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BYLAWS OF THE HUGUENOT HISTORICAL SOCIETY, NEW PALTZ, NEW YORK
As amended
June 10, 2006
ARTICLE I. NAME
The name of the corporation shall
be the Huguenot Historical Society,
New Paltz, New York, with its principal
place of business in the Village
of New Paltz, County of Ulster, State
of New York.
ARTICLE II. PURPOSE
The corporation is organized by
virtue of an absolute charter from
the New York State Education Department
for the following purposes:
- To preserve, maintain, and protect
the old stone houses of Huguenot
Street and other properties that
have relevance to the National
Historic Site.
- To educate youth and adults concerning
their American heritage and the
historic region of New Paltz.
- To perpetuate and commemorate
the virtues and ideals of the Huguenot
Patentees of New Paltz by acquiring
ownership of historic sites and
buildings, together with furnishings,
relics, documents, books and papers,
by establishing and maintaining
a museum or museums in the Historic
District of New Paltz and its environs
for the use and benefit of the
membership and the public.
- To publish information respecting
the New Paltz Patent and its early
settlers.
- To acquire, to own, to hold,
or to sell real or personal property
in furtherance of the above purposes
and for the conservation of the
natural environment.
The activities of the corporation
shall be conducted in such a manner
that no part of its net earnings
or holdings shall inure to the benefit
of any member, trustee, officer,
or individual (except that reasonable
compensation may be paid for services
rendered to or for the corporation).
Notwithstanding any provision of
these bylaws, the corporation shall
not carry on any activity not permitted
to a corporation exempt from federal
income tax under Section 501(c)(3)
of the Internal Revenue Code of 1954
(or the corresponding provision of
any further United States Internal
Revenue Law).
No substantial part of the activities
of the corporation shall consist
of carrying on propaganda, or otherwise
attempting to influence legislation;
and the corporation shall not participate
in or intervene in (including the
publishing or distribution of statements)
any political campaign on behalf
of any candidate for public office.
ARTICLE III. BOOKS
There shall be kept, in the principal
or any other designated office of
the corporation, records and correct
books of account of the activities
and transactions of the corporation
including a minute book, which shall
contain a copy of all minutes of
Board of Trustees and membership
meetings.
ARTICLE IV. MEMBERSHIP AND DUES
- Any person who subscribes to
the purposes of the Huguenot Historical
Society, New Paltz, New York, is
eligible for membership in the
Society.
- Each member of a supporting Family
Association is automatically a
member of the Huguenot Historical
Society, New Paltz, New York.
- Life memberships of the Huguenot
Historical Society, New Paltz,
New York, and life memberships
of supporting Family Associations
existing as of January 1, 1996,
shall be honored as life memberships
in the Huguenot Historical Society,
New Paltz, New York.
- Huguenot Historical Society membership
categories, and dues for each,
shall be established by the Board
of Trustees.
ARTICLE V. PRIVILEGES OF MEMBERSHIP
- Participation in all Huguenot
Historical Society programs and
meetings.
- Huguenot Historical Society mailings
and announcements, including the
yearbook, when published, and a
reasonable amount of requested
data.
- No admission charge for entry
into the corporation’s buildings
on regular tours.
- Use of library services at a
reduced fee.
- The satisfaction of sharing in
an important project to preserve
our heritage.
- An individual member is entitled
to a vote at the annual meeting,
in person or by mail; however,
in the case of a household or family
membership, there shall be only
one vote.
ARTICLE VI. ANNUAL MEETING
The annual meeting of the Society
shall be held each year in June,
at such time and place as the Board
of Trustees shall direct. Notice
of such annual meeting shall be given
to the membership of the Society
not less than thirty (30) days prior
to such meeting, together with the
proposed slate for Board of Trustees,
the proposed agenda, and the text
of any proposed resolution or proposed
amendment to these bylaws. Members
of the Society may vote in person
or by mail.
ARTICLE VII. BOARD OF TRUSTEES
- Number of Trustees.
The Board of Trustees shall consist
of fifteen (15) members. Effective
at the annual meeting in 2001 the
size of the Board of Trustees shall
increase by one (1) member each year
until there are eighteen (18) members.
Each trustee shall be a member of
the Huguenot Historical Society,
New Paltz, New York.
- Election and Term of Office.
