MORGAN MANNING HOUSE POLICIES
100 - Board and By-Laws
PAGE SECT. # TITLE
1 Table of Contents
2 100.1 Number of Trustees and term of office
2 100.11 Nomination and Election of Trustees and Officers
2 100.12 Trustees and the Board shall, in good faith and with
diligence and care:
3 100.13 Rights of Trustees
3 100.14 Statement of Ethics
3 100.15 Officers of the Board
4 100.16 Duties of the President
4 100.17 Duties of the Vice President
4 100.18 Duties of the Immediate Past President
5 100.19 Duties of the Recording Secretary and Assistant Secretary
5 100.20 Duties of the Treasurer
6 100.21 Duties and Composition of the Executive Committee
6 100.22 Resignation or removal of an Officer
6 100.23 Policy
7 100.24 Meetings
7 100.25 Conduct of meetings - Parliamentary procedure
8 100.26 Executive Sessions
MORGAN MANNING HOUSE POLICIES
100 - Board and By-Laws
Number of trustees and term of office
The Board of Trustees of the WMHS shall consist of fifteen (15) members, plus the officers and the Historian, elected by the qualified members of the Society at the annual election as prescribed by the Society's constitution.
Members of the Board of Trustees shall serve for three (3) years beginning immediately following their election and each term shall expire immediately after the annual meeting of the third year. Terms for Trustees shall be limited to two (2) consecutive terms. Members are eligible for election to the Board one (1) year after the completion of their second term.
Vacancy: Should a vacancy occur, either by resignation, removal or death; the vacancy shall be filled by majority vote at the next meeting of the Board of Trustees. Candidates will be presented for consideration by the President or designee. The appointed Trustee shall fill the remainder of the vacant three (3) year term. This service shall not be considered part of the two term limit. Removal of a Trustee: Any Trustee may be removed for willful violation of the law, the Society's constitution or neglect of duty. More than three consecutive unexcused absences from regularly scheduled Board of Trustee meetings may result in removal from the Board. A Trustee shall be removed upon the recommendation of the President and a majority vote of the Board of Trustees. The Trustee shall be informed in writing of the Board's decision. The President may only be removed by a resolution of the Board.
Nomination and Election of Trustees and Officers
- The President shall appoint annually a nominating committee subject to Board approval. The committee of three shall be chaired by the Immediate Past President, and shall include a current Board Trustee and member at large.
- The committee shall present a slate of candidates who are WMHS members at the regular Board meeting in March. The slate may be accepted or rejected or amended by a majority vote of the Board of Trustees. It shall be noted in the January newsletters that members of the WMHS interested in serving on the Board may contact the President.
- The approved slate shall be published in the April newsletter, along with a proxy form. Election shall be by the general membership, at the annual meeting in May.
Trustees of the Board shall, in good faith and with diligence and care:
- Attend all regular and special meetings of the Board and actively participate in deliberations and decision-making.
- Read the minutes of meeting and all reports, including financial statements.
- Determine and update as necessary the Mission and purpose of the Society.
- Select and evaluate the staff.
- Provide ongoing support for the staff and Society.
- Carefully oversee and conserve the resources and assets of the Society.
- Determine and monitor the Society's programs and services.
- Insure that the Society has proper internal financial controls and policies to safeguard and protect the Society's funds and assets.
- Provide careful oversight of the Society's finances.
- Encourage diversity among Board Trustees.
- Ensure the qualifications of all employees and independent contractors.
- Enhance the Society's public image.
Rights of Trustees:
To review all original copies of the books and records of the Society.
To receive copies of the Board minutes, as well as, financial and other reports.
To receive notice of all special meetings of the Board of Trustees.
Statement of Ethics:
Trustees, Officers and employees of the Society shall strive to conduct Society business utilizing the highest of ethical standards. Any conflict of interest, real, potential or perceived must always be disclosed in advance of joining the Board. Board members must avoid transactions in which they, or their family members benefit personally. If such transactions are unavoidable, trustees must fully disclose the conflict to the Board and abstain from any vote involving the conflict.
