Bylaws of the Madison Historical Society, Inc.

As revised and adopted May 7, 2018

Article I
Name

The name of this corporation is The Madison Historical Society, Inc., hereinafter referred to as the Society.

Article II
Purpose

The purpose of the Society shall be to collect and preserve artifacts and information that may be connected with or may illustrate the history of the Town of Madison and areas 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, Frederick 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 the encouragement of visitation to our properties.

Article III
Membership

Members shall be any and 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 President, or the Vice President, 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, except as hereinafter expressly provided, 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 four (4) officers of the Society: the President, the Vice President, the Secretary, and the Treasurer, and 18 persons elected to serve as non-officer Trustees, who shall serve as Standing Committee Chairpersons or Committee Members: They shall be elected on a rotating basis, depending on initial year elected, at the Annual Business Meeting, to 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 re-election 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.
2. "Special Board Members:" Designated representatives of other organizations (such as the Garden Club of Madison) 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.
3. Vacancies on the Board occurring between annual meetings may be filled by appointment by the remaining Trustees to fill the unexpired term until the next Annual Meeting. Trustees so appointed shall be eligible to be elected by the membership to serve three (3) consecutive two-year terms.
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, or failure to maintain membership in the Society. 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 ten times annually on a regular day and time to be determined by the Board. Special meetings of the Board may be called and held at any time as determined by the Board or at the discretion of the President or upon the written request of not fewer than three members of the Board. 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 non-voting 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 President 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 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 and until the successor is duly elected by the membership.
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. President. 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. Vice President. The 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 Vice President shall monitor the Strategic Plan on a continuing basis and make status reports to the Board. The Vice President shall perform such other duties as the Board may designate.
3. Secretary. The Secretary shall 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. The Secretary shall be the Agent-for-Service and shall be responsible for maintaining the corporate status of the Society. In the absence of the Secretary, the President shall appoint a secretary pro tempore.
4. Treasurer. 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. The Treasurer shall oversee the investment of the funds of the Society based upon the board-approved investment policy statement. 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 - Executive Director

The Executive Director, who shall not be deemed an officer, 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 shall be an ex officio, non-voting member of the Board and all committees. The Executive Director shall be responsible to the Board and shall report to the President or designee.

See Appendix for full description of the duties of the Executive Director.

Section 2 - Office Manager

The Office Manager, who shall not be deemed an officer, 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 Office Manager shall be responsible for the daily operation of the Society office. The Office Manager's recommendations as to policies shall be considered by the Board. The Office Manager shall be an ex officio, non-voting member of the Board and shall assist all committees. The Office Manager shall be responsible to the Board and shall report to the Executive Director or designee.

See Appendix for full description of the duties of the Office Manager.

Article VIII
Committees

Section 1 – Standing Committees

Standing Committees shall be chaired only by members of the Board of Trustees. 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 Chairman of the Standing Committee may establish Sub-Committees of the Standing Committee from time to time, such Sub-Committees to expire upon completion of the project or at the discretion of the Board. The Chairs of such Sub-Committees do not have to be members of the Board but must be members of the Society.

Development Committee

The Development Committee shall be responsible for overseeing and coordinating the solicitation of long term and short term funds for endowment, capital, and operating purposes and shall recommend policies to the board relating thereto. The Development Committee shall be responsible for the Annual Appeal and shall write grants for special funding.

Finance Committee

The Finance Committee shall be responsible for managing all aspects of the Society’s finances. The Treasurer shall be an ex-officio member of the Finance Committee. Its principal duties are as follows:

1. To prepare with the Executive Director or President the Society’s annual operating budget and to approve this budget before it is submitted to the Board for final approval.
2. To review actual operating results against the budget and to report regularly to the Board concerning the financial condition of the Society.
3. To monitor the Society’s major investments and to make recommendations to the Board for other investments.
4. To prepare and regularly review a statement of investment objectives, subject to approval by the Board, and to be responsible for the financial risk management policy of the Society.
5. To ensure that appropriate and adequate property and liability insurance coverage for the Society is in place.
6. To prepare long-range, multi-year projections of income and expense.
7. To investigate the feasibility of long-term and short-term development options.

