Enfield Shaker Museum By-laws

Chosen Vale, Inc.

dba Enfield Shaker Museum

By-Laws

The Board of Trustees and members of CHOSEN VALE, INC., a 501(c)3 not-for-profit corporation organized under the laws of the State of New Hampshire, do hereby adopt these By-Laws to govern the operation of the corporation.

ARTICLE I:  IDENTIFICATION

Section 1.  Name.  The name of this organization shall be CHOSEN VALE, INC., (hereinafter THE MUSEUM).

Section 2.  Purpose.  The purpose of THE MUSEUM, as stated in the Articles of Agreement for THE MUSEUM on file with the Secretary of State of New Hampshire, is to preserve and to protect the Shaker heritage in Enfield, New Hampshire; to make available to the public educational programs dealing with the Shaker heritage in Enfield, New Hampshire; and to work for the recognition and advancement of the Shaker heritage at Lower Shaker Village in Enfield, New Hampshire.

Section 3.  Location.  The offices of THE MUSEUM shall be located at the Enfield Shaker Museum at 447 NH Route 4A, Enfield, New Hampshire, 03748.

ARTICLE II:  MEMBERSHIP

Section 1.  Qualification.  Membership shall be open to anyone who supports the purpose and the goals of THE MUSEUM and pays annual membership dues as set by the Board of Trustees.

Section 2.  Voting.  Each member who is eighteen years of age or older shall be entitled to one vote on a question at any meeting of the membership.  There shall be no proxy votes.

ARTICLE III:  BOARD OF TRUSTEES

Section 1.  Responsibilities.    The Board of Trustees, acting as a Board, shall have full authority and responsibility for the operation, functions, business and government of THE MUSEUM, and shall have the powers and authority to do and perform, or cause to have performed, all acts within the law not inconsistent with these By-Laws.  The authority of the Board shall be exercised only through Board actions as hereinafter set forth.

Section 2.  Membership.  The Board of Trustees shall be made up of not fewer than six nor more than twenty-four members, who shall serve staggered three year terms.  The Nominating Committee shall present a slate of nominees for the positions to be filled at the Annual Meetings.  Election to the Board of Trustees shall be by majority vote of members present at the Annual Meeting.  Any vacancy on the Board of Trustees occurring between Annual Meetings shall be filled by action of the Board of Trustees upon nomination by the Nominating Committee at any meeting of the Board.  Trustees elected to fill a vacancy shall serve for the unexpired term of the vacant position.  All members of the Board of Trustees shall be members of THE MUSEUM.  No Board member shall serve on the Board of Trustees for more than two consecutive terms without a break of at least one year.  Except that a Trustee who is an officer at the expiration of the second successive term may be re-elected for an additional one year of service.  Other than this limitation on consecutive terms, there shall be no limit on the amount of time a given member of the Board may serve as a member.  The Board shall have the power to co-opt a limited number of members as the needs and opportunities arise.

Section 3.  Compensation.  Trustees shall serve THE MUSEUM without compensation except for reimbursement for reasonable expenses, unless a Trustee has been hired to carry out a professional or operating function by specific action of the Board.

Section 4.  Conflict of Interest.  Any laws of the State of New Hampshire relating to conflict of interest for voluntary corporations shall apply with regard to any contract or other transaction between THE MUSEUM and one or more of its Trustees or between THE MUSEUM and any other corporation, firm, organization, association or other entity in which one or more of its Trustees serves as director, officer, or has a substantial financial interest.  In the event that a Trustee or member of THE MUSEUM should be aware of any actual or potential conflict of interest he/she should notify, in writing, the President and Secretary of the Board as soon as practicable.  Trustees and/or members of THE MUSEUM with any actual or potential conflict of interest shall abstain from related discussions and votes, unless called on for information.

Section 5.  Removal of a Trustee.  Removal of a Trustee for cause shall be the right and obligation of the Board through formal action taken at any properly called meeting.  A two-thirds vote of the entire Board shall be required to remove a Trustee.  By a two-thirds vote, the membership may, for cause, remove a Trustee at any meeting of the membership, provided notice of such pending action is specified in the agenda for the meeting and said Trustee, upon his or her request is granted a hearing before the membership.  Unexcused absence from a majority of Board meetings in a year shall constitute cause for removal.

ARTICLE IV.  OFFICERS OF THE BOARD OF TRUSTEES

Section 1.  Officers.  The Officers of the Board of Trustees shall be a President, Vice-President, Secretary, and Treasurer.

Section 2.  Election.   The Officers of the Board of Trustees shall be elected annually.  The Nominating Committee shall present a slate of names for the positions to be filled at the Annual Meeting.  Nominations may also be presented from the floor of the Annual Meeting.  Election of Officers shall be by majority vote of members present at the Annual Meeting.  A vacancy in any office shall be filled by action of the Board of Trustees upon nomination by the Nominating Committee at any meeting of the Board.

Section 3.  Responsibilities of Officers.  All Officers shall be responsible for duties as may be set forth by the Board of Trustees from time to time.  In addition, each officer shall have certain specific responsibilities.