Effective July 1, 2005, six (6)
trustees shall be elected at each
annual meeting. The term of office
of each trustee shall be for three
(3) years; provided, however, that
a trustee may serve no more than
three (3) consecutive terms, and
must be out of office for at least
one (1) year before being eligible
for re-election as a trustee. If
a vacancy exists or has been filled
by the Board pursuant to Section
E of this Article, a trustee shall
be elected at the annual meeting
to fill the unexpired term. A trustee
who has filled an unexpired term
of another is still eligible for
nomination and election to three
terms of his/her own.
- Nominations and Petitions.
The nominating committee shall nominate
candidates for vacancies on the Board
of Trustees. Any other member of
the Huguenot Historical Society may
be nominated for any such vacancy
by a petition, signed by at least
twenty-five (25) members of the Huguenot
Historical Society and submitted
at least forty-five (45) days before
the annual meeting.
- Powers and Duties.
The property, including the maintenance,
control and improvement of all Society
real and personal property, the business
and affairs of the corporation shall
be managed under the direction of
the Board of Trustees.
- Vacancies.
If a vacancy occurs, the Board of
Trustees may approve a new trustee
who shall serve until the next annual
meeting.
- Absences from Meetings.
The absence of a member of the Board
of Trustees from three (3) consecutive
regularly scheduled Board meetings,
unless there are extenuating circumstances
that are excused by the Board of
Trustees, will cause the term of
the trustee to automatically expire.
- Resignation.
Any trustee may resign at any time
by giving written notice to the president
or the secretary of the corporation.
- Trustee Emeritus/Emerita.
A trustee who has been active, but
finds it difficult to continue the
same service, may be elected Trustee
Emeritus/Emerita, whereby the trustee’s
counsel and advice will not be lost
to the Society. Such trustees will
have the rights of regular trustees,
except the right to vote, to hold
office or to chair committees of
the Board of Trustees.
ARTICLE VIII. MEETINGS OF TRUSTEES
- Time, Place and Purpose.
Regular meetings of the Board of
Trustees of the corporation shall
be held at such time and place as
shall be approved by resolution of
the Board of Trustees for the purpose
of transacting such business as may
be brought before the meeting.
- Special Meetings.
There shall be as many special meetings
of the Board of Trustees as necessary,
which shall be called by the president,
or by written request of three (3)
Board members.
- Notice of Meetings.
Notice of the place, day and hour
of each meeting of the Board of Trustees,
whether regular or special, shall
be appropriately given. Notices of
special meetings, besides stating
the time and place of the meeting,
shall state briefly the purpose or
purposes for which the meeting is
called. Business other than that
specified in such notice may be transacted
if approved by two thirds (2/3) of
those present. Nevertheless, notice
of the time and place of any meeting
of trustees shall not be required
to be given to any trustee who shall
waive notice thereof in writing either
before or after the meeting.
- Quorum and Adjournment
of Meetings.
The presence of not less than eight
(8) trustees shall constitute a quorum
and shall be necessary to conduct
business of the corporation. Meetings
at which less than a quorum is represented
may, however, be adjourned to a further
date by those who attend, without
further notice other than the adjournment
of such meeting, and when a quorum
shall be present on such adjourned
date, any business may be transacted
which might have been transacted
at the meeting as originally called.
- Voting.
At any meeting of the Board of Trustees,
each trustee shall be entitled to
one vote.
ARTICLE IX. OFFICERS
- Number of Officers, Election,
Qualifications and Terms of
Office.
The officers of the corporation
shall consist of a president, the
vice-presidents, a treasurer, and
a secretary. The Board of Trustees
may at any time provide for such
other officers as it may determine.
All such officers shall respectively
have such authority and perform such
duties in the management of the property
and affairs of the corporation as
designated in Article X and further
as may be designated by the Board
of Trustees.
The officers of the corporation
shall be members of the Board of
Trustees and shall be elected by
a majority vote in person, by absentee
ballot or by proxy of the Board of
Trustees at a meeting of the Board
following the annual meeting. The
term of office shall be one (1) year.
Any vacancy in any office caused
by any reason whatsoever, including
the creation of a new office, may
be filled by the Board of Trustees
at any meeting by like vote.
- Removal of Officers.
The Board of Trustees, by a majority
vote of the whole Board, may at any
time remove any officer of the corporation.
ARTICLE X. DUTIES OF OFFICERS
- President.
