THE BRIGHTON-ALLSTON HISTORICAL SOCIETY, INC.

BYLAWS

Adopted: June 2, 2012

ARTICLE I

General Provisions

Section 1. Name.  The name of the corporation shall be “The Brighton-Allston Historical Society, Inc.” (hereinafter referred to as “the Society”).

Section 2. Location.  The principal office of the Society shall be located at the place set forth in the Articles of Organization of the Society.  The Directors may establish other offices and places of business in Massachusetts or elsewhere.

Section 3. Fiscal Year.  Except as from time to time otherwise determined by the Directors, the fiscal year of the Society shall end on the last day of June of each year.

Section 4. Membership.  No person now or hereafter designated by the Society as a “member” for any purpose shall be or be deemed to be a member for purposes of the Articles of Organization or Bylaws of the Society or for purposes of Massachusetts General Laws Chapter 180, as amended, or any other law, rule or regulation.  Any action or vote required or permitted by Chapter 180 or any other law, rule or regulation to be taken by members shall be taken by the Directors of the Society.


ARTICLE II

Mission Statement


Section 1.  Mission.  The purpose of the Society shall be to promote an understanding of and interest in the history of Brighton-Allston.  The Society shall pursue this goal through research in local history; through the acquisition, collection, preservation, organization, and exhibition of historical materials; through the preparation of programs and publications on Brighton-Allston; through efforts to preserve and protect the physical, historical and architectural resources of the community as embodied in its historical buildings, neighborhoods, monuments, and landscape; and through the exhibits, collections and galleries of the Society’s Heritage Museum.

ARTICLE III

Board of Directors


Section 1.  Powers.  The business and property of the Society shall be managed by a Board of Directors who may exercise all the powers of the Society.

Section 2.  Number and Term of Office.  There shall be a Board of Directors consisting of no less than fifteen and no more than twenty-five members, as the Directors shall determine from time to time. The Society shall attempt to maintain an odd-numbered Board at all times. Each Director shall serve for a two-year term.
    For the purposes of staggering the board, The Board of Directors shall be and is divided into three classes, designated: Class I, Class II and Class III.  In case of any increase or decrease, from time to time, in the number of Directors, the number of Directors in Classes II and III shall be apportioned as nearly equal as possible.  No decrease in the number of Directors shall shorten the term of any incumbent Director.  To ensure that the Officers’ terms as Directors correspond with their terms as Officers, all Officers of the Society shall be in Class I.
    Each Director shall serve for a term ending on the date of the second Annual Meeting following the Annual Meeting at which such Director’s term officially commenced; provided, that each Director initially appointed to Class I shall serve for an initial term expiring at the Society’s second Annual meeting; each Director initially appointed to Class II shall serve for an initial term expiring at the Society’s first Annual Meeting, and each Director initially appointed to Class III shall serve for an initial term expiring at the Society’s third Annual Meeting.  The term of each Director shall continue until the election and qualification of a successor. There shall be no limit on the number of terms a Director can be elected to serve.

Section 3.  Elections.  A majority of the Directors then in office shall elect the Board of Directors at a Board meeting to be held in the month prior to the Annual Meeting.  The Officers of the Society shall automatically be members of the Board of Directors for the length of their term as an Officer.


Section 4.  Duties.  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 5.  Quorum of Directors and Action of the Board.  Unless a greater proportion is required by law or by the Articles of Organization, a majority of the Directors then in office shall constitute a quorum.  Except as otherwise provided by law or by the Articles of Organization or these Bylaws, the vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board.

Section 6. Meetings.

(a)    Annual Meetings. The annual meeting of the Directors of the Corporation shall be held each May at a time and place as the Directors may determine, for the transaction of such business as may properly come before the Board.

(b)    Board Meetings.  The Board of Directors shall meet no fewer than four times a year at a time and place to be fixed at their convenience. 

Section 7.  Conducting Business via E-mail.  Upon the discretion and approval of the President, notices, including any notices required by these Bylaws and other business conducted by the Directors, may at the discretion of the President be given or be conducted via e-mail.  Votes may be conducted via e-mail, provided that a majority of the Board in office first provide consent, written or e-mailed, to proceed with voting on specific matter(s) by e-mail.  The Secretary shall maintain any records of business conducted via e-mail and shall, either in hard or electronic copy, save any notes or other actions taken via e-mail.  The President and Board shall report on any votes or other actions taken via e-mail at the next regular or special meeting and this report shall be recorded in the minutes of the meeting at that time, noting the votes or actions taken and the date thereof.

Section 8.  Honorary Board Members.  The Board of Directors shall have the right to confer honorary Board positions at its discretion, provided that no such honorary Board members shall be or be deemed to be a Board member for purposes of the Articles of Organization or Bylaws of the Society or for purposes of Massachusetts General Laws Chapter 180, as amended, or any other law, rule or regulation.  Any action or vote required or permitted by Chapter 180 or any other law, rule or regulation shall not extend to such honorary members.


ARTICLE IV

Officers


Section 1.  Officers.  The regular officers of the Society shall be a President, Vice-President, Vice-President for Special Projects, Secretary, Treasurer, Assistant Treasurer, and Coordinator of Museum Guides. 

Section 2.  Election and Term.  The officers shall be elected at a Board meeting held in the month prior to the Annual Meeting of the Society for a term of two years, and shall be indefinitely eligible for reelection.  

Section 3.  Powers and Duties of Officers.  Subject to the control of the Board of Directors, all Officers as between themselves and the Society shall have such authority and perform such duties in the management of the Society as may be provided by the Board and, to the extent not so provided, as generally pertain to their respective offices.  An Executive Committee, consisting of the President, Vice President, Vice-President for Special Projects, Secretary, Treasurer and Assistant Treasurer, and Coordinator of Museum Guides, shall carry into effect the policy decisions of the Board of Directors. 

