Portsmouth Historical Society By-Laws
Article I. Membership.
Section 1.01. The Officers and Trustees shall from time to time establish and define categories of membership in the Society. Section 1.02. Any member of the Society who has paid dues by April 1 shall be considered a member in good standing and shall have one vote at the annual meeting or at any special meeting of the Society. Section 1.03. Anyone granted membership by the Officers and Trustees, including but not limited to trial, gift, and honorary memberships, shall be considered a member in good standing and shall have one vote at the annual meeting or at any special meeting of the Society.
Article II. Dues.
Dues for the various membership categories shall be set by the Officers and Trustees when the categories are created or changed and shall be reviewed at least once annually.
Article III. Elected Officers.
Section 3.01. The officers of the Society shall consist of a President, a Vice President, a Secretary, a Treasurer, and up to 15 Trustees. Section 3.02. The Board of Trustees shall consist of the 15 elected Trustees together with the President, Vice President, Secretary, and Treasurer as ex officio members. Section 3.03. The President, Vice President, Secretary, and Treasurer shall be chosen by ballot by the voting members present at the annual meeting, each to serve for a term of two years. A number of Trustees sufficient to bring the total number of Trustees to 15 shall likewise be chosen at the annual meeting, each Trustee to serve for a term of three years. Section 3.04. The President shall not be eligible for re-election after serving four consecutive terms, and no Trustee shall be eligible for re-election after completing two full three-year terms until the passage of one year following the expiration of those terms. Section 3.05. Should any position on the Board of Trustees or among the officers of the Society become vacant, the President, with the majority vote of the remaining Trustees, may appoint someone to fill the vacant position until the next Annual Meeting. The appointee may then be nominated for a full term. [Sec. 3.05 added by amendment at the annual meeting on April 29, 2004.]
Article IV. Duties of officers.
The duties of the officers shall be the same as those required of similar officers under the laws of this state.
Article V. Meetings.
Section 5.01. The annual meeting of the Society shall be held in Portsmouth, on a date chosen by the Board, traditionally the last Thursday in April, and due notice of such meeting shall be given. Section 5.02. Special meetings of the members may be called by the President or, in his or her absence, by the Vice President. Notice of special meetings shall be given in a newspaper of general circulation published in Portsmouth. Section 5.03. Meetings of the Board of Trustees may be called at any time upon reasonable notice given by the President.
Article VI. Committees.
Section 6.0l. The Board of Trustees shall act as a committee of the whole in all matters. Section 6.02. All committees shall be appointed by the President with the concurrence of the Board of Trustees. Section 6.03. The President, with the concurrence of the Board of Trustees, may create special committees as needed.
Article VII. Standing Committees.
Section 7.01. The Buildings and Grounds Committee and its chair shall be appointed annually by the President with the concurrence of the Board of Trustees. The Buildings and Grounds Committee shall work with the staff and advise the Board on maintenance and restoration issues pertaining to the Society’s properties. Section 7.02. The Collections Committee and its chair shall be appointed annually by the President with the concurrence of the Board of Trustees. The Collections Committee shall administer the collections policy and shall work with and advise the House Director on arrangement and display of furnishings and artifacts and on the development of museum tours. Section 7.03. The Finance Committee and its chair shall be appointed by the President with the concurrence of the Board of Trustees, provided that one member shall be the Treasurer ex officio. The Finance Committee shall advise the Trustees with respect to the financial affairs of the Society and shall prepare an annual budget. Section 7.04. The President, with the concurrence of the Board of Trustees, shall appoint other committees and chairs of committees to advise the Board in such areas as membership, fundraising and development, programming, publicity, personnel, nominations, executive functions, and strategic planning and in any other areas needed for the efficient work of the Society.
Article VIII. Staff officers.
Section 8.01. The President, with the concurrence of the Board of Trustees, shall appoint a House Director and such additional staff officers as may be required for carrying out the purposes of the Society.
Article IX. Fiscal year.
The fiscal year of the Society shall be the calendar year.
Article X. Transactions Involving Directors, Officers, and Trustees.
In accordance with N. H. R. S. A. 7:19 (II) and 7:19-a, directors, officers, and trustees of the Portsmouth Historical Society shall serve on the governing board only for the charitable purposes of the organization. Under no circumstances, is the Historical Society to lend money or property to any Board member or to sell or lease land to or from a Board member without court approval or do business with any director, officer, or trustee that is unfair to the Society or impairs the Society’s ability to perform its mission. Transactions between the Society and its trustees for less than five hundred dollars ($500.00) in any fiscal year are permissible only if they are in the Society's best interest. In the event that the total of all transactions between the Society and the trustee exceeds five hundred dollars ($500.00) in any fiscal year, goods or services purchased by the Society from a trustee must be in the ordinary course of the Society’s business and the charge must be the actual, reasonable, or discounted cost, and the trustee in question must disclose the details of the transaction to the Board and must not participate in the discussion or vote on the transaction. A two-thirds (2/3) majority of the Board of Trustees (who have not themselves sold goods or services to the Society in the last fiscal year) must find that the transaction is in the Society’s best interest, and the Board must keep written minutes regarding its action and must keep a list of all the directors with whom the Society does business. If the total amount of the transaction between the Board member and the Society exceeds five thousand dollars ($5,000.00) in one fiscal year, the Society must comply with the above requirements and must publish a notice in a newspaper of general circulation in Portsmouth, New Hampshire, and must give notice to the Attorney General before consummating such transaction.
Article XI. Section 11.01.
The Board of the Historical Society shall have at least five voting members who are not of the same immediate family or related by blood or marriage. Section 11.02. No employee of the Historical Society shall hold the position of chairperson or presiding officer of the Board except with the approval of the New Hampshire Director of Charitable Trusts after application. Section 11.03. The provisions of R. S. A. 7:19-a are hereby adopted.
Article XII. Amendment.
These bylaws may be altered, amended, or repealed, and others may be adopted, by a majority vote of the members present at any annual meeting or at any special meeting when notice of such proposed alteration, amendment, or repeal is given in the announcement for such special meeting.
- Approved April 25, 2002
- Amended April 29, 2004
- Amended April 28, 2005