Article I – Name, Location, and Purpose

Section 1.   The name of this corporation shall be the Canton Historical Society (hereinafter called “CHS”), with its principal office in Canton, Maine.

Section 2.  The fiscal year of the corporation shall coincide with the calendar year. 

Section 3.  The purposes of this corporation are to cultivate social interaction and friendship among its members; to collect and preserve data touching the history of Canton, Maine; to collect and preserve articles, specimens, material objects illustrative and demonstrative of the customs, modes, and habits of former times in Canton; to do all acts necessary and convenient for the furtherance and promotion of the aforesaid purposes; to exist under the laws of Maine as a corporation without capital stock and not for pecuniary profit.

Article II – Membership

Section 1.  Any person or organization desiring to promote the purposes of the CHS shall be eligible for membership in the corporation.

Section 2.  Active members of the CHS comprise all persons or organizations that have paid the current membership dues. 

Section 3.  The Board of Directors of the CHS shall periodically determine membership categories (e.g. individual, student, organization, etc.) and dues.

Section 4.  Each membership, regardless of category, is entitled to one vote at the CHS Annual Meeting.   Each organization holding such membership shall be entitled to one voting representative in the corporation.  To exercise full privileges in the corporation, an organization must file the name of its representative with the CHS Secretary.

Section 5.  Dues must be received prior to the commencement of the Annual Meeting for the member to have a vote at the said meeting.


Article III – Board of Directors 

Section 1.  The Board of Directors (hereinafter called “the Board”) of the CHS shall be elected by the general membership at the Annual Meeting of the corporation.

Section 2.  The Board shall have the responsibility for the business and affairs of the CHS, including establishing all CHS policies, approving annual and long-range plans, setting budgets, and authorizing the expenses of the corporation.

Section 3.  The Board shall consist of the four (4) officers described in Article IV and not more than five (5) additional directors.  Board members shall serve for a term of three years; the terms shall be staggered so that approximately one-third of the directors are elected each year.  Board members may succeed themselves.

Section 5.  Candidates for the Board must be active CHS members prior to their election.

Section 6.  Vacancies occurring between annual meetings may be filled by a vote of the Board.  The replacement shall serve out the remainder of the unexpired term. 

Section 7.  Any member of the Board who shall be absent from three meetings a year without presenting satisfactory excuse or who has failed to maintain membership in the CHS may be removed from the Board by a majority vote of the Board members.  Such action shall not be taken until said Board member has been notified in writing and provided an opportunity to respond. 

Article IV – Officers

Section 1.  The officers of the organization shall be President, Vice President, Secretary, and Treasurer.

Section 2.  The officers shall be elected at the CHS Annual Meeting.  At said meeting, the nominating committee shall propose a slate of officers, which shall be subject to additional nominations from the floor.  The election of officers shall be by majority vote of attendees of said meeting.

Section 3.  Each officer shall serve a term of approximately one year until the next annual election of officers.  Officers may succeed themselves.

Section 4.  In case of a vacancy in the office of President, the Vice President automatically becomes President.  The Board shall fill vacancies in other offices until the next annual meeting; vacancies shall be filled by a majority vote of the Board.


Article V – Duties of Officers

Section 1.  The Officers shall perform the duties prescribed by these by-laws.

Section 2.  The President shall be the chief executive officer of the corporation and shall exercise general supervision over its interests and welfare.  He/she shall preside at all meetings of the corporation.  He/she shall be ex-officio member of all committees, except the Nominating Committee.  He/she shall preside over the Annual Meeting and present the CHS annual reports.

Section 3.  The Vice President shall perform the duties of the President in the absence of that officer.  The Vice President shall have such additional duties as may from time to time be assigned him/her by the President or the Board.

Section 4.  The Secretary shall keep a record of the proceedings of the meetings of the corporation and the Board and disseminate them to the Board in a timely manner.  He/she shall keep a list of names and addresses of members of the corporation.  He/she shall be custodian of the seal and all records of the corporation not in the charge of other officers.  The Secretary shall give notice of meetings and shall conduct such correspondence as the corporation and the Board may direct.

