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Stafford Township Historical Society, Inc.,

By-laws

 

Article I: Incorporation and Mission Statement

Section 1: The Stafford Township Historical Society is a New Jersey non-profit corporation (incorporated February 23, 1965) dedicated to historic preservation and education in Stafford Township, Ocean County, New Jersey. One hundred percent of our time and energy used in this organization is dedicated to these purposes. The Stafford Township Historical Society owns a number of buildings and historic sites in Stafford Township, including the Manahawkin Railroad Station, the Old Manahawkin Baptist Church, and the Manahawkin Baptist Cemetery and adjoining lands. The Stafford Township Historical Society also leases buildings and sites including the Stafford Township Museum at the Old Stone Store and the land under the Manahawkin Railroad Station. With the approval of the executive committee and a majority vote at an official meeting of the general members, additional buildings and sites may be acquired through gift, purchase, or lease. The Society is nondenominational and nondiscriminatory, according to all applicable state and federal statutes. The Stafford Township Historical Society has been determined to be a 501(c)(3) non-profit corporation exempt from federal income tax on September 5, 2002. The Stafford Township Historical Society is registered with the New Jersey Charitable Registration and Investigation Act, #Ch15145. The State of New Jersey has granted exemption from New Jersey sales and use taxes as of August 16, 2002. All community members are invited to actively participate. We are not affiliated with any local, state or federal agency and act independently within all applicable local, state and federal laws.

Article II: Makeup of Society and Officers Duties.

Section 1: The President shall preside at all meetings of the Society, the Executive Board, and the Board of Trustees, and shall sign all leases, contracts and obligations for the Society, when authorized by the Society or the Executive Board, and shall appoint all committees, except the cemetery and nominating committees. All actions of the officers must be consistent with the mission statement of the Society.

Section 2: The First Vice-President shall be chairman of the Cemetery Committee, the Second Vice-President shall be chairman of the Program Committee and the Third Vice- President shall be chairman of the Hospitality Committee. The vice-presidents shall have the power and ability to perform all of the president’s duties in his absence. A vice-president will be appointed by the president to speak and act in his absence; and in the event of an emergency, any vice-president may act in his behalf until a quorum of the Executive Board appoints a temporary president.

Section 3: The Recording Secretary shall keep full minutes of all Society meetings and allow access by members of the Society to, and maintain functional custody of, all record books, documents, and papers of the Society at a site defined by the Society. The recording secretary will also act as secretary ex-officio of all meetings of the Executive Board and Board of Trustees. The recording secretary may appoint a provisional secretary for purposes of recording events at any Society function.

Section 4: The Publicity chairperson is responsible for the creation, editing, and review of all communication devices for the Society including, but not limited to, newspapers, web sites, quarterly reports, newsletters, etc.

Section 5: The Membership Secretary shall receive all dues of the Society membership, send out all notices of dues and obligations and receive and give receipt for same, turning all monies over to the treasurer at not less than monthly intervals. They shall maintain an accurate record of all these transactions. They shall twice yearly mail or electronically notify all members of their dues status and notify the Executive Board of such members. The secretary will actively promote the Society and recruit new members.

Section 6: The Treasurer shall receive and have charge of all funds of the Society, and shall deposit said funds in a bank or banks designated by the Executive Board.

Section 7: The Historian shall be responsible for the maintaining the accurate history of Stafford Township and promoting accurate historical education about Stafford Township.

Section 8: The Curator and Assistant Curator shall have charge of the books, manuscripts, curios, and other matter both owned by and loaned to the Society, exclusive of the documents maintained by the Historian, and Membership and Recording Secretaries. The Curator and Assistant Curator shall arrange, catalogue, display in a secure fashion, and maintain all of the aforementioned.

Section 9: The Trustees are empowered to assure the continued stability and longevity of the organization. All such actions shall be according to all applicable state and federal laws and be consistent with the mission statement of the Historical Society. If the organization were in jeopardy of dissolving, the existing Board of Trustees would determine the most appropriate disposition of all assets and devices of the Society. This determination must not benefit any one individual or family and must be consistent with all applicable state and federal rules and regulations. (see article VII – section 5)

Section 10: Membership in the Society may include any interested party who is a resident of the United States. Acceptance shall not be based on age, sex, race, religion, place of national origin, or disability.

Section 11: Active members in good standing are defined as those members whose dues are current.

Section 12: The officers of the society shall include the President, First Vice-President, Second Vice-President, Third Vice-President, Treasurer, Recording Secretary, Membership Secretary, Publicity Chairperson, Hospitality Secretary, Historian, Curator, Assistant Curator.

