Articles of Association &
Current Bylaws
February 2021
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Montgomery Historical
Society Articles of Association & Current Bylaws February 2021 |
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PRATT HALL
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ARTICLE I
NAME AND LOCATION
The name of the corporation shall be the MONTGOMERY HISTORICAL SOCIETY. The location of the principal office shall be in the Town of Montgomery, County of Franklin, State of Vermont.
ARTICLE II
MISSION and PURPOSE
Section 1: The Mission of the Montgomery Historical Society is to enhance the Town of Montgomery and the knowledge of its history by preserving the past, exploring the present, and preparing for the future.
Section 2: The Purpose of the Montgomery Historical Society shall be to:
Preserve Pratt Hall, structures, artifacts and memorabilia of historical interest to residents of the Town of Montgomery and friends of the area;
Provide a venue for local exhibits and for artists and artisans to share their talents;
Sponsor programs that foster knowledge of the history and heritage of the Town and State, preserve town history, and foster cultural events and a sense of community;
Annually award scholarships to a graduating high school senior (12th grade) from Montgomery going on to post-high school education as funds allow.
Section 3. All programs will be available to the general public.
ARTICLE III
MEMBERSHIP AND DUES
Section 1. Any person or organization who tenders a monetary donation shall thereby become a member of the Society. The Board of Directors may grant membership to others as it deems fit.
Section 2. The membership year runs from January 1 to December 31 of each year. Annual dues shall be payable in advance and members in arrears shall be dropped from membership at the discretion of the Board.
ARTICLE IV
SCHEDULE AND QUORUM FOR MEETINGS
Section 1. The Annual Meeting of the Society shall be held on such day, at such hour, and at such place each year as the Directors shall determine. At each annual meeting, the membership shall elect the Directors of the Society. Alternatively, a written report may be made available with approval of the Board.
Section 2. Special meetings may be called by the Chairperson of the Board of Directors.
Section 3. Notice shall be given for all meetings of the Society.
Section 4. Ten (10) members of the Society shall constitute a quorum at the Annual Meeting of the Society.
Section 5. Five (5) directors of the Society shall constitute a quorum at any meeting of the Board of Directors.
Section 6. Meetings may be held in person or virtually via the internet or other electronic means.
ARTICLE V
DIRECTORS
Section 1. The Board of Directors shall consist of no less than five (5) and no more than fourteen (14) persons elected by the membership at the Annual Meeting.
Section 2. The Board of Directors shall meet as needed to conduct the affairs of the Society.
Section 3. The term for a Director shall be one year.
Section 4. The Board of Directors, through its Chairperson, shall render an Annual Report at each Annual Meeting.
Section 5. The Board may appoint Directors and Officers to fill vacancies as needed.
ARTICLE VI
OFFICERS
Section 1. There shall be a Chairperson (President), Vice Chairperson (Vice President), a Treasurer, and a Secretary. These officers shall be elected each year at the Annual Meeting of the Society.
Section 2. The Chairperson shall have the executive supervision over the activities of the Society within the scope provided by these By-Laws.
Section 3. The Vice-Chairperson shall assume the duties of the Chairperson in the event of absence, incapacity or resignation.
Section 4. The Treasurer shall be responsible for the safekeeping of Society funds and for maintaining adequate financial records. The Treasurer shall deposit all monies with a reliable banking company in the name of the Montgomery Historical Society and shall receive dues and render an annual report at each Annual Meeting of the Society. The Treasurer may also invest Society funds in financial securities or instruments not offered by a bank with the approval of a majority of the Board.
Section 5. The Secretary shall maintain the official records and documents of the Society. The Secretary shall keep the minutes of all meetings of the Society and of the Board of Directors.
Section 6. The Chairperson shall have the power to appoint committees and committee chairpersons from time to time with no term limits to carry out the work of the Society.
ARTICLE VII
AMENDMENTS TO THE BY-LAWS
Section 1. These By-laws may be amended at any meeting of the Board by a majority vote of the Directors present provided notice was duly given. They may also be amended at a Special Meeting called for that purpose with such previous notice and a majority vote of those members present or at the Annual Meeting with a quorum.
Section 2. All proposed amendments shall be submitted in writing to the Secretary.
ARTICLE VIII
NON-PROFIT STATUS
The Montgomery Historical Society is a non-profit, culturally-oriented, corporation, established, and to be continued, for the public and educational benefit of the people of Montgomery, County of Franklin, State of Vermont, and those interested in the community. Any surplus from its operation, accruing in any given year, fiscally, shall be carried over wholly, into the budget of the following year, and devoted solely to the uses of the Montgomery Historical Society.
ARTICLE IX
LIMITS TO ACTIVITY
Notwithstanding any other provision of these Articles, the Society shall not carry on any activities, nor use its property in a manner not permitted to be carried on:
(a) By a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or
(b) By a corporation, contributions to which are deductible under section170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
(c) By an organization that meets the requirements for property tax exempt status in Vermont Statutes Annotated 32 VSA Chapter 125, Sub Chapter 001, Section/Paragraph 3802 (or the corresponding provisions of any future State statutes).
ARTICLE X
RESTRICTIONS AGAINST POLITICAL ACTIVITY
No part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or opposing any candidate for public office.
ARTICLE XI
DISTRIBUTION OF EARNINGS
No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered, for expenses incurred on behalf of the Society, and to make payments and distributions in furtherance of the purposes set forth above.
ARTICLE XII
DISSOLUTION OF THE CORPORATION
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
The end of said By-Laws
Adopted:
October 18, 1973
Revised:
April12, 1974;
June 10, 1978;
September 17, 1978;
June 11, 1988;
July 21, 1990;
June 29, 2001;
December 3, 2004
February 8, 2007
May 21, 2014
Reviewed 2020 with no changes made
February 2021