By-Laws of the BAHS&HM

By-Laws of the Brighton-Allston Historical Society & Heritage Museum

Article I - Name

The name of the organization shall be the Brighton-Allston Historical Society & Heritage Museum (referred to below as the BAHS&HM)

Article II – Mission Statement

The purpose of the BAHS&HM shall be to promote an understanding of and interest in the history of Allston-Brighton. The BAHS&HM shall pursue this goal through: 1) research in local history, 2) the acquisition, collection, preservation, organization, and exhibition of historical material including artifacts, 3) the development of historical interpretive exhibits 4) the preparation of programs and publication on Allston-Brighton’s past,and 5) efforts to preserve and protect the physical, historical and architectural resources of the community as embodied in its historical buildings, neighborhoods, monuments, and landscape.

Article III – The Brighton-Allston Heritage Museum

In furtherance of the above goals a Brighton-Allston Heritage Museum has been established. The museum will function as a semi-autonomous entity under an Executive Director, appointed by the Board of the Historical Society, and a Museum Planning Committee of Historical Society volunteers, and will be subject to the financial control of the Board of the Brighton-Allston Historical Society.

Article IV - Membership and Dues

Section 1 - Regular Membership
     Any person in agreement with the purpose of this organization shall
     become a member upon payment of annual dues to the treasurer. A
     family may become members on payment of a single dues.

Section 2 - Honorary General Membership
     The Board of Directors shall have the right to confer honorary
     memberships at its discretion.

Article V - Dues

The Annual dues and Life Membership Fee of the Society shall be
established by the Board of Directors

Article VI – Officers & Duties

Section 1 - Officers
     The regular officers of the Society shall be a President, a Vice
     President, a Secretary, a Treasurer, a Curator, and an Executive           Director of the Brighton-Allston Heritage Museum. The President, Vice President, Secretary and Treasurer shall be elected at the annual meeting of the Society for a term of one year, and shall be indefinitely eligible for reelection. The Curator and Executive Director shall be appointed by the Board or Directors and shall serve at the pleasure of the BAHS&HM Board of Directors.

Section 2 - Duties of the President
     The President shall be the chief executive officer of the Society.
     He/she shall initiate policy recommendations for the consideration of the Board of Directors. He/She shall appoint committees with the approval of the Board. He/she shall preside at all meetings of the Society and may call special meetings of the Society and of the Board.

Section 3 - Duties of the Vice-President
     The Vice-President shall assist the President and shall perform the
     duties of the President in his/her absence or upon his/her request.

Section 4 - Duties of the Secretary
     The Secretary, at the request of the President, shall send out notices
of all meetings, shall take and distribute to members of the board minutes of board meetings, shall coordinate mailings and arrange for the posting of such mailings, and shall keep all records of the Society, including records of all meetings of the Society and of the Board of Directors.

Section 5 - Duties of the Treasurer
     The Treasurer shall collect all moneys due to the Society, keep a list
     of all members, and pay all bills against the Society, when approved by
     the Board of Directors. He/she shall keep a full account of the receipts
     and expenditures in a book belonging to the Society, which shall always
     be open to inspection by the Directors; and at the Annual Meeting he
shall make a written report of all of the organization’s official financial activities for the preceding year.

Section 6- Duties of the Curator
The Curator shall have the care of the library, antiquities, and other objects in possession of the Society and shall keep records of such material and report changes and additions to the Board of Directors and to the Society.

Section 7 – Duties of the Museum Executive Director
The Executive Director of the Brighton-Allston Heritage Museum shall coordinate and direct the activities of the Museum and its various subcommittees, which he shall appoint subject to the approval of the Museum Planning Committee. The Museum Director shall prepare an annual budget and planning document, to be presented to the Board of the BAHS&HM in January . Once the annual budget has been approved, the museum will operate as an autonomous entity.

Section 8 - The Executive Committee
An Executive Committee, consisting of the President, Vice President,
Secretary, Treasurer, Curator and Museum Executive Director, shall carry into effect the policy decisions of the Board of Directors. The Executive Committee may act for the Board in emergency situations or in the face of unforeseen circumstances, providing such action is consistent with the policies and objectives established by the Board.