Trustees must exercise extra diligence in examining transactions that may involve a conflict of interest and must not approve any transaction that is not fair and reasonable to the Society.
Board members may not, under any circumstance, borrow money from the Society, or have the Society borrow money on their behalf, even if there is a written promise to repay with interest. Such transactions are strictly forbidden by New York law.
Trustees will strive to insure that the Society always complies with the laws governing nonprofit organizations, including.
- Dedicating the Society's resources only to its Mission.
- Insuring the Society carries out its purposes and avoids unauthorized and prohibited activities.
Officers of the Board
The officers of the Board, who will comprise the Executive Committee shall include:
- Vice President
- Immediate Past President
- Recording Secretary
- Assistant Secretary
Duties of the President:
The term of office for the President shall be one (1) three (3) year term. No one shall serve as President for more than one (1) consecutive term.
The President's duties include the following:
- Presides at all meetings of the Board;
- Presides over all of the meetings of the Executive Committee;
- Calls special meetings as necessary or on request;
- Appoints committees of the Board with the advice of other Board members;
- Serves ex-officio as a member of all committees unless otherwise ordered by the Board;
- Executes documents on behalf of the Board;
- Performs the usual and ordinary duties of the office.
Duties of the Vice President:
The Vice President shall assist the President in the execution of his/her office and shall have the power to exercise the duties of the President in case of the absence or disability of the President. In case of vacancy in the office of the President, the Vice President shall act as President until a new President is elected. The Vice President shall serve as the President-designee during the last year of his/her term.
Duties of the Immediate Past President:
Shall preside as chair of the Nomination Committee.
Shall preside as chair and Board Representative of the Committee of Past Presidents.
Duties of the Recording Secretary and Assistant Secretary:
The Recording Secretary shall take, maintain and oversee the distribution of the minutes of all meetings of the Society, including , but not limited to:
Regular meetings of the Board of Trustees.
Special meetings of the Board of Trustees.
Meetings of the Executive Committee
The Annual Meeting of the general membership.
The Secretary shall be responsible for correspondence of the Society as directed by the Board.
The Secretary shall have charge of the seal of the Society.
The Assistant Secretary shall:
Assist the Recording Secretary as necessary.
Be responsible for maintaining the Membership Roster, mailing lists, signing membership certificates and shall chair the Membership Committee.
The Assistant Secretary shall maintain and execute the membership categories as defined by Board resolution.
Either Secretary may be required to record the minutes of the standing committees, as needed, and shall maintain a record of committee membership, meetings, proceedings, decisions and recommendations for the Society.
Duties of the Treasurer:
In addition to the routine duties of accounting, filing, posting and preparing reports and statements concerning Society finances, the Treasurer shall perform other specific tasks as follows:
- Acts as custodian of all funds belonging to the Society and lawfully deposits these funds in the depositories designated by the Board;
- Pays all authorized obligations of the Society as directed;
- Maintains proper records and files of all checks, and approved payment of bills and salaries;
- Makes all such entries and posts all such financial ledgers, records and reports as may be properly required to afford the Society an acceptable and comprehensive financial accounting of the use of its funds and financial transactions;
- Signs all checks drawn on the Society's accounts;
- Assumes other duties customary to the office;
- At the expiration of his/her term of office, the Treasurer shall hand over to his/her successor in office all funds, documents and books of record belonging to the Society.
- Presents a financial report at each regular meeting of the Board of Trustees.
- Prepares and presents an annual financial report at the close of the fiscal year.
- Oversees the preparation of the annual Budget (spending plan).
- Serves as chair of the Financial Committee and is responsible for ensuring that each member of the committee understands the duties and responsibilities of the finance committee.
- Is authorized to expend society monies for miscellaneous expenses without Board approval in the amount of $250.00 or less.
Duties and Composition of the Executive Committee:
The Executive Board shall consist of the President, who shall be the Chair, The Vice President, Immediate Past President, Recording Secretary Assistant Secretary and Treasurer.
