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CONSTITUTION
OF THE CHESTER HISTORICL SOCIETY, INC.
Chester, Morris County, New Jersey
Article I
The name of the organization shall be the Chester Historical Society.
Article II
Purpose
1) The purpose of the Society shall be to encourage and ensure the preservation, protection, organization, and management of materials with present or potential historical value relating to Chester Borough and Chester Township.
2) The Society shall provide access to materials, as far as feasible, for examination, study, or research.
3) The Society shall encourage the preservation and protection of buildings, monuments, and sites of present or potential historical value relating to Chester Borough or Chester Township.
4) The Society shall encourage cooperation with other historical societies to collect and preserve material and information of statewide significance.
5) The Society shall be a Nonprofit Public Benefit Corporation within the meaning of Section 501(c)(3) of the Internal Revenue Code.
6) The Society shall be organized and operated exclusively for charitable, educational, scientific and literary purposes. The assets of the Society shall be used exclusively for such purposes and no part shall benefit any private individual or commercial purpose.
Article III
Membership
Membership shall be of five classes:
- Individual – Any individual.
- Family – Any household, including minor children.
- Business – Any company, corporation or foundation.
- Life – An individual paying a one-time fee.
- Honorary – May be granted by the Board of Trustees to any person whose activities have exceptionally contributed to the objectives of the Society.
Article IV
Meetings
Annual, Board, and Special Meetings of the Society shall be held as stipulated in the By-Laws.
Article V
Officers and Trustees
1) The Board of Trustees shall consist of Officers and Trustees.
2) Elected Officers of the Society shall be President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer.
3) There shall be a minimum of four and a maximum of eight elected Trustees.
4) The term of office for Officers shall be two years. The President and Recording Secretary shall be elected in “even” years. The Vice President, Corresponding Secretary, and Treasurer shall be elected in “uneven” years.
5) The term of office for Trustees shall be two years.
6) A nominating committee, appointed by the Board of Trustees, shall present the nominations for Officers and Trustees to the members, thirty days prior to the Annual Meeting.
7) Any candidate for office shall be a member.
8) All Officers and Trustees shall be elected by a plurality of votes cast at the Annual Meeting by the members present.
9) Officers and Trustees elected at the Annual Meeting shall take office as of the commencement of the ensuing fiscal year and shall serve without compensation.
10) In the event of the resignation or incapacity of the President, the vacancy shall be filled by the Vice President whose office shall then be filled by vote of the Board of Trustees. In the event the Vice President is unwilling or unable to assume the office of President, the Board of Trustees shall elect a new President for the remainder of the unexpired term. In the event of the resignation or incapacity of any other Officer or Trustee, the Board of Trustees shall vote to fill the unexpired term.
Article VI
Amendments
1) This Constitution may be amended at an Annual or Special Meeting by a two-thirds vote of members present.
2) All proposed amendments shall be submitted in writing to the Recording Secretary at least fifty days prior to the Annual or Special meeting.
3) The Recording Secretary shall notify all members of the Society in writing of the proposed amendments to this Constitution at least thirty days prior to the Annual or Special meeting.
Article VII
Dissolution
1) Upon liquidation or dissolution, all properties, assets and obligations of the Chester Historical Society, Inc. remaining after payment of outstanding debts and liabilities, shall be distributed and paid to an organization or organizations whose purposes are similar to the purposes of the Chester Historical Society Inc. The recipient organization(s) shall be dedicated to the exempt purposes specified in Section 501(c)(3) of United States Internal Revenue Code.
2) A resolution containing all proposed details of the dissolution and distribution of assets shall be prepared by the Board and brought to the membership for a vote at an Annual or Special Meeting. The Recording Secretary shall notify all members in writing of the resolution thirty days before the Annual or Special Meeting. In the event there are not enough members to constitute a quorum at such a meeting, the Board shall vote on the resolution. Passage of the resolution requires an affirmative vote of seventy-five percent of members present. With an affirmative vote the Board shall proceed with the dissolution as outlined in the resolution. The Board shall notice and provide the IRS and the New Jersey Attorney General with any and all documents they require.
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BY-LAWS
OF THE CHESTER HISTORICAL SOCIETY, INC.
Chester, Morris County, New Jersey
Article I
Membership and Dues
Sec. 1 Any person or organization interested in the objectives of the Society who pays the annual dues shall become a member.
Sec. 2 Membership shall consist of five classes per Article III of the Constitution. Each membership class shall have one vote.