Section 13: There shall be a Board of Trustees, including nine elected individuals and all Past Presidents of the Society. The elected Trustees shall serve rotating terms of three years. A quorum of the Board of Trustees shall be three active members, when the total number of members of the board of trustees is less then 12; otherwise a quorum shall consist of 25% of the active members of the Board of Trustees.

Section 14: The Executive Board shall consist of the officers of the Society and the Board of Trustees of the Society. A quorum of the Executive Board shall be 6 active members. The Executive Board, may manage all affairs of the Society during the interval between scheduled meetings of the Society, may fill vacancies in an emergent way before the next annual meeting of the Society but may not change the mission statement, bylaws or constitution of the Society.

Section 15: If the Executive Board and/or the trustees shall fail to act within 30 days on an issue raised at one official meeting, the membership may take action generally reserved for those committees at the next official meeting by simple majority.

Section 16: The Cemetery Committee shall consist of nine members elected for three-year rotating terms. These members may serve an unlimited number of consecutive terms. Their duties are maintenance of the Old Baptist Church Cemetery and grounds and any other cemeteries acquired by the Stafford Township Historical Society.

Section 17: The Program Committee shall determine and coordinate all yearly events for the Society. They will maintain a master schedule for all events that shall be open to the membership at large. They will identify and correct any scheduling problems. The Executive Board must approve all types of events. The executive committee shall appoint an Assistant Program Chairman to solely oversee the scheduling of events at the Old Baptist Church.

Section 18: The Hospitality Committee shall supply coordination for all community events, which require member participation, coordinating the notification of members and providing refreshments when necessary.

 

Article III: Meetings and Elections

Section 1: The regular meetings of the Society will be held at the place and time determined by the membership by simple majority vote at an official meeting.

Section 2: At the written request of 10 members in good standing, or by a majority vote of a quorum of the Executive Board, a special meeting of the Society may be called. This request shall state the object for the meeting. A good faith effort must be made to make the membership aware of the special meeting.

Section 3: All committee meetings may be scheduled at the discretion of each committee. The president and secretary shall be notified on all such meetings. All committee meetings are open to any member in good standing of the Society. Meetings concerning disciplinary or personal aspects of any individual of the Society may be closed at the Executive Board’s discretion.

Section 4: At any official meeting of the Society, six members in good standing shall constitute a quorum.

Section 5: Officers shall be elected for two-year terms. The president may only serve two consecutive terms. Exceptions to this rule may be granted as necessary by a majority vote of the membership at an official meeting of the Stafford Township Historical Society. The election of officers will be staggered with President, First, Second and Third Vice-Presidents elected one year and all other officers elected the next year. Trustees shall be elected for three-year terms, staggered by three Trustee elections per year.

Section 6: The annual meeting shall be the regularly scheduled meeting occurring during the month of December.

Section 7: At the regularly scheduled meeting two meetings before the annual meeting, the Executive Board shall choose a nominating committee of three members in good standing of the Society, none of whom are current officers. This restriction does not apply to trustees or members of the cemetery committee. In the event that the executive Board shall fail choose a nominating committee by the second meeting before the annual meeting, then the president may select the nominating committee. At the meeting before the general meeting, the nominating committee shall produce a slate of officers, Trustees, and Cemetery Committee members to be voted on at the annual meeting in accordance with the bylaws. Additional nominations will be taken from the floor at this meeting. No nominations will be taken from the floor the day of the elections unless there are no nominations for that office at the previous meeting. At the annual meeting, only Society members in good standing are eligible to vote. No proxy voting is to be allowed.

Section 8: All routine meetings of the Society will adhere to Robert's Rules of Order. The sequence of business shall be; 1) Call to Order with Pledge of Allegiance, 2) Reading and Approval of Minutes, 3) Reading and Discussion of Correspondence, 4) Reports of Officers, Boards, Standing Committees, 5) Reports of Special Committees,

6) Announcements, 7) Unfinished Business, 8) New Business, 9) General Discussion, 10) Adjournment, with announcement of next meeting date.

 

Article IV: Dues

Section 1: The annual dues shall be determined by a majority vote at a official meeting payable before the annual meeting in December.

Section 2: the Executive Board may determine special assessments for each operating year. These assessments fund actions over and above the annual Society dues and are designated for a single specific activity. Their payment is requested but not required of the general membership. Currently a special assessment of three dollars is requested for a Scholarship Fund.

Section 3: Members may be dropped from the roles after failing to pay dues for three years.

 

Article V: Committees

Section 1: The Society shall have the following Standing Committees: 1) Membership, 2) Nominating, 3) Cemetery, 4) Hospitality, 5) Program, 6) Museum. Each committee shall have it's own Chairman and operate within the bounds of the Society’s rules and regulations, with all decisions being consistent with the mission statement.

