Article I – Name and Purpose

     The name of this organization shall be “The Skaneateles Historical Society”(SHS). The organization, located in Skaneateles, Onondaga County, New York, shall be a non-profit corporation. Its purpose shall be to conduct and encourage historical research and to collect, preserve, and exhibit historical material related to the Town of Skaneateles. The Society shall operate the SHS Museum at the Creamery as an educational resource for the public, a repository for its collections, and a place to present exhibits and educational programs.

Article II – Membership

     General membership shall require payment of dues each January.

     Honorary life membership (no dues) shall require a majority vote of the Board of Directors. Nominations for honorary life membership may be made by any member.

     Members in good standing for at least three months previous to any election may vote in that election.

     Members in arrears more than twelve (12) months shall be dropped from the membership roster.

Article III – Meetings and Programs

     All meetings and programs are open to anyone.

     The Board of Directors shall meet on the second Tuesday of each month at a time to be specified in the Newsletter. Special meetings may be called by the President.

     Programs shall be given each month, except June, July, August, and December, generally on the fourth Tuesday.

     The annual meeting, when elections take place, shall be on the fourth Tuesday of June.

Article IV – Officers and Directors

     Officers shall include President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer, each elected to serve a two-year term. There shall be ten elected Directors, who will serve three years each, with two directors elected each year. Officers and Directors shall take office at the conclusion of the June meeting. The Board of Directors shall consist of all five officers, ten elected directors, and the Town and Village Historians. Each member shall have one vote. The Museum Director shall attend board meetings as a non-voting member. A quorum shall consist of nine voting members.

     Vacancies- In the event of a vacancy in the office of President, the Vice President shall serve out the unexpired term. In the event of a vacancy in any other office or Board position, a Society member’s name may be presented at the next Board meeting and a special election for their approval shall be held.

     Absences- If any officer fails to attend three (3) consecutive meetings of the Board of Directors without excuse accepted as satisfactory by the Board, such Director shall be deemed to have resigned and the vacancy shall be filled.

     Term Limits- No member of the Board of Directors shall serve more than two (2) consecutive terms of three (3) years, unless approved by a quorum of the Board.

     By the month of April, the President shall appoint a Nominating Committee, which shall present a slate of candidates at the May program.

     No person shall hold office if not a member, and no member shall hold more than one office at a time.

Article V – Museum Director

     The Museum Director shall be a paid position, whose duties, hours, and compensation shall be mutually agreed upon by the SHS Board of Directors and the Museum Director.

Article VI – Duties of Officers and Board of Directors

     The President shall have executive supervision over the activities of the Society within the scope provided by these bylaws, preside at all Board meetings, call special meetings of the Board of Directors as needed. The President shall report annually on the activities of the Society, file the required state reports, and shall appoint the members of committees not otherwise provided for. The retiring president has the option to stay on the Board as a non-voting member and consultant.

     The Vice President shall assume the duties of the President in the event of absence, incapacity, resignation or removal of the President. The Vice President shall plan and publicize the monthly programs.

     The Recording Secretary shall keep minutes of the business meetings of the organization. This secretary shall render an annual report and have the minutes available for review by the auditor.

     The Corresponding Secretary shall acknowledge monetary gifts, including memorial gifts, send sympathy and get well cards, and write official correspondence as requested.

     The Treasurer shall keep financial records, prepare monthly reports, supervise banking in the name of the Society and paying of accounts payable of the Society, be responsible for financial documents, and work closely with the Gift Shop Chairperson and the Museum Director. The Treasurer shall prepare and present the annual budget to the Finance Committee for approval. The Treasurer shall render an annual report to the membership, and prepare necessary records for the yearly financial audit performed by an outside auditor. The fiscal year is July 1st to June30th of the following year.

     The Board of Directors shall have general control and supervision of the funds and property of the organization, set its policies, and review all acquisitions and deaccessions. All non-budgeted, non-emergency items in excess of $1,000 shall be brought to the Board for approval.

Article VII – Committees

     The organization shall have certain standing committees, as listed below; other committees may be established, as needed, by the President. Committee members may be either from the Board or from the general paid membership. Each fall, in consultation with the Board, the President shall prepare a list of all standing committees, their composition, and their chairpersons, where appropriate, for publication to the general membership.

     A. Museum Operations Committee- This committee is responsible for the renovation and maintenance of the Museum.

     B. Finance Committee- The Finance Committee is chaired by the Treasurer and shall consist of the President, Treasurer, a member from the Museum Operations Committee, the Museum Director, and a member from the general membership. The Finance Committee shall review and recommend the annual budget. The recommended budget is presented in May to the Board of Directors for approval. Once approved, the budget shall be submitted to the general membership for adoption at the June meeting.

     C. Archive and Research Committee- This committee is responsible for the supervision and use of the historical records, and shall conduct and assist in historical research.

     D. Acquisitions Committee-The Acquisitions Committee is responsible for the acquisition and deaccession of all non-cash gifts and for the cataloging of these items, using standard Society forms. The Committee oversees implementation of the Collections Management Policy and updates it as needed.

     E. Membership Committee- This committee is responsible for collection of dues, depositing of monies, forwarding banking paperwork to the Treasurer, issuance of membership cards, and maintenance of a current membership list. The Committee shall provide the Treasurer with a yearly record of dues collected and provide to the President, at the time of elections, a list of eligible voters.

     F. Hospitality Committee- The Hospitality Committee shall ensure that light refreshments are available at each monthly Society program meeting and all other Society functions as required.

     G. Gift Shop Committee- This committee is responsible for the operation of the Gift Shop, including selection and purchase of items for sale, pricing of the items, inventories, displays, and staffing of the shop. The Chairperson shall also be responsible for the maintenance of records of purchases, sales, and sales tax collection. The Committee, with Board approval, may arrange for gift shop items to be sold at commercial outlets off-site.

     H. Exhibits Committee- The Exhibits Committee shall prepare and maintain rotating exhibits in the Museum and at the 1st National Gifts bank vault.

     I. Nomination Committee- This Committee, made up of Board members appointed by the President, will convene in April and develop a slate for expiring positions. The Committee will review the slate at the May Board meeting. The slate will be presented and voted for approval by the full membership at the June annual meeting.

Article VIII – Endowment Fund

     An Endowment Fund shall be administered by the Board of the SHS and kept in an appropriate account as determined by the Finance Committee.

     The SHS Board and the Finance Committee shall adhere to principles set forth for fiduciaries in Unified Prudent Investor Act (UPIA) and the Uniform Prudent Investor Act (UPIA).

Article IX – Amendments

     Amendments to these bylaws shall be introduced at a general meeting after review by the Board of Directors. At the next general meeting following this introduction, provided that all members are notified by phone, mail or email in advance of said meeting, amendments shall be enacted by a 2/3 vote of the members present and shall take effect immediately.

Article X – Parliamentary Authority

     Robert's Rules of Order shall govern The Society in all cases where they are not inconsistent with these bylaws.

Article XI – Dissolution

     A motion to dissolve The Society and terminate its activities shall be introduced at a general meeting after review by the Board of Directors. At the next general meeting following this introduction, provided that all members are notified by phone or mail in advance of said meeting the dissolution motion will be presented for a vote. Dissolution will require that 2/3 of the general members in attendance vote in its favor.

     Prior to dissolution, the Board of Directors shall be responsible for meeting all current requirements of state and local authorities.

     Upon dissolution, all records, documents, and artifacts in The Society’s possession shall be turned over to a similar organization that will continue the aims of The Society. All furniture and other non-historic items shall be given to the Village of Skaneateles.