Marketing and Publicity Committee

The Marketing and Publicity committee shall oversee the creation, execution and distribution of all advertising, publicity, and promotional materials such as publication of the Society’s newsletter on a regularly established schedule. The Marketing and Publicity Committee, working in concert with the Executive Director, will also coordinate all press releases, space ads, brochures, fliers, postcards, e-mailings, et cetera that promote the society and its efforts and events. The committee shall be responsible for developing a media list, maintaining contact with the appropriate local media, and creating and maintaining post and electronic distribution mailing lists. The Marketing and Publicity Committee shall also review the status of Society’s publications already in print and make recommendations to the Board for issuing reprints. The Publications Committee shall initiate, with the approval of the Board, the publication of appropriate printed materials, such as books and pamphlets, on various facets of town history, and shall be responsible for the periodic review and publication of the Society’s publicity and marketing materials.

Adult Education Committee

The Adult Education Committee shall be responsible for organizing and producing educational events, such as the annual Frederick Lee Lectures, the Conversations with the Curator, the History Book Group, and other programs for adult audiences. It is also responsible for speaker/entertainment at the Annual Meeting. The Committee develops sub-committees as necessary. The committee shall also coordinate occasional book talks with R. J. Julia Booksellers and keep the Newsletter and Website chairs informed of events and dates. The committee shall work with the staff to plan, promote, and seek funding for the events for which it is responsible and will report expenses and revenues to the Board

Youth Education Committee

The Youth Education Committee shall be responsible for organizing the annual school tours for Madison schoolchildren and potential others. It is responsible for developing and initiating, with Board approval, in-school programs, afterschool programs, and summer programs for all grade levels. It shall coordinate its efforts with Madison Public Schools social studies faculty and other curriculum developers.

Website Committee

The Website Committee shall be responsible for developing, maintaining, and updating the multimedia MHS website. In the creation of website content, the Committee will abide by all copyright and fair-use laws of the United States and will fairly credit and obtain any necessary permissions from all sources to the best of its ability. The website Committee will carefully and wisely use the Society’s collection to produce features and exhibits and to connect a global audience to the MHS Flickr site and to Facebook, Twitter, Instagram, and other social media platforms. The Website Committee will work with an outside web developer and server host at an hourly and quarterly rate for technical maintenance and hosting of the site. The committee will seek funding for any major redesign of the site.

Collections Committee

The Collections Committee shall advise the Board on matters of collection policy and collection care of all the Collections maintained by the Society. It will periodically review the Collections Policy. It shall make recommendations, for Board approval, on the accessioning, exchange, purchase, and de-accessioning of significant collection objects as per the Collections Policy and shall implement the Board’s decisions. It shall create a collections plan to guide the content, to fill gaps, and to expand the collections so they reinforce the interpretive and research functions.

Exhibits Committee

The Exhibits Committee shall be responsible for planning, developing, and mounting exhibits at Lee’s Academy and at the Allis-Bushnell House and shall assist in the creation of exhibits on the website.

Events Committee

The Events Committee, working in close collaboration with the Executive Director and the Office Manager, is responsible for organizing and managing such major annual events as the Antiques Fair and the Tour of Remarkable Homes. The Antiques Fair Sub-Committee is responsible for organizing and managing the Antiques Fair. The Tour of Remarkable Homes Sub-Committee is responsible for organizing and managing the Homes Tour. Each sub-committee shall work with the Executive Director and the Society Office Manager to effectively plan, promote, and seek funding for the events for which it is responsible and will report expenses and revenues to the Board.

