BRIGHTON-ALLSTON HISTORICAL SOCIETY, INC.
Adopted: June 2,
Section 1. Name. The name of the corporation shall be “The
Brighton-Allston Historical Society, Inc.” (hereinafter referred
to as “the Society”).
Section 2. Location. The principal office of the Society
shall be located at the place set forth in the Articles of
Organization of the Society. The Directors may establish
other offices and places of business in Massachusetts or
Section 3. Fiscal Year. Except as from time to time
otherwise determined by the Directors, the fiscal year of the
Society shall end on the last day of June of each year.
Section 4. Membership. No person now or hereafter designated
by the Society as a “member” for any purpose shall be or be deemed
to be a member for purposes of the Articles of Organization or
Bylaws of the Society or for purposes of Massachusetts General
Laws Chapter 180, as amended, or any other law, rule or
regulation. Any action or vote required or permitted by
Chapter 180 or any other law, rule or regulation to be taken by
members shall be taken by the Directors of the Society.
Section 1. Mission. The purpose of the Society shall
be to promote an understanding of and interest in the history of
Brighton-Allston. The Society shall pursue this goal through
research in local history; through the acquisition, collection,
preservation, organization, and exhibition of historical
materials; through the preparation of programs and publications on
Brighton-Allston; through efforts to preserve and protect the
physical, historical and architectural resources of the community
as embodied in its historical buildings, neighborhoods, monuments,
and landscape; and through the exhibits, collections and galleries
of the Society’s Heritage Museum.
Section 1. Powers. The business and property of the
Society shall be managed by a Board of Directors who may exercise
all the powers of the Society.
Section 2. Number and Term of Office. There shall be a
Board of Directors consisting of no less than fifteen and no more
than twenty-five members, as the Directors shall determine from
time to time. The Society shall attempt to maintain an
odd-numbered Board at all times. Each Director shall serve for a
For the purposes of staggering the board, The
Board of Directors shall be and is divided into three classes,
designated: Class I, Class II and Class III. In case of any
increase or decrease, from time to time, in the number of
Directors, the number of Directors in Classes II and III shall be
apportioned as nearly equal as possible. No decrease in the
number of Directors shall shorten the term of any incumbent
Director. To ensure that the Officers’ terms as Directors
correspond with their terms as Officers, all Officers of the
Society shall be in Class I.
Each Director shall serve for a term ending on
the date of the second Annual Meeting following the Annual Meeting
at which such Director’s term officially commenced; provided, that
each Director initially appointed to Class I shall serve for an
initial term expiring at the Society’s second Annual meeting; each
Director initially appointed to Class II shall serve for an
initial term expiring at the Society’s first Annual Meeting, and
each Director initially appointed to Class III shall serve for an
initial term expiring at the Society’s third Annual Meeting.
The term of each Director shall continue until the election and
qualification of a successor. There shall be no limit on the
number of terms a Director can be elected to serve.
Section 3. Elections. A majority of the Directors then
in office shall elect the Board of Directors at a Board meeting to
be held in the month prior to the Annual Meeting. The
Officers of the Society shall automatically be members of the
Board of Directors for the length of their term as an
Section 4. Duties. The Board of Directors
shall have the ultimate management and control of the Society in
all of its property and affairs. The Board shall set
policy by determining the programs and projects the Society will
undertake in a given year. The Board shall control the
expenses and shall establish budgets under which and subject to
which the Society shall function.
Section 5. Quorum of Directors and Action of the
Board. Unless a greater proportion is required by law or by
the Articles of Organization, a majority of the Directors then in
office shall constitute a quorum. Except as otherwise
provided by law or by the Articles of Organization or these
Bylaws, the vote of a majority of the directors present at the
meeting at which a quorum is present shall be the act of the
Section 6. Meetings.
(a) Annual Meetings. The annual meeting of the
Directors of the Corporation shall be held each May at a time and
place as the Directors may determine, for the transaction of such
business as may properly come before the Board.
(b) Board Meetings. The Board of Directors
shall meet no fewer than four times a year at a time and place to
be fixed at their convenience.
Section 7. Conducting Business via E-mail. Upon the
discretion and approval of the President, notices, including any
notices required by these Bylaws and other business conducted by
the Directors, may at the discretion of the President be given or
be conducted via e-mail. Votes may be conducted via e-mail,
provided that a majority of the Board in office first provide
consent, written or e-mailed, to proceed with voting on specific
matter(s) by e-mail. The Secretary shall maintain any
records of business conducted via e-mail and shall, either in hard
or electronic copy, save any notes or other actions taken via
e-mail. The President and Board shall report on any votes or
other actions taken via e-mail at the next regular or special
meeting and this report shall be recorded in the minutes of the
meeting at that time, noting the votes or actions taken and the
Section 8. Honorary Board Members. The Board of
Directors shall have the right to confer honorary Board positions
at its discretion, provided that no such honorary Board members
shall be or be deemed to be a Board member for purposes of the
Articles of Organization or Bylaws of the Society or for purposes
of Massachusetts General Laws Chapter 180, as amended, or any
other law, rule or regulation. Any action or vote required
or permitted by Chapter 180 or any other law, rule or regulation
shall not extend to such honorary members.
