Bylaws of the Madison Historical Society, Inc.

As revised and adopted May 20, 2025

ARTICLE I
NAME

The name of this corporation is The Madison Historical Society, Inc., hereinafter referred to as the Society.  It is a non-stock corporation registered with the Department of State of the State of Connecticut.

ARTICLE II
PURPOSE

The purpose of the Society shall be to illustrate the history of the Town of Madison, Connecticut, by collecting and preserving artifacts and information that may be connected with or may be related to it; to record history, traditions, and events that will provide future historical resources; to encourage historical investigation; to disseminate historical information; and to maintain a museum in which to preserve and exhibit these historical resources.

The Society pursues the preservation and interpretation of the history of Madison through its historic properties (the Allis-Bushnell House, Annex, and Corn Crib, Lee’s Academy, and the Smallpox Burying Ground), its collections of decorative arts, its artifacts of daily life, and its archival and library materials. The Society further fulfills its interpretive function through exhibitions, educational programs, publications, and other media.

ARTICLE III
MEMBERSHIP

Members are all persons who pay annual dues to the Society. The Board of Trustees will establish categories of membership and may change categories from time to time and shall set the amount of annual dues for each category. Each member age 16 or older shall be entitled to one vote on matters submitted to members for action, regardless of category. Nothing in these bylaws shall affect or change the status of life members or honorary members existing at the date of the adoption hereof.

ARTICLE IV
MEETINGS OF THE MEMBERSHIP

1. The Society shall hold an annual business meeting of the membership in May. The business to be conducted at this meeting will be the reports of the year’s work by the officers and trustees, the election of the Officers and Board of Trustees, as directed in Article V, the presentation of the annual budget, and such other business as may be necessary. Election shall be determined by a majority of members attending and voting at such meeting
2. Special meetings of the membership may be called at any time by the Board, the Executive Committee, or upon the written request of not fewer than ten members of the Society.
3. Notice of each special meeting of the membership shall be mailed to all members at least two weeks before the day appointed for the special meeting; such notice shall   state the purpose of the meeting. Subjects to be covered will be limited to those listed in the advance special meeting notice. If a vote is required, a ballot will be sent by mail or email to the entire membership and carried by a majority of the returned ballots.

ARTICLE V
BOARD OF TRUSTEES

Section 1: Governance

The Board of Trustees, hereinafter called the Board, shall be vested with sole power and authority, to establish and monitor major policies and objectives for the Society and shall assure its financial security.

Section 2: Number, Election, Tenure

1. The Board shall consist of five (5) officers of the Society: the President, first Vice President, second Vice President, the Secretary, and the Treasurer, and up to 18 persons elected to serve as non-officer Trustees, who shall serve as Standing Committee Chairpersons or Committee Members.
2. Trustees are elected by the board on a majority vote at a regular board meeting and then ratified by the members at the Annual Business Meeting. Trustees serve for a two-year term or until their successors are elected. No such elected non-officer Trustee who has served three (3) consecutive two-year terms shall be eligible for reelection until one year has elapsed from the expiration of his/her third two-year term. If a qualified replacement cannot be found, a two-year term may be extended by a majority vote of the Board. Officers shall be limited to two (2) consecutive two-year terms in the same office, except for the Treasurer whose two-year term may be extended by a majority vote of the Board and with approval of the Nominating Committee. All elected Trustees must be members of the Society. Terms shall begin immediately after election.
3. "Special Board Members:" Designated representatives of other organizations that give significant support to the Society's operation may be asked to serve on the Board and to serve without the requirement of being a member.
4. A majority of the Board shall constitute a quorum.

Section 3 – Termination

The term of office of any Trustee shall be terminated upon death, resignation, criminal conviction, or failure to maintain membership in the Society. All Trustees are expected to attend every board meeting and any trustee who fails to attend at least half the meetings in any year, without cause or prior notification to the President, may be removed and replaced.

Section 4 – Meetings

The Board shall meet no fewer than six times annually on a regular day and time to be determined by the Board. Each meeting will be in person with the option to attend via telecommunication (e.g. Zoom) if in-person attendance is impractical. Special meetings of the Board may be called and held at any time as determined by the Board or at the discretion of the Executive Committee or upon the written request of not fewer than three Board Trustees. No special meeting of the Board shall be held except upon 48-hour notice of its time and place. A majority of the Trustees, including at least one officer, shall constitute a quorum at any Board meeting, and all actions taken by the Board in any meeting so constituted shall be by majority vote.

