Note the following changes made to:
Article V1 - Management - #1, (historian language removed and curator changes)
and #8 (asst Treasurer added)
Article VII - Officers and Duties
#1 - Assistant Manager added
CONSTITUTION AND BY-LAWS
Adopted May 2006 - Revised 2021
WESTERN MONROE HISTORICAL SOCIETY
(Chartered April 23, 1965)
Article I - NAME: This organizations shall be known as the "Western Monroe Historical Society" with headquarters at the Morgan-Manning House, 151 South Main Street, Brockport, New York 14420.
Article II - PURPOSE: The purpose of this society shall be:
To bring together those people interested in history, especially in the history of the area, by fostering their membership and participation in the Society.
To discover and collect material which may help to establish or illustrate the local and national history of the country; its progress, exploration, settlement, development and activities.
To collect manuscript materials, printed documents, periodicals and other publications, pictorial items, artifacts, and material objects illustrative of the life, conditions, events and activities of the past or present.
To provide for the preservation of such material and for its accessibility, so far as may be feasible, to all who wish to examine and/or study it; cooperate with officials in insuring the preservation and accessibility of records and archives of our communities and institutions; and insure the preservation of historic buildings, monuments, and markers.
To educate and disseminate historical information and arouse interest in the past by publishing historical material in newspapers; by issuing newsletters, bulletins, and reports, or other types of circulars; by holding meetings with pageants, addresses, lectures, papers, presentations and discussions, and by marking historic buildings.
To cooperate with the University of the State of New York through the Division of Archives and History and with the New York State Historical Association, Western New York Association of Historical Societies, municipal officials and historians and other state and local institutions to collect and preserve materials of state and local significance so that these materials may be available to students and scholars.
To recognize, maintain and utilize the tangible, material asset and symbol of the WMHS, the Morgan-Manning House, and its properties; to provide for its physical upkeep; to arrange for acquisitions of house properties and to enforce the rules pertaining to usage. The House was instrumental in the origins of the society and provides a vital link to the past.
Article III - MEMBERSHIP
Eligibility: All persons interested in the objectives of the Society shall be eligible for membership. The membership year shall be from July 1st to June 30th.
Dues: All categories except Life membership shall pay annual dues. The schedule of dues and privileges will be set and adjusted by the Board of Trustees.
Membership Privileges: Members in good standing shall receive notices of annual and special membership meetings and shall be entitled to a voice and voting privileges at these meetings.
Article IV - MEETINGS
The Annual Meeting of the Western Monroe Historical Society shall be held during the month of May on a day and time to be fixed by the Board of Trustees and shall be open to all Society members. Special meetings of the entire membership may be called throughout the year at the discretion of the Board of Trustees.
Notice of Annual Meeting shall be published by the Secretary according to law, and each member of the Society shall be notified by mail, if so instructed by the Board of Trustees.
Article V - QUORUM
One half plus one of the Board of Trustees shall constitute a quorum.
Article VI - MANAGEMENT
The affairs of the Society shall be administered by a Board of Trustees consisting of the officers and fifteen members of the Society, five of whom shall be elected each year to serve for a period of three years and designated as Trustees. The Curator shall be an ex officio, non-voting member of the Board of Trustees.
Term of office of President shall be one (1) three-year period.
Officers may serve two (2) consecutive three-year terms.
Term of office for Trustees on the Board of Trustees shall be limited to two (2) consecutive terms of three years each. A person would be eligible to serve again one year after the completion of a second term.
Term of office for officers and trustees shall run from the date of the Annual Meeting.
Should a vacancy occur for officer or trustees, either by resignation or by a declaration of the Board, such vacancy will be filled by the Board of Trustees at the next regular meeting. The term of this vacancy shall extend to the date at which it would have normally expired for the person originally holding that office. If the person filling the vacancy is nominated to run for a full term following this period, the nomination shall be considered a first term position.
Meetings of the Board of Trustees shall be called by the President and shall be held at least quarterly.
There shall be an Executive Committee of the Board consisting of the President, who shall serve as chair; the Vice-President; the Immediate Past President; the Recording Secretary; the Assistant Secretary; the Treasurer and the Assistant Treasurer. The Executive Committee shall be empowered to act, with a majority vote, for the Board of Trustees in emergencies during the interim between Board meetings. Decisions reached by the Executive Committee shall be reported to the Board at its next convened meeting.