Section 1. Officers. The regular officers of the
Society shall be a President, Vice-President, Vice-President for
Special Projects, Secretary, Treasurer, Assistant Treasurer, and
Coordinator of Museum Guides.
Section 2. Election and Term. The officers shall be
elected at a Board meeting held in the month prior to the Annual
Meeting of the Society for a term of two years, and shall be
indefinitely eligible for reelection.
Section 3. Powers and Duties of Officers. Subject to
the control of the Board of Directors, all Officers as between
themselves and the Society shall have such authority and perform
such duties in the management of the Society as may be provided by
the Board and, to the extent not so provided, as generally pertain
to their respective offices. An Executive Committee,
consisting of the President, Vice President, Vice-President for
Special Projects, Secretary, Treasurer and Assistant Treasurer,
and Coordinator of Museum Guides, shall carry into effect the
policy decisions of the Board of
(a) President. The
President shall be the chief executive officer of the
Society. He/she shall set the agenda and chair Board
meetings and the Annual Meeting, initiate policy recommendations
for the consideration of the Board of Directors and serve as
liaison to community groups. He/she shall provide
communication links with closely affiliated community resources;
shall appoint ad hoc committees as needed and serve as a member of
the Society’s subcommittees; shall assist the treasurer in
allocating funds and financial transfers; and shall call for
additional meetings as need arises. He/she shall appoint
committees with the approval of the Board.
(b) Vice-President. The Vice-President
shall assist the President and shall perform the duties of the
President in his/her absence or upon his/her request. This
includes chairing board meetings and speaking at public meetings
(representing the President and /or the Society).
(c) Vice-President for Special Projects.
The Vice-President for Special Projects shall provide assistance
and support to the President and Vice President as requested or
assigned by the President.
(d) Secretary. The Secretary, at the
request of the President, shall send out notices of all meetings,
shall take minutes of all Board meetings and distribute such
minutes to all Board members in a timely manner, shall coordinate
mailings and arrange for the posting of such mailings, and shall
keep all records of the Society, including records of all meetings
of the Society and of the Board of Directors.
(e) Treasurer and Assistant Treasurer.
The Treasurer and Assistant Treasurer share duties of the office
including to collect all moneys due to the Society, keep a list of
all members, and pay all bills against the Society, when approved
by the Board of Directors. They shall keep a full account of
the receipts and expenditures in a book belonging to the Society,
which shall always be open to inspection by the Directors; make
monthly financial reports at the board meetings; and at the Annual
Meeting shall make a written report of all of the Society’s
official financial activities for the preceding year, including an
annual budget and a report of the financial holdings and any
outstanding or anticipated financial liabilities.
(f) Coordinator of Museum Guides. The
Coordinator of Museum Guides shall serve to recruit, retain, and
recognize those individuals who volunteer to be Guides at the
Brighton-Allston Heritage Museum. The Coordinator will also
assist in the training of Museum Guides.
Section 4. The Executive Committee. The Executive
Committee may act for the Board in emergency situations or in the
face of unforeseen circumstances, providing such action is
consistent with the policies and objectives established by the
Removal of Officers and Directors
Section 1. Resignation. Any Officer or Board member may
resign by delivering a written resignation to the Society at its
principal address or to the President or Secretary. Such
resignation shall be effective upon receipt unless it is specified
to be effective at some later time.
Section 2. Removal. By a majority vote of the Board
members then in office, the Board may remove a Board member or
Officer for substantial failure to effectuate the responsibilities
outlined in these Bylaws; for substantial neglect of his or her
fiduciary duties; or for a continuing conflict of interest. Any
Director or Officer so removed shall be provided notice of the
Board’s decision, stating the effective date of removal and
accompanied by a written explanation stating cause for removal.
Section 3. Vacancies
(a) Vacancies in Officer Positions. If
any office shall become vacant for any reason, the Board of
Directors may elect a successor to hold such office for the
balance of the unexpired term.
(b) Vacancies in Board Positions. Any
vacancy in the Board of Directors may be filled by a majority vote
of the Board of Directors then in office and any Director so named
shall serve until the next election meeting at which time the
Board shall elect a Director to serve any unexpired portion of
The President shall appoint and charge such committees as the
Board of Directors shall establish, or as are required to
establish under the terms of the Bylaws.
