BYLAWS

of the

HISTORIC AMSTERDAM LEAGUE

Amsterdam, New York

 

ARTICLE I

Name

 

Section 1 – Name: The name of this organization shall be the Historic Amsterdam League.

 

Section 2 – Seal: The organization shall have a seal which shall be in the following form: round with the emblem of the organization centered and bearing on the outer edge the words “Historic Amsterdam League Founded AD 2010 AUC 125.” The emblem shall be of the design approved by the majority vote of the membership, a certified copy of which be maintained by the Secretary in the organizational records

 

Section 3 – Changes to Name, Seal and Emblem: The organization may at its pleasure by a vote of the membership body change its name, seal and emblem, consistent with public law.

 

ARTICLE II

Purpose and Objectives

 

Section 1 – Purpose: To act as a nonprofit and nonpartisan citizen-based organization to preserve, promote, and protect the physical, cultural, and natural heritage of the City of Amsterdam, through its own programs as well as through support of other existing organizations.

 

Section 2 – Objectives:

 

a)   To increase general public awareness of the natural, cultural, and physical history of the City of Amsterdam and its value to the civic wellbeing of the City, through organizational programs, activities, and publications.

 

b)   To work for the establishment of public and private programs to foster and assist preservation of historically significant sites and structures, and to establish its own organizational to do the same.

 

c)   To promote and conduct original historical research, and publish the same, as well as information on historic and natural preservation and historical activities.

 

d)   To act in direct support of the Office of the City Historian and City Archives as that office’s “friends organization” and advisory group.

 

e)   To act in general support of, and whenever possible, form partnerships with other local cultural organizations to future mutual goals, including but not limited to:  the Walter Elwood Museum, Old Fort Johnson, and Amsterdam Free Library.

 

f)    To gather or acquire, by purchase, gift, devise, or otherwise, such printed materials , manuscripts, pictures, photographs, recordings, records, artifacts, and similar or related materials, as document the history of the City of Amsterdam, and to transfer the same to suitable accredited local institutions as can best use and preserve said materials.

 

g)   To acquire by purchase, gift, devise, or otherwise, the title to, or custody and control of historic sites and structures within the limits of the City of Amsterdam.

 

h)   To suitably mark places of historic interest.

 

ARTICLE III

Membership

 

Section 1 – Classes of Membership: There shall be five classes of regular membership:

 

a)  Individual Membership:  Open to all applicants.

 

b)  Senior/Student Membership:  Open to full time students under the age of twenty-four (24) and persons fifty-five (55) years of age or older.

c)  Family Membership: Open to all applicants.  For purposes of this membership “family” shall be defined as the applicant, the applicant’s significant other, and any minor children of the applicant and significant other.

d)  Lifetime Membership: Open to all applicants.  A lifetime membership shall remain in effect for the lifetime of the applicant.

e)  Business/Corporate Membership:  Open to business organizations (sole proprietorships, partnerships, companies, etc. and corporations)

 

Section 2 – Eligibility for membership: Application for regular membership shall be open to any person that supports the purpose statement given in Article II. Membership is granted after completion and receipt of a membership application and annual or lifetime dues per Section 3 below.

 

Section 3 – Dues: The amount required for annual and lifetime dues shall be as set for the forthcoming year by a majority vote of the membership at an annual meeting of the full membership. Dues for renewing members are payable at or within one month after the annual meeting.  Dues for new members are payable upon membership application submittal and for annual memberships shall be pro-rated based upon the quarter of the membership year in which the application is submitted in accordance with the following:

  • 1st quarter – 100% of the annual dues in effect for the current year
  • 2nd quarter – 75% of the annual dues in effect for the current year
  • 3rd quarter – 50% of the annual dues in effect for the current year
  • 4th quarter – 25% of the annual dues in effect for the current year

 

Section 4 – Rights of members: Each member shall have all the rights and privileges accruing to any member of a deliberative society excepting that his or her vote cannot be assigned by proxy, or otherwise proscribed by provisions of these bylaws.