 

Article VI: Amendments

Section 1: Proposed amendments to the bylaws or constitution must be presented at a regularly scheduled meeting with notice of the proposal sent to all members at least one week previous to the meeting. A quorum must be present and approval must be from 2/3 of Society members in good standing (dues current).

Section 2: Voting by Proxy or absentee ballot is not permitted.

Section 3: Bank Accounts including savings, checking, and certificates of deposit shall be opened with the majority vote at an official meeting of the Stafford Township Historical Society. All accounts must be recorded and monthly accounting made to the general membership.

Section 4: Auditing will be accomplished yearly of all accounts; and reports will be distributed to the Executive Board. Auditing will be scheduled at a time as noted by the Executive Board. All reports will be available to the general membership.

Section 5: The Society may establish a specific account and account policy in regards to management of monetary endowments and bequests to the Society. The specific account shall be approved by the Executive Board and by the donor or estate of the donor. The account will include provision for its dissolution should the Society cease to exist or become inactive. All applicable local, state and federal laws must be followed with the establishment of this codicil. The use of account funds must be approved as noted within the endowment or bequest and all disbursement and use must be included in the Society’s yearly financial statement.

Section 6: Any bank accounts must be federally insured and be locally accessible to the Society. A statement of receipts and expenditures for each month shall be presented by the treasurer at each regular meeting. At the annual meeting, a general report shall be given covering the receipts and disbursements of all Society funds and accounts for the preceding year. The treasurer shall disburse all funds as authorized by the society. A quorum of the Executive Board or the general membership at an official meeting must approve any disbursement of funds greater than $50.00. Any expenditure or indebtedness over $500.00 must be approved by the general membership. Ordinary expenses such as utility and insurance bills may be authorized to be paid by the treasurer so long as adequate funds exist in the appropriate bank account.

Section 7: Only accepted and approved agreements and contracts may be signed by the Society officers

Section 8: All renovations to the Society properties must be approved by the Executive Board or the general membership at an official meeting and accomplished in a historically appropriate manner, attempting to use period consistent materials and construction techniques, by those known to be capable of this type of reconstruction/renovation. Exceptions may be made at the discretion of the Executive Board in the event of an emergency and to prevent loss of a building’s structural integrity.

Article VII: Miscellaneous

Section 1: Captions are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these bylaws or the intent of any provision thereof.

Section 2: If any section, subsection, sentence, clause, phrase, or portion of these bylaws is for any reason held to be invalid or unconstitutional by a court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision, and such holding shall not affect the validity of the remaining portions thereof.

Section 3: The Executive Board, including officers, trustees, and committee members 1) shall not be liable to the Society or its members as a result of their activities as such, for any mistake of judgment, negligence, or otherwise, except for their own willful misconduct or bad faith; 2) shall have no personal liability in contract to the Society or its members or any other person or entity under any agreement, instrument, or transaction entered into by them, on behalf of the Society in their capacity as such; 3) shall have no personal liability in tort to the Society or to a member or any other person or entity, direct or imputed, by virtue of acts performed by them, except for their own willful misconduct or bad faith, or acts performed for them, in their capacity as such; 4) shall have no personal liability arising out of the use, misuse, or condition of the Society’s properties, or which might in any other way be assessed against or imputed to them, as a result of virtue or their capacity as such.

Section 4: The Society shall indemnify and hold harmless any person, his heirs and personal representatives, from and against any and all personal liability, and all expenses including counsel fees, incurred or imposed, arising out of or in settlement for any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative instituted by anyone or more members or any other persons or entities, to which he shall be or be threatened to be made a party to, by reason of the fact that he/she is an officer, Board member, or Trustee of the Society, other than to the extent, if any, that such liability or expense shall be attributable to their willful misconduct or bad faith, provided, in the case of a settlement, that the Executive Board shall have approved the settlement, which approval shall not be reasonably withheld.

Section 5: Upon the dissolution of the Stafford Township Historical Society, Inc., the Board of Trustees shall, after paying or making provisions for the paying of all liabilities of the corporation, dispose of the remaining assets of the corporation exclusively for one or more exempt purposes, within the meaning of Section 501 ©(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Federal Tax Code), or shall distribute the same to the Federal Government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by order of the Superior Court of the State of New Jersey in the judicial district where the principal office of the corporation is then located, exclusively for such purpose or to such organizations organized exclusively for such purposes as said Court shall determine.

 

Amended and Approved by Board Action:

______________________________(Date)

______________________________

______________________________

 

March 19, 2003