Section 5.  The Treasurer shall collect the dues, receive the funds of the corporation and deposit them in such bank or banks as the Board may select.  He/she shall draw thereon by check for payment of bills approved by the corporation.  Annually, or more often if so ordered by the Board, the Treasurer’s account shall be audited by the officers of the corporation.  The Treasurer shall present a financial statement at the March monthly meeting covering the previous fiscal year.  The Treasurer shall prepare and file on behalf of the CHS its annual financial reports and returns as may be required from time to time to maintain the corporation in good standing under the law.

Article VI – Meetings and Elections

Section 1.  Regular monthly meetings of the corporation will be held on a schedule determined by the Board.

Section 2.  Special meetings of the corporation may be called by the President, any three directors, or upon the written request of seven corporation members to the Board.

Section 3.  The December meeting of the corporation shall be the Annual Meeting of the general membership.  Before this meeting, notice shall be given by the Secretary to all members of the corporation by posting such notice in a conspicuous public space, such as the CHS site on the Internet.  The Annual Meeting shall be held for the purpose of receiving reports from the officers and committees, electing directors and officers, and for any other business that may arise.

Section 4.  At least 30 days prior to the Annual Meeting of the membership, the Board shall elect a Nominating Committee of three members, two of whom shall be from the Board and one from the general membership.  It shall be the duty of this committee to nominate candidates for each open vacancy on the Board, as well as, the officer positions.  The Nominating Committee shall send a report of its nominations to the Secretary in time for the announcement to the membership at least seven days before the Annual Meeting.

Section 5.  Additional nominations for these positions may be made from the floor of the Annual Meeting provided the nominee consents and at least five members of the corporation vote to support adding the nominee to the slate of candidates.

Section 6.  The election of officers and directors at the Annual Meeting shall be by majority vote of active members attending said meeting.  Ten (10) active members present shall constitute a quorum for this election and the transaction of business of the Annual Meeting.

Section 7.  At the regular monthly and special meetings, the presence of three (3) members of the Board shall constitute a quorum.  Motions put up for a vote shall be decided by a majority of the Board members in attendance.  Prior to voting on motions, the Board members may seek input from all members of the corporation in attendance.

Article VII – Committees

Section 1.  Standing and temporary committees of the CHS may be formed or dissolved by the Board at the annual or regular meetings.

Section 2. Each standing committee will strive to include at least one member from the general membership, i.e. not a member of the Board. 

Section 3.  Each committee shall have a designated chairperson and be charged with specific tasks.  The CHS Secretary shall keep a record of the purpose and the names of the members of each committee. 

Section 4.  Committee chairpersons shall keep accurate notes of their meetings and provide progress reports to the Board. 

Article VIII – Parliamentary Authority

Section 1.  The rules contained in the latest Robert’s Rules of Order shall govern the meeting of the corporation in all cases to which they are applicable and in which they are not inconsistent with the charter of these by-laws.

Article IX – Spending Authorization 

Section 1.  Expenses incurred by any member in the course of carrying out CHS activities may be reimbursed if the expenses adhere to the spending authorization regulations detailed in this article. 

Section 2.  Expenditures of less than $500 to reimburse members for expenses may be authorized by the Treasurer.

Section 3.  Expenditures of $500 to $1,000 must have approval in advance by both the President and Treasurer.

Section 4.  Expenditures greater than $1,000 must have approval in advance by a majority vote of the Board members.

Section 5.  In the case of an “emergency” any two Board members may authorize expenditures to address the immediate cause of the “emergency.”  For this purpose, an “emergency” is defined as an incident that could not have been reasonably foreseen, can not be addressed in a timely manner by the regulations detailed in Article IX, Sections 2-4, AND if left unresolved would have an additional adverse impact on the interests of the CHS.

Section 6.  These spending limits shall be reviewed periodically by the Board and can be changed by a majority vote of the Board members.

Article X - Dissolution

Section 1.  In the event of the dissolution of this corporation, all assets remaining after the payment of legal obligations shall be distributed to an organization or organizations qualified as exempt under provision of 501 (c) of the Internal Revenue code of 1954 as amended, or shall be distributed to the federal government, or to a state or local government, for a public purpose.   

Article XI – Amendments to by-laws 

Section 1.  These by-laws may be amended by a two-thirds vote of the members present at any annual, regular, or special meeting of the corporation.

Revised October 11, 2017