CONSTITUTION AND BYLAWS OF
THE CENTURY HOUSE HISTORICAL
SOCIETY
ARTICLE I
NAME
1.1. Name.
The name of this corporation shall be The Century House
Historical Society ("the Society"), located in Rosendale,
county of Ulster, state of New York. The Society is incorporated by
virtue of an absolute charter ("the Charter") granted by the
State of New York Education Department.
ARTICLE II
PURPOSES
2.1. The purposes of this society shall be:
a. To promote and encourage original historical
research;
b. To disseminate and encourage a greater knowledge
of the history of the State of New York and particularly the area in
New York State designated geographically, geologically and industrially
as the Rosendale Natural Cement District. This District being situated
between and including East Kingston, New York to and including High
Falls, New York and including the communities now and once established
within this region;
c. To disseminate and encourage a greater knowledge
of the relationship of the District to the development of the Nation
emphasizing contributions of an industrial nature;
d. To examine and analyze the lives of industrialists,
the role of labor and dominant lifestyle of the District;
e. To gather, preserve, display and make available
for study artifacts, relics, books, manuscripts, papers, photographs,
and other records and materials relating to the history of the State
of New York and particularly of the Rosendale Natural Cement District
businesses and industries
f. To encourage the suitable marking of places
of historic interest relating to the District; and
g. To acquire by purchase, gift, devise or otherwise
the title to or the custody and control of historic sites and structures,
and preserve and maintain such sites and structures.
ARTICLE III
MEMBERSHIP
3.1. Members. Any person who subscribes to the
purposes of The Century House Historical Society as stated in the Charter
shall be eligible for membership in the Society.
3.2. Class. Membership classes, and dues for
each, shall be established by the Board of Trustees.
3.3. Term. Membership shall begin on the first
day of the month following payment of the applicable dues. Dues shall
be annual. Membership shall be renewed by the payment of the applicable
dues during the first quarter of each new year. Persons who join during
the months of October, November, or December will be considered members
in good standing in the year of joining as well as the following year.
3.4. Vote. No class of membership shall be entitled
to more than one vote.
3.5. Honorary. Honorary membership may
be granted by unanimous vote of the Trustees. Such honorary members
shall have all membership rights except the right to vote. Honorary
memberships shall be a lifetime term.
ARTICLE IV
TRUSTEES
4.1. Number of Trustees. There shall be at least
5 but not more than twenty-five Trustees, collectively known as the
Board of Trustees ("the Board").
4.2 Nominations, Elections, and Term of Office. A
candidate for election to the Board shall be a member in good standing
of the Society. Trustees shall be elected by a majority of votes cast
at the Annual Meeting. The Secretary or other Board member designated
by the Secretary in his or her absence shall deliver all votes cast
by proxy to the Annual Meeting. Trustees shall hold office for a period
of two years or until their successors are elected. Any vacancy occurring
in the Board shall be filled by appointment by a majority of the Board.
Such appointment shall be in effect until the next annual meeting at
which time an election shall be held to fill the remainder of the original
term. If any Trustee shall fail to attend three consecutive meetings
without excuse accepted as satisfactory by the Trustees, he or she shall
be deemed to have resigned and the vacancy shall be filled in the manner
described above.
4.3. Powers and Duties. The Board shall have
the power to conduct all affairs of the Society.
4.4. Meetings. The Board shall hold at least
four regular quarterly seasonal meetings at a time and place to be determined
by the Board. Board meetings shall be open to all members of the Society.
The Board may go into executive session by a vote of two-thirds of the
Trustees present. Notice of all Board meetings shall be provided to
all Trustees no less than thirty days prior to the date of the meeting.
4.5. Special Meetings. Special meetings of the
Board may be called by the chair or if requested by a majority of the
Trustees. Thirty days notice shall be required except in the case of
matters considered by the chair or a majority of the Board to be those
of a emergency matter. The specific purpose for which a Special Meeting
is to be held shall be given in the Notice.
4.5. Board Meeting Quorum. At any meeting of
the Board, a majority of the Trustees shall constitute a quorum.
ARTICLE V
OFFICERS
5.1. Officers. The officers shall be a president,
a vice-president, a secretary, and a treasurer, who shall hold office
for a period of one year or until their successors are elected. The
officers shall be members of the Board. Only the offices of secretary
and treasurer may be held by the same person. Officers shall be elected
by the Board following the election of Board members at the annual meeting
and the results shall be announced at, and included in the minutes of,
that meeting.
5.2. President Duties. The President shall have
executive supervision over the activities of the Society within the
scope provided by these bylaws and shall preside at all meetings. The
President shall report annually on the activities of the Society and
shall appoint the members of committees and delegates not otherwise
provided for. The President shall also serve as the chair of the Board.