A.      President.  The President shall be responsible for:

1)         presiding at all meetings of the Board of Trustees and the membership;

2)         appointing all committees constituted by these By-Laws and ensuring their continuing operation;

3)         execution, in the name of THE MUSEUM, all actions directed by the Board, unless otherwise specified by the Board;

4)         reporting to the Board all known matters that should be brought to the Board’s attention.

B. Vice-President.   The Vice-President shall have the responsibilities of the President whenever the President is unable to act, and at other times when specifically directed by the Board.

C.  Secretary.  The Secretary shall be responsible for:

1)         recording formal actions of the Board and recording minutes at all meetings of the Board and membership;

2)         serving notice of the Board as required by law or these By-Laws;

3)         attending to such correspondence and making such reports as may be directed by the Board or the membership.

D.  Treasurer.  The Treasurer shall be responsible for:

1)         overseeing all financial activities of THE MUSEUM;

2)         co-signing all checks for all non-budgeted items that exceed an amount of $500.00.

ARTICLE V:  MEETINGS OF MEMBERS

Section 1:  Annual Meeting.  The Annual Meeting of THE MUSEUM shall be held between October 1st and November 15th of each year at a time and place specified by the Board of Trustees.  The agenda for the Annual Meeting shall include:  reports of the Officers and Executive Director; report of the Nominating Committee and election of Officers and Trustees, and the transaction of any other business to come before the meeting.  The President shall conduct the meeting using Robert’s Rules of Order.

Section 2.  Special Meetings.  Special meetings of the membership may be held at the request of the Board of Trustees or upon written request of twenty members.  The date, time, and place of such meetings shall be determined by the Board of Trustees and any such meeting shall be held as soon as is practicable.  The agenda for a special meeting shall be clearly specified in the notice of any such meeting.

Section 3.  Notice of Meeting.  Notice of the Annual Meeting shall be given by mail or by publication of the date, time, and place in a newspaper of general circulation in the Upper Valley area, such notice to be given not less than ten nor more than twenty-one days prior to the meeting.  Notice of Special Meetings shall be given by the same means not less than seven nor more than fourteen days before the meeting.

Section 4.  Quorum.  Twenty active members present and voting shall constitute a quorum at any membership meeting.  In the absence of a quorum, a majority of those members present and voting may adjourn the meeting to a later date.  When a quorum is present, a majority of members present shall be sufficient to take any action unless otherwise required by law or these By-Laws.

ARTICLE VI:  MEETINGS OF THE BOARD

Section 1.  Regular Meetings.   Regular meetings of the Board of Trustees shall be held four or more times per year at such time and place as the Board may determine.   The Board may provide by resolution for a change in the schedule of regular meetings.  The meetings shall be chaired by the President using Robert’s Rules of Order.

Section 2.  Special Meetings.  Special meetings of the Board may be called by the President or at the request of any three Trustees, and shall be held as soon as may be practicable at such time and place as the President may determine.

Section 3.  Notice of meetings.  Written notice of Regular and Special meetings shall be given to members of the Board of Trustees not less than five days before said meeting and shall include the date, time, and place that the meeting is to be held.  In addition, notice of Special Meetings shall include the specific reason for which the meeting was called.  At a Special Meeting, the Board shall not take any action for any purpose other than that set forth in the call of the meeting.

Section 4.  Quorum.  A majority of the total membership of the Board of Trustees shall constitute a quorum for the transaction of all business.  If a quorum is not available, those Trustees present may adjourn the meeting.  A quorum is a majority, more than half, of the current members of the Board.  A vote can be taken other than at a meeting if all Board members are offered the opportunity to vote and a quorum responds.

Section 5.  Minutes.  Upon their approval by the Board, all minutes of meetings of the Board of Trustees shall be kept at the offices of THE MUSEUM.

ARTICLE VII:  COMMITTEES OF THE BOARD

Section 1: Selection and Composition.  The President shall appoint annually the chairs of the following committees subject to review and confirmation by the Board of Trustees at its first meeting after the Annual Meeting.  Each chair shall appoint the members of their committee.  The President and the Executive Director shall be members of each committee ex officiis, except that the President shall be chairperson of the Executive Committee.  All committees shall report directly to the Board.  Each committee shall be represented on the Board either by its chair or another member.

Section 2: Reporting Requirements.  All committees shall file written reports as requested by the President, outlining the activities of the committee.

Section 3: Standing Committees.

A. Executive Committee. The Executive Committee shall be comprised of the Officers of the Board of Trustees and up to two at-large members, appointed by the President. This committee shall have full power to transact any and all business, which may arise between meetings of the Board when it is necessary to transact such business in a timely manner.  Minutes of all meetings shall be recorded, and actions taken shall be presented to the Board for ratification at its next meeting.  These meetings shall be conducted by the President using Robert’s Rules of Order.

B.  Buildings and Grounds Committee. The Buildings and Grounds Committee shall consist of not less than three members of the Museum, one of whom shall be a Trustee. The Buildings and Grounds Committee shall assist the Board of Trustees with the establishment and maintenance of a long range site plan and management of buildings and grounds owned by the Museum, including preservation, restoration, and routine maintenance.

