BY-LAWS

HILLSBOROUGH HISTORICAL SOCIETY INC.

BY-LAWS, AMENDED

I. NAME

The organization shall be known as The Hillsborough Historical Society, Inc.

II. MISSION

This Society is formed for the stimulation, preservation and dissemination of significant and useful historical knowledge by such means as the acquisition, restoration and maintenance of historic buildings; the marking of historical sites; the sponsoring of lectures, events, essay and speaking programs in cooperation with schools or other organizations; by research and the publication of historical data, or by other appropriate means. To these ends it may acquire, hold, or dispose of real estate or personal property or raise funds for general or special projects by any legitimate means. While the history of Hillsborough and vicinity is the primary interest of the Society, this shall not exclude the cooperative undertaking of projects of chief concern to other relevant locations that have a historical significance and association. Additionally, the Society will be the special caretakers of the Manahan-Phelps-McCulloch photography collection, owned by the Hillsborough Historical Society and Daughters of the American Revolution artifacts which is owned by the town of Hillsborough, NH.

III. OFFICERS

The officers of the Society shall comprise of a President, Vice President, Secretary and Treasurer, whose term in the same office shall be two years, with the exception of the Secretary and Treasurer who may serve an indefinite term.
Three, (3) successive absences from Board meetings, without an appropriate reason, shall disqualify the office holder of that position.
Officers shall be elected at the annual meeting in October but shall not take office until January 1st of the following year. During the period from October to January 1st the newly elected President shall select Chairpersons for Administrative Committee(s), as identified in section V of these by-laws and special committees and shall be an ex-officio member of each.
The retiring officers during this interim period, and addition to their regular duties, shall provide advice and direction as required to the newly elected officers, and shall transfer all records, including budgets required for the next fiscal year, to their successors.
An Officer may be nominated to a second term in the same office if nomination is approved by majority vote of the Board. However, a newly elected officer filling out the term of a previously vacated office may serve one full term after completion of the unexpired term of the vacated office, provided he or she is reelected to such office by the Society.
The President shall be responsible for insuring that the mission of the Society is carried out efficiently and effectively.
The Vice President shall be responsible for the development and administration of key programs and special events held by the Society. The Vice President will also be a member of the Nominating Committee and will provide guidance and suggestions for acquisitions. The Vice President will act for the President in the event of the President’s absence.
The Secretary shall be responsible for the recording and distribution of the minutes of all Board and General Meetings of the Society. The Secretary will ensure that the membership roster is well maintained. The Secretary will also ensure that newsletters are distributed in a timely manner.
The Treasurer shall be responsible for filing all local, state and federal financial forms. The Treasurer will provide a recommended annual budget to the Board, track variances and approve all payments. Any expenditure outside normal operating expenses must be approved by the Board. Normal operating expenses as defined by the Board of Directors will be periodically reviewed and approved by the Board of Directors.

IV. BOARD OF DIRECTORS

The Board of Directors shall be elected for a term of two years at the Annual Meeting. The Officers, Directors, as listed below, and immediate past President, for an additional year, as an ex officio, shall comprise the Board of Directors, hereafter called the Board. The Board shall fill any vacancy until the next election; shall have the power to make changes in the schedule; to call special meetings; keep records; and to act on behalf of the Society. There shall be at least six Board meetings during the year, including the Annual Meeting. Directors of the Board will be comprised of the following:

A. Chairperson of the Manahan-Phelps-McCulloch Photography Collection Committee.
B. Chairperson of the Hillsborough Heritage Museum Committee.
C. Chairperson of the Publicity and Resources Committee.
D. Steering Committee member of the Hillsborough Living History Event Committee (HLHE). This Director will not be an elected position of the Society but rather appointed by the Board per the recommendation of the Hillsborough Living History Event committee. This will be an annual recommendation to the Board by the HLHE committee.

Meetings of the Board may be held with a one week minimum time notice, provided all Board members are contacted. The President or three Board members may call special meetings having a similar notice period as that of the Board’s.

V. COMMITTEES

There shall be the following committees of the Society whose duties are described in the “Description and Responsibilities of Officers, Directors, Committee Chairpersons and Committee Members”:

Administrative Committees:

A. Program / Hospitality Committee
B. Nominating Committee

Operating Committees:

A. Manahan-Phelps-McCulloch Photography Collection Committee
B. Heritage Museum Committee
C. Hillsborough Living History Event Committee
D. Publicity and Resources Committee.

Committees shall generally consist of at least two (2) members unless specified otherwise. Each chairperson shall choose committee members from the membership or the general public as the chairman deems fit. Special Committees may be appointed by the President when required.