 

Section 5 – Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated for cause by a majority vote of the membership. Members whose dues are more that six (6) months in arrears be dropped from membership by simple majority vote of the Membership Committee.

 

Section 6 – Honorary Membership: The Board of Trustees by majority vote may grant honorary membership in the organization to such persons, not to exceed ten in total number, who in its opinion, have served to aid the organization and its purpose.

 

ARTICLE IV

Officers

 

Section 1 – Officers: The officers of the organization shall be, to rank in the order shown, as follows:

  • President
  • Vice President
  • Secretary
  • Treasurer

 

Section 2 – Duties of Officers:

 

a)   The President shall: preside at all membership meetings; be Chairman of the Board of Trustees;  present at each annual meeting of the organization an annual report of the work of the organization;  appoint all committee chairs, temporary or permanent, and delegates;  see all books, reports and certificates required by law are properly kept or filed; be one of the officers who may sign the checks or drafts of the organization; and have all such powers as may be reasonably construed as belonging to the chief executive of any organization.

 

b)   The Vice President shall:  in the event of the absence, incapacitation, resignation, or removal of the President, exercise that office, becoming acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president.

 

c)   The Secretary shall:  keep the minutes and records of the organization, its Board of Trustees and Executive Committee,  in appropriate books;  file any certificate required by any statute, federal or state; serve all notices to members of this organization;  be the official custodian of the records and seal of this organization;  may be one of the officers required to sign the checks and drafts of the organization;  present to the membership at any meetings any communication addressed to him or her as Secretary of the organization; submit to the Board of Trustees any communications which shall be addressed to him as Secretary of the organization;  attend to all correspondence of the organization; serve as secretary to the Board of Trustees,  maintain a list of members, render an annual report to the membership, and shall exercise all other duties incident to the office of Secretary.

 

d)   The Treasurer shall:   collect dues; have the care and custody of all funds belonging to the organization and shall be solely responsible for such monies or securities of the organization; cause to be deposited in a regular bank or trust company the funds of the organization, except that the Board of Trustees may cause a portion of such funds to be invested in such investments as shall be legal for a non-profit corporation in this state; must be one of the officers who shall sign checks or drafts of the organization: No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it;  render at stated periods as the Board of Trustees shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Trustees of such meeting; render an annual report to the membership; and exercise all other duties incident to the office of Treasurer.

 

Section 3 – Terms and Limits: The term of each officer shall be two (2) years, to commence immediately upon election. No officer shall serve more than three (3) years in the same office without having been out of that office for at least one (1) year.

 

Section 4 – Ex Officio: Officers shall by virtue of their office be members of the Board of Trustees. The President and Vice President are ex officio members of all committees.

 

Section 5 – Removal: An officer may be removed when sufficient cause exists for such removal. The Board of Trustees may entertain charges against any officer. An officer may be represented by counsel upon any removal hearing. The Board of Trustees shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization. If a majority of the Board of Trustees finds that removal is warranted, the matter shall be put to a vote of the membership at a regular or special meeting. A 3/4s vote of the enrolled membership is required to remove an officer.

 

Section 6 – Vacancy: Officer Vacancies shall be filled by appointment of the President (or Vice President, if the presidency is vacant) for the remainder of the term.  Officer appointments by the President (or Vice President) shall be confirmed by a majority vote of the Board of Trustees.

 

ARTICLE V

Board of Trustees

 

Section 1 – Composition: The business of this organization shall be managed by a Board of Trustees consisting of not less than five (5) Trustees, nor more than eleven (11) Trustees, together with the officers of this organization. At least two (2)  of the Trustees elected shall be a resident of the City of Amsterdam, State of New York, and a citizen of the United States.

 

Section 2 – Election: The Trustees to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of two (2) years.

 

Section 3 – Duties: The Board of Trustees shall have the control and management of the routine affairs and business of this organization, to decide matters of policy that cannot for any reason be acted upon at a meeting of the membership, and to perform other such duties as customary to a board of Trustees or assigned to it by the membership. Such Board of Trustees shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the Trustees of such meeting.

