Portsmouth Historical Society By-laws
(revised 20 June 2018) (revised 18 November 2019)
Section I Name
The name of this organization is the Portsmouth Historical Society, hereinafter referred to as “the Society.”
Section II Object
The object of the Society shall be to collect and preserve the artifacts, photographs, documents, publications, genealogical records and other items that relate to the history of Portsmouth, Rhode Island, and to act as a resource center for the education of the public regarding the history of Portsmouth, Rhode Island. The Society shall maintain its buildings and grounds.
The Corporation is organized exclusively for charitable, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
Section III Membership
Those whose annual dues are current are considered members. Honorary memberships, in lieu of annual dues, may be granted to individuals, organizations or other groups who provide significant or reciprocal support to the Society, and for a period as determined by a vote of the Board. Individual, honorary, corporate, organization and other group members have one vote each; family membership have two votes each membership.
Section IV Board of Directors
The Board of Directors ( i.e., “the Board”) shall consist of the no more than 15 Directors. Each year, five directors shall be elected, or re-elected, by a Board meeting vote, for a three year term. Should a member be unable to serve out her/his term, the Board shall appoint, by a simple majority of a quorum present, a member to complete the term. The Director of the Portsmouth Free Public Library shall be an Ex-Officio member of the Board without voting privileges. The Board may also appoint members of the Board – Emeritus without voting privileges.
The Board shall have all corporate authority, except such powers as are otherwise provided in these by laws and the laws of the State of Rhode Island, to conduct the affairs of the Corporation in accordance with these by laws.
Section V Officers
From the list of Directors, the officers of the Society shall be elected by the Board and shall hold their respective offices for one year. In the event an officer is unable to complete his/her term, the Board shall appoint a member, by a simple majority vote of a quorum of Board members present to complete the term. There shall be a President, a Vice president, a Treasurer, a Corresponding Secretary, a Recording Secretary and the Curator.
Section VI Duties of Officers
President. The President shall preside at all meetings of the Society, preserving order (subject to appeal.) . Except as otherwise specified in these by-laws, the President may make decisions on behalf of the Society with the advice of other Board and Committee members.
Vice President. In the absence of the President, the Vice President shall assume the duties of President..
Treasurer. The Treasurer shall handle the funds for the Society, paying the Society’s just and due bills. The Treasurer shall, in conjunction with the President and the Board, file any legally required forms and reports to governing authorities in a timely manner. The Treasurer shall prepare a monthly report of Society finances and an annual report of financial status for the President to deliver at the Annual Meeting.
Recording Secretary. The Recording Secretary shall keep accurate records of all meetings and maintain all other official documents and act as the recorder for the Board and for General Membership Meetings.
Corresponding Secretary. The Corresponding Secretary shall maintain membership records and send notices of meetings and newsletters at the direction of the President. The Corresponding Secretary, at the discretion of the Board, will send such social correspondence as notes of thanks, invitations, membership card and cards of concern.
Curator. The Curator Chairs the Curator’s Committee and is responsible for display, management and care of the historical collections of the Society aside from buildings, grounds and physical Infrastructure and is also responsible for arranging exhibits.
All officers of the Society shall pass appropriate records on to their successors.
Section VII Dues
New membership years begin on the anniversary Month of joining the Society. The amount of dues shall be determined by a Board vote prior to the Annual Meeting.
Section VIII Committees
The Board may, by general resolution, delegate to committees such powers as they deem appropriate.
Executive Committee. The Executive Committee shall be composed of the Board Officers and Chairs of Committees. The Executive Committee is charged with making decisions concerning the administration and operation of the Society. A quorum of the Executive Committee shall consist of at least three members.
Each Committee shall have a chair appointed by the Board for a term determined by the Board. Committees shall meet as often as necessary to conduct their duties and not less than bi-monthly (except as otherwise specified below). Committee Chairs shall provide a status report for their respective committees either in writing or in person at each regular Board Meeting.
Any member may serve on the Society’s Committees.
Standing Committees shall include the following:
The Curator’s Committee is responsible for display, management and care of the historical collections of the Society aside from buildings, grounds and physical infrastructure and is also responsible for arranging exhibits.
Docents Committee is responsible for greeting museum guests and explaining our exhibits. Docents are the core of the Society and vital to our mission of educating the public about Portsmouth’s history.
The Outreach and Education Committee is responsible for outreach to Portsmouth schools, other community organizations and the community at large to educate the public about Portsmouth’s history.
The Membership Committee is responsible for membership drives, collecting dues and assisting the Corresponding Secretary in administering the membership list.
The Programs/Events Committee is responsible for scheduling and organizing Society public events and programs.
The Finance Committee is responsible for reviewing and advising the board on Society financial, fundraising and grant management. The Finance Committee shall have at least three members, one of which will be the Treasurer (adopted by vote Nov 18, 2019).
The Building/Grounds Committee is responsible for maintenance and upkeep of Society buildings, interior furnishings and grounds.
The Public Relations Committee is responsible for marketing Society memorabilia and promotional merchandise, and promoting Society events and activities. The Webmaster is a subset of this committee that manages the Society web page and e-media (e.g., Facebook, etc.) platforms and assists the Corresponding Secretary in electronic transmission of information.
The Nominating Committee is responsible for forming prospective nominee lists for election of prospective or re-election of present Board members and officers at ends of terms and when vacancies exist. They shall meet only as necessary.
Special Committees or Sub-committees shall be formed by the Board for specific purposes. Special committees and subcommittees shall have specific requirements for dissolution (e.g., time or event).
Section IX Alteration to By-laws
Alterations to by-laws shall be made after written notice is sent to members. Changes to the by-laws shall be agreed to by the Board and approved by a Board vote.
Section X Meetings and Quorums
The Board shall normally meet monthly. Special Board meetings shall be held as requested by the President or if requested by at least three Board members. A Board quorum shall consist of not fewer than five Board members and votes shall be by a simple majority of the quorum of Board members present.
General Membership Meetings shall be held at times directed by the Board. At least one Annual Members Meeting shall be held at which time the President shall provide a report on the state of the Society and its financial status. Special membership meetings may be called at any time by the President or at the request of three members of the Board or ten general members. . A general membership quorum shall consist of no fewer than 12 members and votes shall be with a simple majority of the quorum of members present.
All meetings shall be conducted in accordance with Roberts Rules of Order.
Section XI Dissolution
The dissolution of the Society may be proposed by the Board and authorized by two-thirds majority vote of the membership at any regular or special meeting duly called for such purpose. In the event of dissolution, as provided herein, all property and funds owned by or owed to Society shall be contributed to such non-profit charitable, educational or literary organization or organizations as a majority of the Board may determine.
(Approved at a membership meeting 20 June 2018 and November 2019. All previous versions were declared null and void.)