5.3. Vice-President Duties. The Vice-President
shall assume the duties of the president in the event of incapacity,
resignation, or removal of the President.
5.4. Secretary Duties. The Secretary shall keep
the minutes of meetings of the Society and the Board, maintain a list
of members, and tender an annual report. The Secretary shall give notice
to members whose dues are payable. The Secretary shall also serve as
the secretary to the Board.
5.5. Treasurer Duties. The Treasurer shall be
responsible for the safekeeping of Society funds, for maintaining adequate
financial records, and for depositing all monies with a reliable banking
company in the name of The Century House Historical Society. Monies
shall be paid out by numbered checks signed by the Treasurer and the
President. The Treasurer shall collect dues, and shall render an annual
report at the annual meeting. The Treasurer shall render an annual report
based on the Society’s fiscal year, which shall be the calendar
year beginning on the first day of January and ending on the last day
of December, and quarterly reports at Board meetings.
ARTICLE VI
MEETINGS
6.1 Annual Meeting. The annual meeting of the
Society shall be held in December at a time and place to be determined
by the Board. Notice of the time and location shall be provided to the
membership at least thirty days prior to the date of the annual meeting.
6.2 Quorum. The quorum shall be one-tenth of
the total number of votes entitled to be cast. For the purpose of the
quorum, members submitting a proxy certificate will be considered present.
6.3. Voting. Due to the geographic diversity
of the membership of the Society, voting by proxy shall be permitted.
Ballots shall be provided with notification of the Annual Meeting.
6.4. Special Meetings. Special meetings shall
be called by the President if requested by ten percent of the members
in the form of a signed and dated petition. Such meetings shall be held
within sixty days of the submission of the petition. Thirty days notice,
including the specific purpose of the special meeting, shall be given
to all members. The cost of printing the notice and postage for mailing
the notice shall be born by petitioners.
6.5. Electronic Meetings. The Board of Trustees,
standing committees, and special committees are authorized to meet by
telephone conference or through other electronic communications media
so long as all participating members can interact simultaneously.
ARTICLE VII
COMMITTEES
7.1. Committees. The Society shall have the following
standing committees, and if desired, special committees. Committee members
shall be members of the Society.
7.2. Nominating Committee. The Nominating Committee
shall be appointed at least 90 days before the annual meeting and shall submit
nominees for Trustee at least 30 days before the annual meeting. Said
list shall not preclude nominations from the floor or write-in votes.
The Nominating Committee shall be discharged upon presentation of its
list of nominees.
7.3. Bylaws Committee. The Bylaws Committee shall
review all proposed bylaws for consistency with applicable Federal and
State law, the Charter, and the existing bylaws.
7.4 Collections Committee. The Collections Committee
shall be responsible for collecting, cataloging, cleaning, repairing,
and storing historic objects; for arranging exhibits, and the correct
historic interpretation of these exhibits; for the care and upkeep of
the collections quarters and collecting, cataloging, caring for, arranging,
and repairing books, manuscripts, newspapers, and other historical source
material.
7.5 Publications Committee. The Publications
Committee is responsible for finding ways and means for publishing joint
or individual research studies, newsletters to members, a quarterly
bulletin, or books.
7.6 Membership Committee. The Membership Committee
is responsible for membership drives.
ARTICLE VIII
AMENDMENTS
8.1. Amendments. The Constitution and Bylaws
of the Society may be amended by a vote of a majority of those present
in person or proxy at the annual meeting or special meeting called for
such purpose. All proposed amendments shall be submitted in writing
to the Bylaws Committee. The Bylaws Committee shall report on the proposed
amendment to the Board.
ARTICLE IX
PARLIAMENTARY AURHORITY
9.1 Standing Rules. Any rules or procedures not
covered by applicable Federal or State law, the Charter, the Constitution
and Bylaws, or the adopted parliamentary authority shall be considered
Standing Rules of the Society and shall be recorded as such by the Secretary.
9.2 Parliamentary Authority. The rules contained
in the current edition of Robert’s Rules of Order Newly Revised
shall govern the Society in all cases to which they are applicable and
in which they are not inconsistent with this Constitution and Bylaws
or any special rules of order the Society may adopt.
ARTICLE X
DISTRIBUTION OF ASSETS UPON DISSOLUTION
10.1 In the event of dissolution, all of the
remaining assets and property of the Society shall, after necessary
expenses thereof, be distributed to such organizations as shall qualify
under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended,
or to another organization to be used in such a manner as in judgment
of a Justice of the Supreme Court of the State of New York will best
accomplish the general purposes for which the Society was formed. Organizations
to which such assets and property are distributed, if such assets of
property are in the nature of scientific or cultural material, shall
have collections management policies similar to the Society.
Adopted December 2, 2001