 

Section 4 – Meetings and Quorum: Meetings shall be held regularly on the third Wednesday of each month in which there is not a regular or annual membership meeting. Forty (40%) percent of the members of the Board of Trustees shall constitute a quorum. Each member shall have one vote and such voting may not be done by proxy.  The Board of Trustees may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

 

Section 5 – Removal: A trustee may be removed when sufficient cause exists for such removal. The Board of Trustees may entertain charges against any trustee. A trustee may be represented by counsel upon any removal hearing. The Board of Trustees shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

 

Section 6 – Vacancy: Vacancies in the Board of Trustees shall be filled by a vote of the majority of the remaining members of the Board of Trustees for the balance of the year.

 

ARTICLE VI

Meetings

 

Section 1 – Regular meetings: Regular meetings of the members shall be held quarterly, on the third Wednesday of July, October, and January, at a time and place designated by the President.

 

Section 2 – Annual meetings: The annual membership meeting of this organization shall be held in the City of Amsterdam on the third Wednesday of April each and every year except if such day be a legal holiday, then and in that event, the Board of Trustees shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws. The Secretary shall cause to be mailed or emailed to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting. At the annual meeting the members shall elect Trustees and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

 

Section 3 – Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of Trustees. A petition signed by five (5%) percent of voting members may also call a special meeting.  Special meetings may be called when it is deemed in the best interest of the organization. Notices of such meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

 

Section 4 – Notice of meetings: Notice of each meeting shall be given to each voting member, by mail or email, not less than two weeks prior to the meeting, unless otherwise required in these bylaws.

 

Section 5 – Quorum: The members present at any properly regular or special announced meeting shall constitute a quorum. Quorum for the annual meeting shall be ten per cent (10%) of all members in good standing.

 

Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place, unless otherwise specified by these by-laws. Any method of voting may be used, excepting that on request of five (5) or more members, a secret ballot will be used.

 

ARTICLE VII

Elections

 

Section 1 – Election of Officers and Trustees: All officers and Trustees will be elected by a plurality of votes cast by secret ballot at the annual meeting.

 

Section 2 – Nominations:

 

a)   Not less than two months prior to the annual meeting , the Secretary shall send to each member of the organization a blank upon which such member may nominate one (1) person for each office open to election. Nominations shall be returned not less than one month prior to the annual meeting. The Rules Committee shall select the candidates from a list of all nominees.

 

b)   Nominations may also be made by any member of the organization at the time appointed at the annual meeting prior to balloting. Any nomination made after the deliberations of the Rules Committee shall be added to the slate of candidates upon majority vote of the members present at the annual meeting. A candidate for election as an officer must be a member in good standing at the time of nomination.

 

Section 3 – Installation: Officers and Trustees shall be installed at the close of the annual meeting at which they are elected and shall serve until their successors are elected and installed.

 

Section 4 – Implementation: Provisions of this section regarding officers do not become effective until September 1, 2011.

 

ARTICLE VIII

Committees

 

Section 1 – Standing Committees: The permanent committees of this organization shall be:

 

a)   Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend articles of Incorporation and as regards employees, the Executive Committee shall have all the powers and authority of the Board of Trustees in the intervals between meetings of the Board of Trustees, and is subject to the direction and control of the full board.

 

b)   Finance Committee: The treasurer is the chair of the Finance Committee, which includes at least three (3) other members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

 

c)   Rules Committee:  Consists of a chairperson and at least two (2) but not four than (4) members, duly appointed. It shall serve as the nominating committee of the organization and review and make recommendations on all proposed modifications to the bylaws, articles of incorporation, and similar governance.

 

d)   Membership Committee: Shall consist of a chairperson and such number of members as wish to serve on it and are duly appointed.  It shall review and report on membership procedures, make determinations on membership status when required by the bylaws or otherwise charged to by the officers of the organization, and plan and conduct whatever activities it feels required to increase and sustain the membership.