Section 1. Powers. The President each year shall, with
the approval of the Board of Directors, appoint a Nominating
Committee comprised of a number of Board members the President
deems optimal, to make recommendations of individuals for Officer
and Board positions to be presented at a Board meeting prior to
the Annual Meeting.
Section 2. Term. The Nominating Committee shall serve
a term of one year.
Membership and Dues
Section 1. Regular Membership. Any person in agreement
with the purpose of this organization shall become a member upon
payment of annual dues to the treasurer.
Section 2. Dues. The annual dues of the Society shall
be established by the Board of Directors.
Section 3. Honorary General Membership. The Board of
Directors shall have the right to confer honorary memberships at
Brighton-Allston Heritage Museum
Section 1. Purpose. In furtherance of the purpose of
the Society as stated in the Articles of Organization, a
Brighton-Allston Heritage Museum has been established. The
purpose of the Heritage Museum shall be to maintain a physical
site(s), open to the public throughout the year, staffed by
trained museum guides and other staff as deemed necessary by the
Museum Planning Committee. It shall be appropriate to
acquire, collect, preserve, conserve, and exhibit artifacts,
documents, objects and materials as they relate to the history and
cultural heritage of Brighton and Allston from its beginning to
the present as it relates to the history of the state, the nation,
and the world. The museum shall undertake this work through
temporary and permanent exhibitions, programs and activities
throughout the year suitable to attract, educate, entertain, and
inspire visitors and audiences of all ages. The museum shall
also maintain appropriate web-based sites to complement the
physical site(s). The museum shall insure the advancement of
this purpose through revenue collection and expenditure of funds
deemed appropriate by the Society’s Board of Directors.
Section 2. Operations. The museum shall have a Museum
Planning Committee, and shall be subject to the financial control
of the Board of the Society.
Section 1. Indemnification. The Society shall, to the
extent legally permissible, indemnify each Officer or Director of
the Society and may indemnify employees of the Society against all
expenses and liabilities, including, without limitation, counsel
fees, judgments, fines, excise taxes, penalties and settlement
payments, reasonably incurred by or imposed upon such person in
connection with any threatened, pending or completed action, suit
or proceeding in which he or she may become involved by reason of
his or her service in such capacity; provided that no
indemnification shall be provided for any such person with respect
to any matter as to which he or she shall have been finally
adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that such action was in the best interests
of the Society; and further provided that any compromise or
settlement payment shall be approved by a majority vote of a
quorum of Directors who are not at that time parties to the
The indemnification provided hereunder shall
inure to the benefit of the heirs, executors and administrators of
persons entitled to indemnification hereunder. The right of
indemnification under this Article shall be in addition to and not
exclusive of all other rights to which any person may be entitled.
Section 2. Amendment. This Article constitutes a
contract between the Society and the indemnified Officers,
Directors, and employees. No amendment or repeal of the provisions
of this Article which adversely affects the right of an
indemnified person under this Article shall apply to such person
with respect to those acts or omissions which occurred at any time
prior to such amendment or repeal, unless such amendment or repeal
was voted by or was made with the written consent of such
Section 1. Amendment. These By-Laws may be amended at any
meeting of the Society by a two-thirds vote of the Board members
then in office, provided notice of the proposed amendment shall
have been given in the notice for such meeting.
Notwithstanding Section Five of Article Three, all Board members
shall be present at a board meeting which concerns the amendment
of these Bylaws.
Section 1. Vote for Dissolution. The Society may be
dissolved by a vote of two-thirds of all Board members then in
office, provided a notice of such action is given at the previous
meeting and that the intent to seek dissolution is also announced
in the notice for the meeting at which the dissolution is to be
voted upon. Notwithstanding Section Five of Article Three, all
Board members shall be present at a board meeting which concerns
the dissolution of the Society. Upon the Board’s decision to
dissolve the corporation, notice of the Society’s dissolution
shall be sent to the membership.
Section 2. Distribution
of Assets. In the event of the dissolution or termination of
the Society (whether voluntary, involuntary, or by operation of
law), no part of the profits or assets shall be distributed to the
members, officers or other privileged persons except that the
Board shall make provision for payment of all the liabilities of
the Society. Such assets of the Society shall be disposed of
exclusively for purposes of the Society to such organization(s) as
are operated exclusively for charitable, historical, or historic
preservation purposes; and shall at the time qualify as an exempt
organization under Section 501(c)(3) of the Internal Revenue Code
and Ch. 180 of the General Laws of Massachusetts.