The Executive Board shall act with the authority of the full Board, by majority vote, in case of emergency or for the purpose of employee evaluation, during the interim between regularly scheduled Board of Trustee meetings. The President shall be responsible for reporting all decisions of the Executive Board to the full board, at the immediately following regular Board meeting. Minutes of the Executive Board meetings will be available to all Trustees.
Resignation or Removal of an Officer:
Officers may resign their office either by giving written notice of resignation to the President or by verbally stating their intent to resign at a Board of Trustees meeting. The Board may accept or delay or refuse to accept the resignation, by resolution. Under no circumstance shall the Board delay the acceptance or rejection of a resignation by more than sixty(60) days.
Removal of an Officer: Any officer may be removed for willful violation of the law, the Society's constitution or neglect of duty. More than three consecutive unexcused absences from regularly scheduled Board of Trustee meetings, or Executive Committee meetings may result in removal from the Board. An Officer shall be removed upon the recommendation of the President and a majority vote of the Board of Trustees. The Officer shall be informed in writing of the Board's decision. The President may only be removed by a resolution of the Board.
The Society shall formulate policies to provide for the continuous, consistent operation of the organization over time. The formulation of policy allows the decision making process to take place in the absence of crisis, and provides guidance and standards as a resource for future Boards.
The adoption of a written policy shall occur only after the proposal has been moved, discussed and voted on affirmatively at two separate meetings of the Board of trustees (i.e., the "first reading" and the "second reading"). The policy draft may be amended at the second meeting. By a majority vote, the Board may waive the "second reading" and complete the adoption of the proposed policy at its "first reading".
The formal adoption of written Board policy shall be recorded in the official minutes of the Board. Such written Board policy shall govern the conduct and affairs of the Society and shall be binding upon the members and employees of the organization. It shall be the Board's responsibility to keep its written policies up-to-date so that they may be used consistently as a basis for Board action and decision.
Regular meetings of the Board of Trustees:
Shall be called by the President and must take place at least quarterly. It is the practice of the Board to meet monthly on the second Tuesday at 7:30 PM. Regular meetings may be cancelled by the President in case of emergency or through consensus of the Board at the prior regular meeting.
Annual (general membership) Meeting of the WMHS:
Shall be called by the President, approved through resolution of the Board, and must take place during the month of May each calendar year. The Annual meeting shall be open to all Society members in good standing, and notice shall be published by the Recording Secretary in accordance with the law. Each Society member may be notified by mail, by the Secretary, if instructed through a resolution of the Board.
Special meetings of the Board of Trustees may be called by the President.
Special meetings of the General Membership may be called through a resolution of the Board.
Meeting of the Executive Board may be called by the President, in case of an emergency, between regular Board meetings. Such meetings shall not take place for conducting the routine business of the society unless authorized through a resolution of the Board Of Trustees.
Conduct of Meetings:
The official Board business of the WMHS shall be conducted in accordance with the authoritative principles of parliamentary procedure as found in the latest edition of Robert's Rules of Order.
One half plus one of the Board of Trustees shall constitute a quorum. A simple majority of committees shall be necessary to conduct official business.
The minutes of each meeting of the Board of Trustees and its committees shall state:
- The type of meeting;
- The date, time of convening, and adjournment;
- Board members present and absent;
- All action taken by the Board, with evidence of those voting in the affirmative and the negative, and those abstaining;
- The nature of events that transpire, in general terms of reference. Communications and other documents that are too long and bulky to be included in the minutes shall be referred to in the minutes and shall be maintained with the minutes.
- All Board minutes shall be signed by the Recording Secretary when approved and stored in a secure location. At least one copy of all minutes will be stored and maintained at the WMHS office. Minutes will be maintained indefinitely and will be made available to any member upon request.
On rare occasions the President, or through resolution, any trustee or officer may call an executive session to discuss subjects of a privileged nature that if discussed in public may compromise the Society. Usually these matters would include, but not be limited to, Medical, financial, credit or employment history of any particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of any particular person or corporation.
Matters discussed in executive sessions must be treated as confidential; that is, never disclosed outside of that executive session.