Section 5 – Powers and Duties

1. The Board shall exercise power and authority as provided for in Article V, Section 1, of the bylaws, including the establishment of policy.
2. The Board shall consider and approve the budget for the operations of the Society.
3. The Board may authorize any officer or officers or the Executive Director to enter into any contract or to execute any instrument in the name of the Society and such authority may be general or limited to specific instances.
4. The Board shall hire the Executive Director of the Society and fix the terms of his/her compensation, evaluation, tenure, and responsibilities.
5. The Board may require any officers, appointees, employees, or agents of the Society to be bonded in such amount as may be determined by the Board, at the Society’s expense.
6. The Board shall approve proposed amendments to the bylaws and submit such proposed amendments approved by the Board to Society members for final approval.
7. The Board may appoint nonvoting ex-officio members to the Board who shall serve in an advisory capacity and who shall be subject to reappointment by the Board on an annual basis.

Section 6 – Provisions for Electronic Voting

If action by the Board is required between scheduled meetings, the Executive Committee is authorized to solicit such action by e-mail vote, allowing forty-eight hours for response, and such action shall be majority votes and reported as official action by the President at the next regular meeting.

ARTICLE VI
OFFICERS

Section 1 – Elected Officers

1. The elected Officers of the Society shall be the President, the first Vice President, the second Vice President, the Secretary, and the Treasurer as provided in Article V, Section 2.a., of these bylaws. All such Officers shall be members of the Society.
2. Any vacancy among Officers shall be filled by election by the Board for the remainder of the unexpired term or until the successor is duly elected.
3. Any officer may be removed for cause by the majority vote of the Board of Trustees at a meeting called for that purpose.

Section 2 – Duties of Elected Officers

1. The President shall preside at all meetings of the membership and the Board. The President shall perform all duties commonly incident to the office and shall perform such other duties as the Board may designate. The President shall be a member ex officio of all committees. The President shall be the liaison between the Board and the staff. The President shall also be responsible for assuring the evaluation, on a regular basis, of the performance of the staff.
2. First Vice President. The First Vice President shall perform the duties and have the powers of the President during the absence or disability of the President except as specifically limited by the Board. The First Vice President shall monitor the Strategic Plan on a continuing basis and make status reports to the Board. The First Vice President shall perform such other duties as the Board may designate.
3. Second Vice President. The Second Vice President shall oversee the maintenance of the physical properties of the Society and recommend capital improvements and lead an ad hoc committee to negotiate the acquisition of additional properties depending on opportunities.
4. The Secretary shall be the Agent-for-Service and shall be responsible for maintaining the corporate status of the Society; record and maintain the official record of all actions and decisions taken by the Board and the membership of the Society at their respective meetings and shall perform such other duties as the Board may designate. In the absence of the Secretary, the President shall appoint a secretary pro tempore.
5. The Treasurer shall be responsible for the custody of all funds and securities of the Society, shall oversee the maintenance of all of the Society’s bank accounts, and shall have and exercise, under the supervision of the Board, all powers and duties commonly incident to the office, including regular reports to the Board on the current financial status of the Society. The Treasurer shall cause accurate books of account to be kept and shall make the financial records of the Society available to auditors hired by the Board. He/she shall cause all debts or obligations of the Society to be paid but shall be under no obligation so to do unless the Board has previously appropriated and made funds available therefore. The Treasurer shall be an ex officio member of the Finance Committee.

ARTICLE VII
STAFF

Section 1 - Permanent Staff

The permanent staff shall consist of an Executive Director and an Office Manager. Additional staff positions may be established at any time by a majority vote of the Board of Trustees

Section 2 - Executive Director

The Executive Director shall be hired by and be responsible to the Board and shall have such authority and duties as may be prescribed, from time to time, by the Board. The Executive Director shall be responsible for the initiation and fulfillment of programs and projects in conformity with the policies of the Society as fixed by the Board. The Executive Director’s recommendations as to policies shall be considered by the Board. Subject to the foregoing, the Executive Director shall be responsible for the administration of the Society and the Code of Ethics that the Board may adopt and, with approval of the Board, shall hire employees, fix their terms of compensation, and control expenses in relation to approved budgets. The Executive Director is not an officer but shall be an ex officio, nonvoting member of the Board and all committees. The Executive Director shall be responsible to the Board and shall report to the President or designee.

