurer shall be members and included in the above limitation. An act of the majority of members of such Committee shall be the act of the Committee. The Finance Committee shall prepare the annual budget by December I of each Year. It shall have general charge of the monies of this Society, and it shall have authority to invest the funds of this Society in the purchase and acquisition of stocks, bonds, mortgages, and other securities in the name and in behalf of this Society and to sell and dispose of the stocks, bonds, mortgages, and other securities owned by this Society at such times and upon such terms as it may deem wise and advantageous to this Society, with the approval of the Board of Trustees or Executive Committee.

Section 3. The Nominating Committee shall consist of five members --two members shall be chosen from the members of the Board of Trustees and three members shall be chosen from members of the Society residing in Schoharie County who are not members of the Board of Trustees. The Nominating Committee, at the Society’s Annual Meetings, shall present a slate of trustee nominations in conformity with Article II, Section 2, of the By-laws. The Nominating Committee shall also prepare a slate of nominations for the officers of the Society, and present this slate at the Re-organizational Meeting of the Board of Trustees.

Section 4. The Board of Trustees may create such other committees, boards, or bodies, as it shall deem necessary, and define and delegate such powers to them, as it shall deem advisable. At all committee meetings, unless otherwise provided, a majority of the committee shall constitute a quorum.

Section 5. The Executive Committee and Finance Committees shall keep minutes of their meetings and file a copy with the Director.

Section 1. The Annual Meeting of the Society shall be held on the last Friday of October, at such place as shall be fixed by the Board of Trustees or Executive Committee. A spring Program Meeting shall he held on the last Friday of April.

Section 2. Special meetings of the Society may be called at any time by the Board of Trustees, the Chairperson of the Board, the President, a Vice President or Secretary, or upon the written request of ten members of the Society. The notice of such meeting shall specify the object thereof, and no business shall be transacted thereafter except that designated in the notice.

Section 3. At all meetings of members, each member in good standing shall have one vote.

Section 4. Fifteen members shall constitute a quorum at any meeting of the Society.

Section 5. A notice of each annual or special meeting of members shall be sent to each member in good standing, not less than ten nor more than forty days before the meeting.

Section 1. The following order of business, insofar as applicable, shall be followed at all meetings unless otherwise determined by the presiding officer:
    Call to order.
    Proof of notice of meeting
    Readings of minutes of previous annual or special meetings, and action thereon.
    Reports of officers
    Reports of Standing Committees
    Reports of Special Committees
    Election of Trustees or Officers
    Unfinished business
    New business
    Adjournment

Section 2. The procedure at all meetings of the Society and of the Board of Trustees, where not provided for in the By-laws, shall be governed by Robert’s Rules of Order.

Section 3. All elections shall be by ballot, except when only one candidate is nominated for an office.

Section 1. Whenever any notice is required by these By-laws to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post-office or post-office box under the control of the U.S. Postal Service, in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post-office address, and such notice shall be deemed to have been given on the day of such mailing. Notice of any Trustees’ meeting may be waived by any Trustee. Any notice required to be given by these By-laws may be waived by the person entitled thereto.

Section 2. Fiscal Year. The fiscal year of the corporation shall be the calendar year.

Section 3. Corporate Securities. All corporate securities owned by the Society shall be registered in the name of the Society. Any assignment thereof shall be executed in the name of the Society by any one of the following: The President, the Treasurer or any other member of the Finance Committee, and such signatures shall be conclusive evidence of authority to make the assignment, and to sell, transfer, and deliver the security or securities so assigned, and may be relied upon by any person accepting such assignment in good faith.

Section 4. Checks. All checks, drafts, notes or other obligations of the Society shall be signed by such person or persons as may be authorized to do so by the Board of Trustees.

Section 5. Office. The principal office of the Corporation, the Schoharie County Historical Society, shall be located at the Old Stone Fort Museum Complex, 145 Fort Road, Schoharie. N.Y. 12157.

Section 6. Compensation of Trustees and Officers. No Trustee of the Corporation shall receive, directly or indirectly, any salary, compensation or emolument from the Corporation for services rendered as a Trustee. Any Trustee may be employed by the Corporation in any other capacity, and may receive such reasonable compensation for services in effecting one or more of the purposes of the Corporation as may be authorized by the concurring vote of the majority of Trustees present. No officer of the Corporation shall receive, directly or indirectly, any salary, compensation or emolument from the Corporation, either as such officer or in any other capacity, unless authorized by the majority vote of the Trustees, and then only reasonable compensation for services in effecting one or more of the purposes of the Corporation.

Section 1. These By-laws may be amended at any annual or special meeting of the members of the corporation by a majority vote of members present thereat or may be amended at any annual or special meeting of the Board of Trustees by a majority vote of the Trustees present thereat. No amendment to these By-laws shall be made, except a copy of such proposed amended By-laws shall be sent to each member or each Trustee, as the case may be, at least ten days prior to the meeting of members or meeting of Trustees, at which such proposed amendment is to be voted upon.