VI. CONFLICT OF INTEREST

Any possible conflict of interest on the part of any member of the Board of Directors and employee(s) of the Hillsborough Historical Society, Inc. shall be disclosed in writing to the Board of Directors and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board of Directors. Where the transaction involving a Board member, or officer exceeds one thousand dollars, $1,000.00, in a fiscal year, a two-thirds vote of the disinterested Directors is required.
Every new member of the Board will be advised of this policy upon entering their duties of his or her office. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.

VII. NON-PROFIT STATUS

No Officer or member of the Board of Directors will take any action that might impair the 501 (c) (3) non-profit status of the Hillsborough Historical Society Incorporated.

VIII. MEMBERSHIP, DUES AND FISCAL YEAR

A member is any person who signifies an interest in the Society and pays dues. The member shall receive a membership card upon payment of dues as well as Society newsletters and invitations to events and the annual meeting.
Several categories of membership may be established or modified by the members of the Society at an annual meeting. When a new membership category is established, the initial annual dues for that category will also be established at that time.
Annual Dues for each category of membership may be modified periodically by a vote of the Board. If a change in annual dues is proposed, it should be considered and established no later than October prior to the year in which it will be implemented.
The Board may bestow Honorary Membership upon anyone who has given outstanding service to the Society or community. An Honorary Membership card shall be issued to the member and dated. An Honorary Membership may be either an annual or lifetime honorary. Annual dues for the Honorary Membership will be waived for the period of the Honorary Membership.
The Fiscal year of the Society shall be January 1 to December 31.
Members more than one year in arrears in the payment of dues shall be deemed inactive and shall not be entitled to participate in business meetings or hold office.

IX. MEETINGS

General and Business Meetings of the Society will be held throughout the year with the annual meeting to be held in October.

X. QUORUM

For all regular and special meetings of the Board, five (5) shall constitute a quorum.
At any general/business meeting of the Society, a quorum shall be a majority of Society members present.

XI. VOTING

All matters requiring a vote by a motion shall be determined by a majority of Society members present at said general, business or annual meetings.

XII. INDEMNIFICATION

In accordance with New Hampshire RSA 293-A:5, the Board of Directors may authorize Hillsborough Historical Society, (HHS) to pay the expenses incurred by, or to satisfy a judgement or fine rendered or levied against, a present or former director of HHS in an action brought against such person, whether or not HHS is joined as a party, when such expenses or charges impose a liability or a penalty on such person for actions alleged to have been committed by such person, or by HHS or both, while such person was a director; provided, that the Board of Directors determines that such director was acting in good faith within what was reasonably believed to be in the best interests of HHS. Payments authorized hereunder may include judgements paid and expenses incurred in settling any connection with any such claim or liability. The amount paid to any present or former director by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved.
In order to assure the intent of Article XII the Board of Directors will acquire and maintain adequate insurance to meet the provisions set forth in Article XII.

XIII. AMENDMENTS OF REVISION

Amendment or revision of the By-Laws shall be made by a majority vote at any business meeting provided each amendment or revision has been submitted in writing thirty [30] days in advance of the next business meeting.
Roberts Rules of Order, Revised, shall be the authority for conducting all meetings.
Modifications or revisions of the “Descriptions and Responsibilities of Officers, Directors, Committee Chairpersons and Committee Members” may be made by a majority vote of the Board of Directors.

XIV. DISSOLUTION OF THE HILLSBOROUGH HISTORICAL SOCIETY

The dissolution of the Society may occur upon:

1. The inability of the Society to maintain a Board of Directors or
2. By a super-majority vote of the Board of Directors with the consent of the majority of Society members present at a posted business meeting. or
3. Failure to maintain a non-profit charitable status corporation as a 501 (c ) (3) or
4. Bankruptcy or exhaustion of all capital assets or
5. As determined by any court of county, state or federal jurisdiction.

Upon dissolution, assets, both capitalized and not, will be distributed as follows, subject to the terms of any bequests or gifts.
To the State of New Hampshire and its applicable departments as it might pertain to the Franklin Pierce Homestead Historic Site:

1. All collections so annotated previously by the Society as being appropriate and assigned to the site.
2. All equipment and fixtures so provided by the Society for the operation of the Homestead.
3. All restricted funds in the Society’s financial accounts so designed for the Franklin Pierce Homestead Historic Site and collected for application to such.

To the Town of Hillsborough:

1. All collections and fixtures housed in the Hillsborough Heritage Museum or Annexes having been utilized by the Society in this manner.
2. If allowed by law, all remaining restricted and non-restricted funds for the purpose of maintaining the Hillsborough Heritage Museum, any Annexes and collections; or if not allowed by law;

To the New Hampshire Historical Society:

1. Any and all of the funds described above not accepted by either the State of New Hampshire or the Town of Hillsborough for the purposes outlined.

These By-laws are amended effective Thursday, January 28, 2016, per vote of Hillsborough Historical Society general meeting. These amended By-Laws supersede all previous amendments dating as early as January 1, 2015.