Section 3 - Office Manager

The Office Manager shall be hired by the Board on the recommendation of the Executive Director and be responsible to the Board and shall have such authority and duties as may be prescribed, from time to time, by the Board. The Office Manager shall be responsible for the daily operation of the Society office. The Office Manager shall assist all committees. The Office Manager shall be responsible to the Board and shall report to the Executive Director or designee.

ARTICLE VIII
COMMITTEES

Section 1 – Standing Committees

Standing Committees shall be established by the Board and shall be chaired only by members of the Board of Trustees but can include non-trustees as members as long as they are current dues-paying members of the Society An individual Trustee shall not chair more than two Standing Committees. The chairs of each Standing Committee shall appoint members of the Committee on an annual basis. The chair of a Standing Committee may establish Subcommittees of the Standing Committee from time to time, such Subcommittees to expire upon completion of the project or at the discretion of the Board. The Chairs of such Subcommittees do not have to be Board Trustees but must be members of the Society.

There will be two Standing Committees:

1. An Executive Committee: shall consist of President, First Vice President, Second Vice President, Treasurer, Secretary, and previous Presidents who remain members of the Society. The Executive Committee will be principally responsible for confidential matters such as those regarding staff and for all matters requiring action between board meetings.  The President shall report on any actions taken by the Executive Committee at the next meeting of the full Board.
2. Nominating/Governance Committee: shall consist of at least three Board Trustees who make recommendations for membership on the Board; provide on-boarding support to new Board Trustees; will ensure that all Board Trustees understand their responsibilities to the Society.

Additional standing committees can be established by the Board and a complete list of Standing Committees and the composition of their membership shall be maintained by the Executive Director and will be published on the Society’s website.

ARTICLE IX
RESTRICTIONS

No part of the capital or income of the Society shall inure to the benefit of, or be distributed to its Officers, Trustees, members, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in its Certificate of Incorporation. The Society shall not participate in or intervene in any political campaign on behalf of any candidate for public office, including the publication or distribution of statements.

ARTICLE X
INDEMNIFICATION

The Society shall, to the fullest extent now or hereinafter permitted by law (including the Connecticut General Statutes and the provision of the Internal Revenue Service Code then in effect) indemnify and reimburse each Officer, Trustee, member, employee, or agent of the Society, or an eligible outside party (as defined in said Connecticut General Statutes) and their respective heirs, executors, or administrators against judgments, fines, penalties, and amounts paid in settlement and reasonable expenses actually incurred in the performance of their roles as MHS trustees.

ARTICLE XI
DISPOSITION OF PROPERTY

In the event of the dissolution or termination of the Society, all of its real property and all other assets, including all items in its collections, its investments, receivables, cash, and any unexpended income remaining after all debts shall be satisfied shall be conveyed in such amounts as the Board of Trustees shall determine or as may be determined by a court of competent jurisdiction, to an entity devoted exclusively to a civic, charitable, or educational purpose, as then defined by or pursuant to the U. S. Internal Revenue Service Code. In making its determination regarding the distribution of assets, the Board or court shall give preference to organizations located in the Town of Madison, Connecticut, New Haven County and to Connecticut organizations with a mission similar to that of the Society.

ARTICLE XII
FISCAL YEAR

The fiscal year of the corporation shall begin January 1 and end on the following December 31 unless otherwise determined by the Board of Trustees of the corporation.

ARTICLE XIII
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 these bylaws and any special rules of order the Society may adopt.

ARTICLE XIV
AMENDING THE BYLAWS

These Bylaws may be amended by recommendation of the Board at a regular or special meeting of the membership, provided notice has been given in the call for the meeting at least two weeks in advance thereof. A vote will be carried by a majority of those members present at such meeting. Changes become effective immediately upon approval.