Preservation Committee

The Preservation Committee is responsible for reviewing Demolition Ordinance Requests and making recommendations to the Board concerning imposing 90-day delays or corresponding with the owners of the property. The committee is responsible for keeping the Board informed on preservation issues, and shall promote historic preservation in the community through educational events and articles. This committee also offers guidance to the MHS Historic Building Plaque Program, which operates under the supervision of the staff. Under the direction of the Board, this committee is also responsible for publicizing the Society’s position on matters of architectural preservation and other aspects of historic preservation to local officials and to the public.

Properties Committee

The Properties Committee shall be responsible for all architectural, design, engineering, and security issues relating to the repair and maintenance of the Society buildings, grounds, and facilities, including the solicitation of contractors to perform necessary annual maintenance of equipment and the furnishing of supplies, and shall recommend policies and contractors to the Board. It shall develop and implement annual maintenance plans and budgets for all properties to ensure that appropriate funding can be sought in a timely manner. It shall establish and maintain an inventory of all the physical assets of the Society that are not considered part of the Collections of the Society. It shall serve as a liaison to the Garden Club of Madison, coordinating and monitoring their assistance in the care of the Allis-Bushnell House Herb Garden and the care of the front garden beds and, in concert with the Events Committee and/or the Executive Director, may also work with the Garden Club of Madison to coordinate floral arrangements for special occasions.

Membership Committee

The Membership Committee shall be responsible for membership renewals, solicitation of new members, develop membership solicitation materials, recommend membership categories and dues to the Board, and regularly assess the results of membership solicitation efforts. The committee is responsible for planning and staffing a membership table at the Antiques Fair and at other events.

Nominating Committee

The Nominating Committee shall consist of not fewer than three (3) persons but shall always consist of an uneven number of persons. A majority of the members of the Nominating Committee shall be members of the Board; the remaining members shall be non-Board members of the Society. The Committee shall recommend nominees for Board vacancies and officers of the Society no later than two months prior to the Annual Business Meeting. Members of the Nominating committee shall be appointed by the Board at its first meeting following the annual meeting of the members. The term of office for the Nominating Committee shall be one (1) year; the Board, however, may at its discretion reappoint members of the Nominating Committee for one additional year. The nominating committee shall serve throughout the year.

Section 2 – Special and Ad Hoc Committees

1.  Special and ad hoc committees may be appointed by the Board for specific purposes and the Board may discontinue the same at its pleasure.
2. The Board shall appoint an ad hoc Bylaws Committee to review the Bylaws at least once every two years or when the need arises in the interim.

Article IX
Restrictions

No part of the capital or income of the Society shall inure to the benefit of, or be distributed to its Members, Trustees, Officers, 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 Member, Trustee, Officer, 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, 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.

Appendix
Staff Job Descriptions

Executive Director
The Executive Director is responsible for the general day-to-day management and operation of the Madison Historical Society to meet its mission, goals and objectives as established by the Board of Trustees.   (20 hours weekly x 52 weeks)

Reporting Details
The Executive Director reports to the President of the Board of Trustees, works closely with the board committees, manages one part-time (12-hour) office manager and a small number of volunteers. This is a part-time, self-administered position of 20 hours per week that requires flexible scheduling to allow for occasional special events and meetings on nights and weekends. Attendance at monthly Board of Trustees meetings. On average, three days a week in the office is expected.

Major Functions and Accountabilities:

Collections – Responsible for curatorial and collection management activities, working closely with Board of Directors Curator. Researches, plans and implements temporary exhibits, acquisitions, de-accessions, object care, record-keeping, storage and conservation.

Properties – Responsible for the maintenance of the Allis-Bushnell House, Lee’s Academy, and the Small Pox Burying Ground. Works closely with Board of Directors Property Manager to identify and implement maintenance and capital projects.

Finances – In consultation with Board Treasurer and Board committees, develops, and prudently manages the annual MHS budget according to current laws and regulations.