The president shall be a member
of the Board of Trustees and shall
preside at all meetings of the Board
of Trustees. The president shall
call to order all meetings of the
trustees, and shall be the chief
executive officer of the corporation.
Subject to the supervision of the
Board of Trustees, the president
shall have general charge of the
affairs of the corporation and shall
see that all orders and resolutions
of the Board are carried into effect.
The president shall not undertake
major policy changes, initiate litigation,
or commit Society funds in amounts
over $1,000.00 The president shall,
when required by the Board of Trustees,
make a written report in respect
to any designated matter in connection
with the corporation and its affairs.
He shall execute and acknowledge,
on behalf of the corporation, all
contracts, documents, checks, bonds,
or other instruments authorized by
the Board of Trustees, except in
cases where the signing and execution
thereof shall be delegated by the
Board or these bylaws to the sole
member or some officer or director
or agent of the corporation. He shall
perform all duties incident to the
office of president and such other
duties as may from time to time be
delegated by the Board of Trustees.
- Vice-President.
Each vice-president shall have such
powers and duties as may be delegated
by the Board of Trustees. In the
absence or disability of the president,
the vice-presidents, in order of
their election, unless the Board
of Trustees otherwise determines,
shall be vested with all the powers
and perform all the duties of the
president.
- Treasurer.
The treasurer shall supervise receipt
of the moneys of the corporation
and depositing the same in such banks,
trust companies, or other depositories
as may be approved by the Board of
Trustees. The treasurer shall supervise
the custody of all securities, valuable
papers, and documents of the corporation,
and shall keep or cause to be kept
a book or books setting forth a true
record of all receipts and disbursements,
and shall, when and as required by
the president or the Board of Trustees,
render a statement of the financial
condition of the corporation and
in general, shall perform all duties
incident to the office of treasurer,
and have such other powers and duties
as may be delegated by the Board
of Trustees.
- Secretary.
The secretary shall act as secretary
at all meetings of the trustees of
the corporation and shall give or
cause to be given all required notices
of meetings of trustees; shall record
all meetings of the trustees in a
book to be kept for that purpose;
and in general, shall perform all
duties incident to the office of
secretary, and have such powers and
duties as may be delegated by the
Board of Trustees. The secretary
may designate a recording secretary
to assist the secretary with the
functions of the office.
ARTICLE XI. DIRECTOR
The director shall be the Chief
Administrative Officer of the Society
responsible for day-to-day operations
of the Society under the direction
of and subject to the control of
the Board of Trustees and executive
committee. Subject to such direction
and control, the director shall have
the power to appoint and remove other
employees and to direct their work.
The director may accept contributions
to the Society and shall have supervision
of the books and accounts of the
Society. The director shall be responsible
for the general supervision and formulation
of the Society’s activities
and programs and shall submit to
the Board of Trustees and executive
committee reports and recommendations
and shall present an annual report
at the annual meeting. The director
shall perform other duties as the
Board of Trustees or executive committee
may prescribe.
ARTICLE XII. COMMITTEES
- Executive Committee.
The executive committee shall
consist of the president, the vice-presidents,
the secretary and the treasurer.
The executive committee shall,
during intervals between meetings
of the Board of Trustees, have
authority to exercise all or any
of the powers of the Board of Trustees
in the management of the affairs
of the Huguenot Historical Society,
except that the executive committee
shall not be authorized to fill
vacancies on the Board of Trustees.
Organization,
Meetings and Records.
The executive committee shall make
such rules as it deems expedient
for the regulation and carrying
on of its meetings and proceedings.
It shall keep a record of its acts
and proceedings and shall report
the same to the Board of Trustees
when and as required. Quorum.
At all meetings of the executive
committee, a majority but not fewer
than three (3) members of the executive
committee shall constitute a quorum.
Except as otherwise provided by
law or by these bylaws, the act
of a majority of the members present
shall be the act of the executive
committee -
Nominating
Committee.
The nominating committee shall
be elected by the Board of Trustees
and shall consist of five (5) members
of the Huguenot Historical Society,
of whom no more than three (3)
may be members of the Board of
Trustees. The committee shall nominate
individuals for election to the
Board of Trustees, and shall prepare
a brief biography of each for inclusion
with the notice of the annual meeting.
When possible and practical the
committee shall nominate candidates
so each of the family associations
may be represented.
