Originally Adopted: March 27, 1976
Amended: May 19, 2025
Draft: August 14, 2025
MM&HS Board Approved 9/11/2025
Bylaws of the Monkton Museum and Historical Society, Inc.
Member Draft for Approval
Introduced to members 9/15/2025
Contents
- Purpose
- Articles of Incorporation
- Membership
- Board of Directors
- Duties of Board Members
- Decision-Making by the Board
- Conflict of Interest
- Indemnification of Board Member
- Books and Records
- Membership Meetings
- Annual Membership Meetings
- Special Membership Meetings
- Regular Meetings
- Voting at Membership Meetings
- Dissolution
- Amendments to Bylaws
- Purpose
The Monkton Museum and Historical Society (MMHS) is a non-profit corporation recognized by the State of Vermont, whose mission is to collect, preserve and display items relevant to Monkton’s heritage.
The MMHS is organized and operated exclusively for charitable and educational purposes as an exempt organization under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The MMHS does not directly or indirectly engage in lobbying, nor does it participate in any political campaign.
- Articles of Incorporation
The MMHS Articles of Incorporation are filed with the Vermont Secretary of State. The Board of Directors may amend the Articles of Corporation as necessary, including updating names and addresses for the corporation or its directors and agent.
- Membership
Any individual is eligible for membership. Only members who have paid required dues are eligible to vote at a membership meeting.
The board will determine the amount for annual dues. The amount will be publicized to members.
- Board of Directors
The MMHS is governed by a board of directors (board), elected by the membership, consisting of:
- Officers, which are a president, vice-president, secretary, treasurer, each serving a term of one year.
- at least one and but not more than three trustees, who serve staggered terms of three years.
Under unusual circumstances, an individual may hold more than one board position but an individual may not be president and secretary simultaneously.
No compensation is provided to board members.
The board shall establish a schedule of regular meetings throughout the year. Notice to members is not required. It is not required for the meeting to be held in person, as long as it is possible for all members attending to communicate simultaneously.
If a board member becomes unable or fails to perform the responsibilities of the role, including regularly attending meetings, the board may replace that board member by appointing an individual to serve on the board until the next annual membership meeting.
A board member may resign at any time by delivering written notice to the board, its president or other board member responsible for recording the minutes of board meetings.
Board members may be removed by vote of the board or, at a meeting specifically warned for this purpose, by vote of the members.
- Duties of Board Members
Board members will conduct their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner they reasonably believe to be in the best interests of the organization.
The president is responsible to oversee the work of the board and to facilitate board and membership meetings. The vice president stands in for the president when the president cannot be present.
The treasurer oversees the financial aspects of the organization, including disbursal of funds, record keeping, and reporting to the board and membership about the finances of the organization.
The secretary is responsible for meeting minutes, correspondence, membership lists and ensuring that a catalog of collections is maintained.
- Decision-Making by the Board
To act, a majority of the total number of board members must be present at the vote, and a majority of those members present must affirm the action.
- Conflict of Interest
No board member shall place themselves in a position that is or appears to be a conflict of interest with the mission, programs, or activities of the MMHS. No board member shall engage in activities that would jeopardize the Society’s non-profit status under federal or state law.
A conflict of interest transaction is a transaction with the MMHS in which a board member has a direct or indirect interest. Any possible conflict of interest shall be reported to the board, in writing. The board will evaluate the contemplated transaction, and may authorize it if the board finds the transaction is just, fair, and reasonable, and furthers the purpose and welfare of the MMHS.
- Indemnification of Board Member
The MMHS indemnifies board members against liability if the board member acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. The board member is not indemnified if their actions have been found to be based on willful misconduct or recklessness.
- Books and Records
The board must maintain minutes of all meetings, including membership meetings, and must have a record for any actions taken without a meeting or by a committee of the board. The board must maintain appropriate accounting records.
The MMHS will keep a record of the names and addresses of the members entitled to vote.
All books and records may be inspected by any member for any proper purpose at any reasonable time.
- Membership Meetings
Any membership meeting may be conducted virtually, in part or in whole.
- Annual Membership Meetings
The annual membership meeting will be held in the spring of the year. The board will determine the date, and time and location.
The president will provide notice of the annual meeting no fewer than 10 days nor more than 60 days before the meeting, by mailing notice to members. The notice to members will provide a description of any matters that must be approved by the members, including a ballot of potential officers and trustees, a clear deadline for the receipt of ballots in order for them to be counted.
At the meeting:
- The president and treasurer will report on the activities and financial condition of the MMHS;
- Members will elect officers and, as needed, trustees. Nominations may be taken from the floor, including self-nominations.
- The members shall consider and act upon such other matters according to the meeting notice.
- Special Membership Meetings
Special Meetings to discuss a specific matter may be called by the MMHS board or at the written request of at least 5% of the members. Notice of the specific purpose, and the date, time and location of the meeting will be provided to all members, using the same procedure required to notice the annual membership meeting.
- Regular Meetings
The MMHS will hold meetings for the benefit of members and the public on a schedule to be determined by the officers.
- Voting at Membership Meetings
Before any annual or special membership meeting, the secretary will prepare an alphabetical list the names and addresses of member eligible to vote. This list will be available for inspection by any member requesting it.
Any in-person vote by the membership at the annual or a special meeting shall be by voice vote. If such method cannot easily determine whether a majority of members present voted in the affirmative, or a member present at the meeting requests, a show and count of hands will be required. If the vote is close, then a break in the meeting will be made to prepare a ballot vote.
The board will establish policy for procedures for votes for meetings held totally or partially virtually.
- Dissolution
Should the MMHS for any reason become unable to maintain and conduct its business, the board may vote to dissolve the corporation.
The remaining officers and members shall have the books audited by an outside person, pay all outstanding bills, and take an inventory of all remaining assets.
Any assets remaining after obligations are met will be disposed of in a manner prescribed by the Board of Directors, including items of historic value in the MMHS collection. Such disposition shall be made in accordance with applicable laws and only donated to an organization(s) whose purpose and objectives are in keeping with those of the MMHS.
The dissolution shall be reported to the Vermont Secretary of State and other entities, as required by law.
- Amendments to Bylaws
These bylaws may be amended at any annual or special membership meeting of when members are duly noticed for that purpose. A two-thirds vote of the members present is required.
The ratified amendments of the bylaws shall be binding upon the board of directors and members.