Community and Public Relations – Serves as the face and voice of MHS and consistently represents the organization, its mission, programs, and services through a strong, positive image to the community and relevant stakeholders. Serves as the editor of the quarterly newsletter Historic Happenings, administers the MHS Facebook page on a regular basis, prepares all press releases for public programs/exhibits and assures timely and accurate information regarding such is available to website administrator. Actively pursues opportunities to raise the community’s awareness of and to promote MHS, such as becoming a member of Rotary, Chamber of Commerce, etc.

Development – Establishes a fundraising plan based on Board of Directors priorities and oversees its planning and implementation including researching funding sources. Assists Grant committee with grant preparation. Oversees membership drives, renewals, and membership programs with assistance from Membership committee; identifies major gift prospects, cultivating and consistently stewarding these individuals or corporations to keep them engaged in MHS. Works closely with Events Chair to organize and implement fundraising events including, but not limited to the Tour of Remarkable Homes and the Annual Antiques Fair.

Public Programs – In conjunction with the Education committee, plans and implements School and Adult Education programs including, but not limited to, the annual student visits and the Frederick Lee Lectures.

Preservation – Maintains productive and positive relations with the state and local Historic Landmarks Commission, Historic District Commission,and individuals involved in local historic districts. Advocates for and identifies historic preservation issues affecting Madison and the MHS. Supervises volunteer coordinator of the MHS Plaque Program.

Office Management – Directly supervises Office Manager’s performance of his/her job: maintains Board communications, office records and policies; uses and oversees use of MHS collection management database (PastPerfect) by staff and volunteers; arranges regular software updates, equipment purchase/repair, supplies; manages schedule and use of properties and archival library material by visitors; orders and prepares mailings; and assists with special events, et cetera.

Technology - Works with website chair, marketing and publicity chair, and other staff on Information Technology issues. Together, they shall determine computer needs and bring recommendations to the Board concerning purchases of equipment and software.

____________________________________________________________________________________________________

Office Manager
The Office Manager, working in collaboration with the Executive Director is responsible for the general day-to-day management and operation of the Madison Historical Society to meet its mission, goals, and objectives as established by the Board of Trustees.  (12 hours weekly x 50 weeks)

Reporting Details
The Office Manager reports to the Executive Director, works closely with the board committees. This is a part-time, self-administered position of 12 hours per week that requires flexible scheduling to allow for occasional special events and meetings on nights and weekends. Attendance at monthly Board meetings is required. On average, three days a week in the office is expected

Major Functions and Accountabilities:

Collections – Retrieve collections information from PastPerfect when requested board, staff, members and public

Properties - Assist with tours, open houses, and rentals of the Allis-Bushnell House. Provide docent if needed. Oversee the cleaning service for a semi-annual cleaning of the AB House and Lee Academy, following the Curator’s instructions. Receive and report maintenance and repair concerns to the MHS Properties Chairman. Available to open the properties for workman and cleaning services.

Finances – Manage accounts payables and receivables; deposit funds into appropriate bank accounts; record membership dues and annual appeal donations in database. Supply R.J. Julia Booksellers with any books and provide invoices. Assist President in creation of annual budget. Maintain insurance policies. Process weekly payroll and quarterly IRS tax filings

Community and Public Relations – Create and mail thank-you letters to all donors

Development – Assist with membership and annual appeal mailings and other fundraisers

Public Programs – Help schedule and administer MHS programs and events. Aid committee chairs with events and programs; assist in the set-up/clean up of lectures, programs and special events

Preservation – Assist with MHS Plaque Program, limited to the creation of plaque binders

Office Management –Inform Board Trustees of monthly board meetings; create and send minutes and any other information related to those meetings; maintain donor and member information in database; maintain master mailing list for print and e-communications; answer phones, respond to emails, and greet and assist visitors; purchase office and cleaning supplies for Lee's Academy;

Technology - Maintain paper and ink needs for printers. Communicate with IT volunteer and Executive Director about technology issues. Maintain Cloud backup of all computer files.