    (a) President.  The President shall be the chief executive officer of the Society.  He/she shall set the agenda and chair Board meetings and the Annual Meeting, initiate policy recommendations for the consideration of the Board of Directors and serve as liaison to community groups.  He/she shall provide communication links with closely affiliated community resources; shall appoint ad hoc committees as needed and serve as a member of the Society’s subcommittees; shall assist the treasurer in allocating funds and financial transfers; and shall call for additional meetings as need arises.  He/she shall appoint committees with the approval of the Board.

    (b) 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.  This includes chairing board meetings and speaking at public meetings (representing the President and /or the Society).

    (c) Vice-President for Special Projects.  The Vice-President for Special Projects shall provide assistance and support to the President and Vice President as requested or assigned by the President. 

    (d) Secretary.  The Secretary, at the request of the President, shall send out notices of all meetings, shall take minutes of all Board meetings and distribute such minutes to all Board members in a timely manner, 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.

    (e) Treasurer and Assistant Treasurer.  The Treasurer and Assistant Treasurer share duties of the office including to 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.  They 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; make monthly financial reports at the board meetings; and at the Annual Meeting shall make a written report of all of the Society’s official financial activities for the preceding year, including an annual budget and a report of the financial holdings and any outstanding or anticipated financial liabilities.

    (f) Coordinator of Museum Guides.  The Coordinator of Museum Guides shall serve to recruit, retain, and recognize those individuals who volunteer to be Guides at the Brighton-Allston Heritage Museum.  The Coordinator will also assist in the training of Museum Guides.

 
Section 4. The Executive Committee.  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.


ARTICLE V

Resignation and Removal of Officers and Directors

Section 1.  Resignation. Any Officer or Board member may resign by delivering a written resignation to the Society at its principal address or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.

Section 2.  Removal.  By a majority vote of the Board members then in office, the Board may remove a Board member or Officer for substantial failure to effectuate the responsibilities outlined in these Bylaws; for substantial neglect of his or her fiduciary duties; or for a continuing conflict of interest. Any Director or Officer so removed shall be provided notice of the Board’s decision, stating the effective date of removal and accompanied by a written explanation stating cause for removal.

Section 3.  Vacancies

    (a) Vacancies in Officer Positions.  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. 

    (b) Vacancies in Board Positions.  Any vacancy in the Board of Directors may be filled by a majority vote of the Board of Directors then in office and any Director so named shall serve until the next election meeting at which time the Board shall elect a Director to serve any unexpired portion of such term.



ARTICLE VI

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 the Bylaws. 


ARTICLE VII

Nominating Committee

Section 1.  Powers.  The President each year shall, with the approval of the Board of Directors, appoint a Nominating Committee comprised of a number of Board members the President deems optimal, to make recommendations of individuals for Officer and Board positions to be presented at a Board meeting prior to the Annual Meeting.

Section 2.  Term.  The Nominating Committee shall serve a term of one year.
ARTICLE VIII

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.                   

Section 2.  Dues.  The annual dues of the Society shall be established by the Board of Directors.

Section 3. Honorary General Membership.  The Board of Directors shall have the right to confer honorary memberships at its discretion.
ARTICLE IX

The Brighton-Allston Heritage Museum


Section 1.  Purpose.  In furtherance of the purpose of the Society as stated in the Articles of Organization, a Brighton-Allston Heritage Museum has been established.  The purpose of the Heritage Museum shall be to maintain a physical site(s), open to the public throughout the year, staffed by trained museum guides and other staff as deemed necessary by the Museum Planning Committee.  It shall be appropriate to acquire, collect, preserve, conserve, and exhibit artifacts, documents, objects and materials as they relate to the history and cultural heritage of Brighton and Allston from its beginning to the present as it relates to the history of the state, the nation, and the world.  The museum shall undertake this work through temporary and permanent exhibitions, programs and activities throughout the year suitable to attract, educate, entertain, and inspire visitors and audiences of all ages.  The museum shall also maintain appropriate web-based sites to complement the physical site(s).  The museum shall insure the advancement of this purpose through revenue collection and expenditure of funds deemed appropriate by the Society’s Board of Directors.

Section 2. Operations.  The museum shall have a Museum Planning Committee, and shall be subject to the financial control of the Board of the Society.


ARTICLE X

Indemnification Clause

Section 1.  Indemnification.  The Society shall, to the extent legally permissible, indemnify each Officer or Director of the Society and may indemnify employees of the Society against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Society; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Directors who are not at that time parties to the proceeding.

    The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder.  The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

Section 2.  Amendment.  This Article constitutes a contract between the Society and the indemnified Officers, Directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

ARTICLE XI

Amendments


Section 1. Amendment.  These By-Laws may be amended at any meeting of the Society by a two-thirds vote of the Board members then in office, provided notice of the proposed amendment shall have been given in the notice for such meeting.  Notwithstanding Section Five of Article Three, all Board members shall be present at a board meeting which concerns the amendment of these Bylaws.

ARTICLE XII

Dissolution


Section 1.  Vote for Dissolution.  The Society may be dissolved by a vote of two-thirds of all Board members then in office, provided a notice of such action is given at the previous 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. Notwithstanding Section Five of Article Three, all Board members shall be present at a board meeting which concerns the dissolution of the Society. Upon the Board’s decision to dissolve the corporation, notice of the Society’s dissolution shall be sent to the membership. 

Section 2.  Distribution of Assets.  In the event of the dissolution or termination of the Society (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 Society. Such assets of the Society shall be disposed of exclusively for purposes of the Society 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)(3) of the Internal Revenue Code and Ch. 180 of the General Laws of Massachusetts.




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