Section 9 - Section 4 – Removal of Officers
The Board of Directors may remove an officer by a two-thirds vote of those present and voting at a special Board meeting called for that purpose, providing at least three-fifths of the Board members are present.

Article VIII - Board of Directors

Section 1 – Composition of the Board
     There shall be a Board of Directors consisting of the six
     regular officers and eighteen additional members, nine of whom
     shall be elected each year for a term of two years, at the
     Annual Meeting of the Society.

Section 2 - Duties of the Board of Directors
     The Board of Directors shall have the ultimate management and
     control of the Society in all of its property and affairs. The
     Board shall set policy by determining the programs and projects the
     Society will undertake in a given year. The Board shall control
     the expenses and shall establish budgets under which and subject
     to which the Society shall function.

Section 3 - Failure to attend Meetings
Any director who fails to attend three consecutive Board meetings, without an explanation deemed valid by the board, may be removed from office and his position declared vacant by two-thirds vote of the board.

Article IX - Vacancies

If any office shall become vacant for any reason, the Board of Directors may elect a successor to hold such office for the balance of the unexpired term. Any vacancy in the Board of Directors may be filled by the Board of Directors and any director so named shall serve until the next Annual Meeting at which time the membership shall elect a director to serve any unexpired portion of such term.

Article X – Committees

The President shall appoint and charge such committees as the Board of Directors shall establish, or as are required to establish under the terms of these by-laws. Active membership on at least one committee shall be the primary criterion by which the BAHS&HM annual Nominating Committee shall judge the fitness of candidates for nomination to Society offices or Board positions.

Article XI - Meetings

Section 1 ~   General Membership Meetings
The BAHS&HM shall hold at least one public meeting each year in May. The May meeting shall be the Annual Meeting for the election of officers and directors and for receiving reports. Dates for other regular meetings shall be set by the President, and no fewer than seven days notice to the membership shall be given by the Secretary. The President must call a special meeting on petition of any ten regular members in good standing, time and place to be specified in the notice to the membership. Every call for a special meeting shall state the purpose for which the meeting is to be called and no business unrelated to that purpose shall be in order. Ten regular members shall constitute a quorum for a meeting.

Section 2 - Meetings of the Board of Directors
The Board of Directors shall meet no fewer than four times a year
at a time and place to be fixed at their convenience. Ten directors shall constitute a quorum. Upon the request of five
members of the Board of Directors, the President shall call special
meetings of the Board.

Article XII - Elections

The officers and directors (excepting the Curator and Museum Director, who serve at the pleasure of the Board) shall be elected by a majority of the members present and voting at the Annual Meeting.

Article XIII - Nominating Committee

The President each year shall, with the approval of the Board, appoint a Nominating Committee of five members of the BAHS&HM, to make recommendations of individuals to fill officers and board vacancies.

Article XIV - Fiscal Year

The Society's fiscal year shall run from May 1 to April 30th.

Article XV - Amendments

These by-laws may be amended at any meeting of the Society by a two-thirds vote of the regular members present, provided notice of the proposed amendment shall have been given in the notice for such meeting.

Article XVI - Dissolution

The BAHS&HM may be dissolved by a vote of 2/3rds of its members voting at a General Meeting of the organization (called in the regular way and so publicized) provided a notice of such action is given at the previous General meeting and that the intent to seek dissolution is also announced in the notice for the meeting at which the dissolution is to be voted upon.

In the event of the dissolution or termination of the corporation (whether voluntary, involuntary, or by operation of law), no part of the profits or assets shall be distributed to the members, officers or other privileged persons except that the Board shall make provision for payment of all the liabilities of the corporation.

Such assets of the corporation shall be disposed of exclusively for purposes of the corporation to such organization(s) as are operated exclusively for charitable, historical, or historic preservation purposes; and shall at the time qualify as an exempt organization under Section 501 (c) (c), Internal Revenue Code 54 and Ch. 180 of the General Laws of Massachusetts.