Sec. 3 Dues for each class shall be determined by the Board of Trustees.
Sec. 4 Dues are payable annually on October 1. Members current in their annual dues are members and eligible to vote at Annual and Special Meetings. No reimbursement shall be made to members resigning their membership.
Sec. 5 Dues paid after June 1 shall be considered advance payment for the following fiscal year and eligibility for voting shall start the following fiscal year.
Article II
Schedule and Quorum for Meetings
Sec. 1 The Annual Meeting of the Society shall be held within a ninety day period prior to the end of the fiscal year at a time and place specified by the Board of Trustees. Notice to all members including a proposed agenda shall be made thirty days prior to the Annual Meeting.
Sec. 2 Special Meetings may be called by the President or by any five members who may collectively petition the President to call a Special Meeting. The Special Meeting shall be scheduled no later than fourteen days after the petition has been received and notice to the general membership shall be given at least seven days prior to the meeting.
Sec. 3 At the Annual Meeting or Special Meeting(s) one-fifth of the members and a majority of the Board of Trustees including two Officers shall constitute a quorum.
Sec. 4 At any meeting of the Board of Trustees, a majority of Board members, including three Officers, shall constitute a quorum.
Sec. 5 The Board of Trustees shall meet at least once every two months.
Article III
Duties of the Officers and Trustees
Sec. 1 The President shall have executive supervision over the activities of the Society within the scope provided by the Constitution and these By-Laws. The President shall preside at all meetings. The President shall report annually on the activities of the Society.
Sec. 2 The Vice-President shall assume the duties of the President in the event of the President’s absence, incapacity, or resignation.
Sec. 3 The Recording Secretary shall keep the minutes of the meetings of the Society and meetings of the Board of Trustees of the Society. The Recording Secretary shall maintain a list of the members.
Sec. 4 The Corresponding Secretary shall be responsible for collection of mail addressed to the Society and for all correspondence as directed by the President and/or members of the Board of Trustees.
Sec. 5 The Treasurer shall be responsible for the safekeeping of Society funds and shall maintain adequate financial records. The Treasurer shall deposit all funds received by the Society with a reliable financial institution in the name of the Chester Historical Society Inc. The Treasurer shall prepare and submit an annual budget for approval by the Board and shall prepare and submit a monthly report to the Board. The Treasurer shall render an annual report based on the fiscal year and shall be responsible for submitting all financial reports which may be required by various government agencies.
Sec. 6 The Board of Trustees of the Society shall have the power to conduct all affairs of the Society within the limitations imposed elsewhere in the Constitution or these By-Laws. They shall decide questions of policy and perform such other functions as designated in the Constitution or By-Laws.
Article IV
Committees
Sec. 1 The President shall appoint committees (Standing or Special) as directed by the Board of Trustees. A Standing Committee is one whose function is determined by continuous need. A Special Committee is one whose function and duration shall be determined by its specific need.
Article V
Finances
Sec. 1 The fiscal year shall be October 1 through September 30.
Sec. 2 Any expenditure in excess of three percent of the financial assets of the Society shall be approved by a majority of the members present at an Annual or Special Meeting of the Society.
Sec. 3 All expenditures in excess of the approved annual budget items shall be pre-approved by the Board.
Sec. 4 Total proposed expenditures in excess of one hundred and fifty percent of the previous year’s budget shall require approval from a majority of the members at an Annual or Special Meeting.
Sec. 5 The Society’s investment assets shall be held in a “mutual fund only” account with a financial institution whose funds have a fidelity bond or insurance, e.g. Vanguard. The investment portfolio shall have preservation of capital and steady generation of income as primary goals.
Sec. 6 The Board shall annually appoint a Certified Public Accountant to review the Society’s financial records and provide a report to the Board. The Board shall make the report available to any member who requests it.
Article VI
Parliamentary Procedure
Sec. 1 The rules contained in Robert’s Rules of Order shall govern the proceedings of the Society except in such cases as governed by the Constitution or By-Laws.
Article VII
Amendments to the By-Laws
Sec. 1 These By-Laws may be amended at an Annual or Special Meeting of the Society by a two-thirds vote of members present.
Sec. 2 All proposed amendments shall be submitted in writing to the Recording Secretary at least fifty days prior to the Annual or Special Meeting.
Sec. 3 The Recording Secretary shall notify all members in writing of the proposed amendments to these By-Laws at least thirty days prior to the Annual or Special Meeting.
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