Paid staff members, hired by the Board of Trustees, shall carry out duties as specified by the Board and shall be responsible to the Board. The performance of the paid staff members shall be annually evaluated by the Executive Committee.
Article VII - OFFICERS AND DUTIES
1. The officers shall be:
President Recording Secretary
Vice President Assistant Secretary
Immediate Past President Treasurer
2. Officers shall serve until their successors take office. These officers, except the Immediate Past President, shall be elected each year by the Society at the Annual Meeting.
3. Duties of Officers
A. the President is responsible to the Board of Trustees and shall exercise general control of the work of the Society and shall preside at all meetings of the Society and the Board of Trustees and Executive Committee.
B. The Vice-President shall assist the President in the work of the Society and shall assume the duties of the President in the event of the President's absence.
C. The Immediate Past President shall serve as Chair of the Nominating Committee. The IPP shall also serve as Chair of the Committee of Past Presidents and shall act as its representative to the Board of Trustees.
D. The Recording Secretary shall keep the minutes of all meetings of the Society, the Board of Trustees and its Executive Committee, and provide each member of the Board of Trustees with a copy. The Secretary shall be responsible for correspondence according to the policies set forth by the Board. The Secretary shall have charge of the Seal of the Society.
E. The Assistant Secretary shall assist the Secretary and shall be responsible for the membership roster and mailing lists and shall sign membership certificates and shall serve as Chair of the Membership Committee. The Assistant Secretary shall be responsible for retaining the definition of each membership category as established by the Board.
F. The recording Secretary or the Assistant Secretary may be called upon to record minutes of the several standing committees, and to maintain a record of these committees, their membership, meetings, decisions and recommendations, at the House office.
G. The Treasurer shall be responsible for all funds of the Society; shall pay all bills when approved by the Board, and shall present a financial report at each meeting of the Board of Trustees. The Treasurer shall prepare an annual report to be distributed at the close of each fiscal year. The Treasurer shall serve as chair of the Financial Committee.
H. The Assistant Treasurer shall assist the Treasurer and shall assume the duties of the Treasurer in the event the Treasurer is unable to discharge his/her duties.
Article VIII- COMMITTEES
1. Standing and special committees shall be appointed by authorization of the Board of Trustees.
2. The President shall appoint, with the approval of the Board, the chair of each of these committees. Each Chair, in consultation with the President, shall select the members of the committee from the active membership rolls, and report to the Board. The President shall be considered ex-officio member of all committees.
3. All committees, standing or special, shall render full written report at the Annual Meeting of the Society with a copy for the Secretary.
Article IX - NOMINATING PROCEDURE
The President shall appoint a nominating committee, with Board approval. The nominating committee shall be composed of the Immediate Past President who shall be Chair, a Board member, and a member at large, and shall begin meeting in January.
The nominating committee shall present a slate for approval at the March meeting of the Board of Trustees.
The approved slate shall then be published in the April newsletter to members, along with a proxy statement, and shall then be voted on by the membership at the Annual meeting.
Article X - INDEMNIFICATION AND LIABILITY
The Organization shall indemnify, defend and hold harmless to the maximum extent permitted by Article 7 of the New York Not-For-Profit Corporation Law, as amended, any person threatened to be made or made a party to any action or proceeding by reason of the fact that he or she is or was a Trustee or Officer of the Organization.
Personal liability of the Organizations officers and trustees is eliminated to the fullest extent permitted by the Not-For-Profit Corporation Law.
Article XI - AMENDMENT
This Constitution and By-Laws shall be amended only by two-thirds vote of the members present at any regular or special meeting provided such amendment has been previously proposed and approved by the Board of Trustees and each member has been presented a copy of said proposed amendment a month prior to the voting date, and notice that an amendment to the by-laws is to be acted upon is included in the call for the regular or special meeting.
Article XII - CONSTITUTION REVIEW
Review of the Constitution and the By-laws shall be requested by the President every four years prior to the Annual Meeting.
Article XIII - PARLIAMENTARY PROCEDURE
The most recent addition of Roberts Rules of Order shall govern.