Kent Historical Society, Inc.
P.O. Box 651
Kent, Connecticut 06757
Below is a draft of the proposed revisions to the Kent Historical Society’s Constitution and By-Laws. These changes will facilitate smoother running of the KHS, and also bring the various board member terms into chronological alignment. These changes will be voted on by the entire membership of the KHS in attendance at our Annual Meeting, which will be held 2:00 p.m. Sunday, October 16, 2016, at Kent Town Hall, at 41 Kent Green Blvd.
Constitution and By-Laws of the Kent Historical Society
[A note to members: Proposed changes to the by-laws are indicated in boldface.]
The primary mission of the Kent Historical Society, a donor-supported nonprofit organization, is to collect, preserve, interpret and present the rich history of Kent as well as to provide educational and research material to enrich the public understanding of Kent’s artistic and cultural heritage.
VISION STATEMENT: The prized possession of the Kent Historical Society is Seven Hearths, a large pre-Revolutionary house. As the flagship of the Flanders National Historic District, and the only original building open to the public, Seven Hearths offers a unique view of the early development of the Town of Kent. For much of the twentieth century it was the home and studio of noted New York artist George Laurence Nelson.
- The name of this organization shall be The Kent Historical Society, a registered not-for-profit 501(c) 3 corporation.
- The purpose of this organization shall be to discover, preserve and restore historical material relating to Kent, Connecticut.
- The property and affairs of the Society shall be under the care and management of seven Trustees and four Officers who are members of the Society. Trustees shall be elected at the Annual Meeting by a majority of the KHS membership in attendance each year for a staggered term of three years, and Officers with a term of three years. Officer terms and trustee terms are separate.
- At this time, the Officers of the Society shall be a President, a Vice President, a Secretary and a Treasurer. These four officers constitute the Executive Committee. Duly deliberated alternate structures also can be adopted.
- It shall be the duty of the President to preside at all meetings of the members and meetings of the officers and trustees, and the President shall have concurrent authority with the Secretary to call such meetings.
- It shall be the duty of the Vice President to preside at meetings of the members and meetings of the officers and trustees in the absence of the President, and to assist in the stewardship and the finance activities of the KHS.
- It shall be the duty of the Treasurer to receive and safely keep the money, funds and securities belonging to and which may be acquired by the Society; to invest same as directed by the Officers and Trustees; and to enter regularly in books kept for that purpose all money and income received by the Treasurer in said capacity and the source of the same, and of all money disbursed by the Treasurer on behalf of the Society and for what purpose and to whom the same was paid, to take records for said payments, which books and vouchers shall at all reasonable times be open to inspection of the members, Trustees and Officers of said Society. The Treasurer shall make a report at each Annual Meeting of the receipts and disbursements during the year, which report shall also contain an inventory of the Society’s funds.
- It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings, and to prepare and transmit to the members or the Officers and Trustees, as the case may be, the notices required by these by-laws, except as the same may be issued by the President.
- The Board shall consist of the Officers and Trustees of the Society. The powers of this Society shall be exercised by, and the control and management of its property and affairs shall be vested in, the Executive Committee who shall be fully empowered to enforce the provisions of this Society’s Certificate of Incorporation, and to make, amend and enforce by-laws and regulations for the government of such Board and for the government of this Society.
- The Board shall meet at least four times a year. Other meetings of the Board shall be called by the President or at the request of three board members. Other meetings may be called by the President or at the written request of seven members of the Society. At any board meeting, seven shall constitute a quorum.
- At least three days’ notice shall be given for meetings of the Executive Committee, which notice may be oral or written, and four shall constitute a quorum.
- In case of a vacancy among the Board of Trustees, the Board may name a member to complete the unexpired term, effective until the next election.
- Committees and/or task forces shall be appointed by the President, with counsel from the Board.
- EXECUTIVE DIRECTOR: An Executive Director of the Kent Historical Society may be named by the Board upon recommendation from a subcommittee of the board. Compensation for the Executive Director shall be determined by the Executive Committee, and approved by the full board.
- The Annual Membership Meeting normally shall be held in October, at a time and place selected by the Executive Committee, with proper notice given to all members at least five days in advance. The purpose of the Annual Meeting shall be to elect Trustees and Officers. This meeting will also hear the Minutes of the previous Annual Meeting, the Report of the Treasurer and any other reports, and transact such business as is proper to come before said Annual Meeting.
- At any membership meeting, seven members shall constitute a quorum.
- Membership shall be open to any person who is interested in the purpose of the Society upon payment of the membership fee. Honorary membership may be conferred by the Executive Committee, giving consideration to the member’s long-standing interest in the Society, either by active participation and/or financial aid.
- It shall be the duty of the Treasurer to collect, record and acknowledge receipt of membership fees. Any member whose dues remain unpaid for two years may be dropped after second notice is given.
- The fiscal year of this Society shall begin on the first day of October in each year, and shall end on the thirtieth day of September.
- In the event that the Kent Historical Society, Incorporated, shall be dissolved, the funds of said Kent Historical Society, Incorporated, shall be allocated to the Kent Library Association, Inc. for the maintaining and preservation of all records of the Kent Historical Society, Incorporated, on file in the archives of the Kent Historical Society.
- These By-Laws may be altered, amended or repealed, or new by-laws may be made, by the Board at any regular or special meeting called for that purpose, by a majority of the Board, provided that the proposed amendment action has been submitted to the Board members not less than five days in advance. By-laws altered, amended or made by the Board may be altered, amended, repealed or ratified by a majority vote of those present at a general membership meeting.
Adopted July 31, 1968
Revised October 2012
Proposed revision June 20, 2016