C.  Collections Committee. The Collections Committee shall consist of no less than three members of the Museum, one of whom shall be a Trustee. The Collections Committee shall assist the Board with the development and implementation of policies regarding acquisition, disposition, exhibition, and loan of objects and archival materials, and with the establishment and implementation of standards for the care and conservation of the buildings and of the collection.

D.  Development Committee. The Development Committee shall consist of not less than five Museum members, two of whom shall be Trustees, including a representative from Buildings and Grounds Committee, Collections Committee, and Education Committee. The Development Committee shall create and implement a Financial Resource Plan that will guide the staff and board’s activities in seeking out and securing funding from diverse sources. The Development Committee will take the lead in developing and implementing the Membership Solicitation Program, the Annual Appeal, and work with the other Trustees to explore the best ways they can contribute to the fundraising effort.

E.  Education Committee. The Education Committee shall consist of not fewer than three members of the Museum, one of whom shall be a Trustee. The Education Committee shall assist the Board of Trustees with the long-range planning, general oversight, and implementation of the Museum’s educational programs.

F.  Finance Committee. The Finance Committee shall consist of the Treasurer (who shall serve as chair), and at least one other Trustee. The Finance Committee shall oversee the creation of the annual budget for Board of Trustee approval, reviewing the annual IRS Form 990 before its submission, evaluating all Museum insurance policies, and monitoring the financial status and activities of the Museum. This committee will make sure that proper financial controls and governance are in place.  The Finance Committee shall also make recommendations to the board with respect to authorization for borrowing.

G.  Investment Committee. The Investment Committee shall consist of not less than three Museum members, two of whom shall be Trustees. The Investment Committee shall assist the Board in the establishment of an endowment and a program of major gifts and planned giving, and advise the Board in the management of endowment and other invested funds, including engagement of a professional management institution to assist the Committee and Board. This committee administers the actions detailed in the investment programs and policies adopted by the Board of Trustees.

H.  Marketing/Communications Committee. The Marketing/Communications Committee shall consist of not less than three Museum members, one of whom shall be a Trustee. The Marketing/Communications Committee shall work closely with staff and other board committees to develop and implement a Marketing and Communications Plan that articulates the primary audiences for the organization, what they most care about, and how best to reach them. The Marketing/Communications Committee monitors the presentation of the Museum’s brand and makes recommendations to ensure that the programs, activities, and publications and communications remain relevant to the audience.

I.  Nominating Committee. The Nominating Committee is appointed by the President and shall consist of not fewer than three members, one of whom shall be a Trustee. Members of the Nominating Committee may not be candidates for election to the Board of Trustees.  The Nominating Committee shall prepare a slate of nominations for officers and members of the Board of Trustees for the ensuing year.  At the last regular meeting of the Board prior to the Annual Meeting, the Nominating Committee shall make a report to the Board.

J.  Personnel Committee. The Personnel Committee shall consist of not less than three members, all of whom shall be Trustees. The Personnel Committee shall assist the Board by drafting and/or revising personnel and museum ethics policies for board approval, assuring that the Museum complies with all relevant state and federal employment regulations, reviewing job descriptions, establishing a competitive salary structure and benefits package, implementing the annual performance review of the Executive Director, and annually reviewing staff salaries.

Section 4: Other Committees. The Board of Trustees may from time to time establish other committees to assist the Board in carrying out its duties and may define and determine the responsibilities, composition, and term of such committees, which may or may not be comprised of Trustees, as it may deem appropriate.

ARTICLE VIII:  EXECUTIVE DIRECTOR

The Executive Director of THE MUSEUM shall serve at the pleasure of the Board of Trustees, and shall be responsible for the administration of THE MUSEUM as set forth in his/her contract.

ARTICLE IX:  FISCAL YEAR

The fiscal year of THE MUSEUM shall be October 1 through September 30.

ARTICLE X:  INDEMNIFICATION

As of the date of adoption of these By-Laws, and subject to limitations of law, THE MUSEUM shall indemnify each current and future Trustee, Officer, or Employee from and against all loss, liability, and expense imposed upon or incurred by such person in connection with any action, claim, or proceeding of any nature whatsoever, in which such person may be involved or with which he or she may be threatened, by reason of any alleged act, omission or otherwise while acting in good faith.  Indemnification shall be provided although the person no longer serves in such capacity and shall include protection for the person’s heirs and legal representatives.

Indemnities hereunder shall include, but not be limited to, all costs and reasonable counsel fees, fines, penalties, judgments, or awards of any kind, and the amount of reasonable settlements, whether or not payable to THE MUSEUM.

ARTICLE XI:  AMENDMENTS

These By-Laws may be amended, repealed, or new By-Laws adopted by a two-thirds vote of the members present and voting and constituting a quorum at any meeting of the membership, providing that written notice stating that By-Law amendments will be considered is given at least ten working days in advance of said meeting and that the text of any such amendments shall be available to all members for at least five working days before the date of the meeting at which they will be considered.

The foregoing By-Laws were adopted as amended by the membership of Chosen Vale, Inc., on November 5, 2017.

____________________________________

Secretary

Chosen Vale, Inc.