The nominating committee shall also
propose to the Board of Trustees
a slate of persons for election to
the nominating committee, and the
trustee members shall propose a slate
of persons for election as officers.
Additional nominations for these
positions may be made from the floor.
- Additional Committees.
Additional committees may be formed
as needed with members appointed
by the president with the advice
of the Board of Trustees. The president,
with the advice of the Board, shall
reconstitute committees each year.
However, this shall not bar the reappointment
of any person to any such committee.
Membership of committees need not
be limited to members of the Board
of Trustees, though there shall be
at least one (1) trustee on each
committee. The chairman of each committee,
who shall be a Board member, should
be prepared to give a report of committee
activities at each meeting of the
Board of Trustees.
ARTICLE XIII. FAMILY ASSOCIATIONS
- The following supporting family
associations are authorized by
the Board of Trustees to consult
with and act pursuant to the direction
of the Huguenot Historical Society
in the fulfillment of the mission
of the Society: Bevier–Elting
Family, Crispell Family, Deyo Family,
Freer–Low Family, Gerow Family,
LeFevre Family, Magny Family, Schoonmaker
Family and Terwilliger Family.
Other family associations may be
authorized by the Board of Trustees
as appropriate and necessary.
- Separate agreements govern the
relationship of the Huguenot Historical
Society with the DuBois Family
Association, Inc. and the Hasbrouck
Family Association, Inc.
- Each supporting family association
shall set its own dues and membership
categories. Its treasurer shall
remit quarterly to the Society
the appropriate Society dues, together
with a list of names, addresses
and membership categories of enrolled
members.
- The treasurer of each supporting
family association shall report
quarterly to the treasurer of the
Huguenot Historical Society, New
Paltz, New York, all receipts and
disbursements by the family association
and a copy of the monthly bank
statement. The treasurer of the
family association shall submit
to the treasurer of the Huguenot
Historical Society annually a list
of all donors who have given more
than $200.00 during the calendar
year, and any other information
concerning such family association
as shall be required by law.
- A family association may not
own real property, receive bequests,
or gifts in excess of $200.00 or
perform any function which is the
duty and responsibility of the
Board of Trustees. Each family
association may have its own bylaws,
provided they conform to the charter
and bylaws of the Huguenot Historical
Society, New Paltz, New York. Each
family association will provide
a copy of its bylaws for review
by the Board of Trustees.
- In investing and expending Society
funds dedicated to the use of a
particular association or house,
the Society shall consult the relevant
association. Moreover, no such
dedicated funds, nor the income
therefrom, may be used by the Society
for general Society activities.
- A family association may, with
Board approval, solicit or raise
additional funds for special projects.
A family association may maintain
its own accounts for the deposit
of dues and the proceeds of other
appropriate activities.
- Each family association shall
be responsible for providing funds
for maintenance of its family house.
Family associations not connected
with specific properties are expected
to contribute to the cost of maintenance
of the historic site.
ARTICLE XIV. MISCELLANEOUS PROVISIONS
- Indemnificaition.
The Huguenot Historical Society,
New Paltz, New York, Inc. shall indemnify
any past, present or future trustee,
officer, employee, volunteer or staff
member for loss from claims made
against him/her for any act performed
in his/her capacity with the Society,
other than dishonest or fraudulent
acts or omissions or willful violations
of statutes, such loss to include
attorney’s fees, judgments,
fines and amounts paid in settlement
actually and reasonably incurred
by him/her in connection with such
claim.
- Fiscal Year.
The fiscal year of the corporation
shall commence on the first day of
January of each year.
- Parliamentary Procedure.
Except as otherwise provided in
these bylaws, Roberts’ Rules
of Order (Revised) shall be
the parliamentary authority.
- Amendment.
Amendments to these bylaws shall
be recommended to the membership
by the Board of Trustees by mail
not less than thirty (30) days prior
to the annual meeting, and may be
enacted at the annual meeting by
a majority vote of those members
voting either in person or by mail.
No amendment shall be made which
shall jeopardize the tax-exempt status
of the corporation as described in
Section 501 (c)(3) of the Internal
Revenue Code.
- Effective Date.
These bylaws shall be effective
at the conclusion of the annual meeting
at which they are adopted.
Adopted June 8, 1996;
Amended June 13, 1998; June 12, 1999;
June 10, 2000; June 9, 2001; June
11, 2005.
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