 

e)   Programming Committee:  Shall consist of a chairperson and such number of members as wish to serve on it and are duly appointed. It shall arrange suitable programs and set the time, place, and date for the same.

 

f)    Historic Preservation Committee: Shall consist of a chairperson and all such number of the members who wish to serve on it and are duly appointed. It shall study, report and make recommendations on such actions that would best preserve the natural and cultural physical environment of the City of Amsterdam, and undertake such actions to promote such preservation as are consistent with these bylaws and public law. At its discretion, it may establish special subcommittees to undertake specific projects or programs, and to accept and suitably dispose of historical properties, artifacts, records, published and manuscript materials, and the like.

 

g)   Publications Committee:  Shall consist of a chairperson and such number of members as wish to serve on it and are duly appointed.  It shall select, prepare, and arrange for the publication of printed and audio-visual media including but not limited to: historical research, information for members, and guides for the general public.

 

Section 2 – Temporary Committees: The membership, or Board of Trustees, may create such ad-hoc committees as are from time-to-time are needed to carry out the purpose of the organization.

 

ARTICLE IX

Employees and Compensation

 

Section 1 – Employees: The Board of Trustees shall hire, fix the duties and compensation of, and terminate any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

 

Section 2 – Compensation: No officer or director shall for reason of his or her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for reasonable expenses, or duties other than as a director or officer.  Speakers other than HAL members providing a presentation at a Regular or Annual HAL meeting shall be offered a $50 honorarium.

 

Section 3 – Benefit: No officer or director may personally benefit from any funding received from, or administered by this organization for, any grant.

 

ARTICLE X

Parliamentary Procedure

 

The rules contained in the latest edition of Robert’s Rules of Order, Newly Revised, shall govern the proceedings of this organization except in such cases as are governed by the Bylaws.

 

ARTICLE XI

Amendment

 

Section 1 – Amendment: These bylaws may be amended at any regular or special meeting by a two-thirds vote of those voting, provided that notice was given at the previous meeting. Or they may be amended or revised at a special meeting called for that purpose, with at least one month’s previous notice in writing to each member and a two-thirds vote required.

 

Section 2 – Notice: All proposed amendments must be submitted to the Secretary in writing in advance of introduction.

 

ARTICLE XII

Dissolution

 

Section 1 – Dissolution, De Jure: This organization may dissolve itself by 3/4s majority vote of the membership, consistent with all provisions of public law.

 

Section 2 – Distribution of Historical Properties: Upon dissolution, the Board of Trustees, or if it is unable to meet, the Executive Committee, will dispose of, at no charge to the gaining institution, any historical property which should happen to be in possession of the organization at the time of its dissolution, as follows:

 

a)   Artifacts and Museum Support Materials:  To the Walter Elwood Museum or the Montgomery County Historical Society (Old Fort Johnson), or there successors, as best suited, considering the nature of the material and the needs of the institutions.

 

b)   Books, Recordings and other Published Materials:  To the Amsterdam Free Library or its successor.

 

c)   Government Records, Organizational Records, Manuscripts and other Archival Materials: To the Office of the City Historian.

 

d)   If the above items are refused by their intended destinations, they will be offered in turn to the Montgomery County Department of History and Archives and the New York State Museum/Library/Archives, or their successors.

 

Section 3 –  Distribution of all other Funds, and Property of no Historical Significance: To be divided equally among: Walter Elwood Museum, Old Fort Johnson, and the Amsterdam Free Library.

 

Section 4 – Dissolution, De Facto: Should the membership fail to meet two years consecutively, and it is not possible to convene the Board of Trustees or Executive Committee, all property and funds of this organization will be considered to devise on the Office of the City Historian, or if this position is vacant, the Director of the Montgomery County Department of History and Archives, for appropriate disposition.

 

CERTIFICATION

 

These bylaws were approved at a regular meeting of the membership by a majority vote in April, 2014.

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