BYLAWS

BYLAWS
OF
CANTON HISTORICAL SOCIETY, INC.ARTICLE I
NameThe name of this corporation shall be the CANTON HISTORICAL SOCIETY, INC. ARTICLE II
Purpose

Section 1. To provide an assembly of people who are interested in the history and
growth of the Town of Canton and its environs, in order that, through their cooperative efforts, there may be a better understanding of the town, state, and nation and a better appreciation of our American heritage. To purchase and/or acquire property, both real and personal. To receive, hold, maintain, discover, collect, acquire, display and exhibit material objects, including but not limited to relics, furniture, clothing, tools, arms, household effects, machinery, vehicles, printed material, manuscripts, pictures, photographs and any other objects illustrative of life and activities of the past and present, with the focus on Canton history, and to provide for the preservation of this material, and of historic buildings, monuments and markers in the furtherance and not in limitation of the above purposes and do any and all things not in contravention of the laws of the State of Connecticut.
Section 2. These Bylaws are governed by Chapter 602, State of Connecticut Non-
Stock Corporation Act. The Bylaws are intended to comply with the requirements of the
Connecticut Non-Stock Corporation Act and statutes of the State of Connecticut. In the
event they are silent, unclear, or there is any conflict between these Bylaws and the
provisions of the statutes, the provisions of the statutes shall control. In the event of any
conflict between these Bylaws and the present or future written policies of the
corporation, the Bylaws shall control.ARTICLE III
Membership The membership shall consist of annual dues-paying members, life time members and honorary members. In order to vote at the Annual Meeting, all dues-paying members must pay the appropriate membership amount per the current dues schedule set by the Board of Directors by the declared Record date included in the notice of that meeting.
ARTICLE IV
Meetings Section 1. The Board of Directors shall meet regularly each month. The date and time of each meeting shall be decided by the Directors. Notice shall be given to every Director at least ten days prior to any meeting or as a notation in the previous Board of Director’s meeting minutes.
All members are welcome and shall have voice, but only Directors have a vote.
Section 2. The May meeting shall be the annual meeting for all members of good
standing for hearing reports from the Officers and from all committees and for the
election of the Directors. Notice of the annual meeting shall be published in a local newspaper not more than 60 days nor less than 10 days before the meeting. A
meeting of the Board of Directors shall immediately follow the annual meeting for the
election of Officers of the Corporation.
Section 3. Any regular meeting may be postponed by the President with the
concurrence of the Board of Directors.
Section 4. A special meeting may be called at any time by the President with the
concurrence of the Board of Directors or by a majority of the Board of Directors.
Section 5. One third of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.
Section 6. All Directors are required to attend at least six meetings per year or be
removed from the Board of Directors, unless excused for good reason by the President.

ARTICLE VBoard of Directors Section 1. The Board of Directors shall consist of no more than thirty (30) persons.
Directors shall be elected by the members at each annual meeting of the Corporation. Directors shall serve until the next annual meeting unless removed by the Board of Directors in accordance with Article IV, Section 6 above, or unless a written request for resignation is received by the Board. The Board may elect others to serve in their stead. Directors shall be members.
Section 2. The function of the Board of Directors shall be to manage and supervise
the property, programs and activities of the Corporation and to generally conduct the
ordinary business of the Corporation.
Section 3. In the event of a tie vote of the Board of Directors, the President may cast an additional vote.
Section 4. Meetings shall be held at such time and place as the President may direct,
or in the event of the refusal or inability of the President to call a meeting, as a majority
of the Directors shall direct. Vacancies on the Board of Directors shall be filled by the
Directors by a majority vote of those present and voting at a meeting called for that
purpose, or by a majority of the members present and voting at a regular or special
meeting.

Section 5. Individuals may be assigned the title of “Honorary Director” by a majority vote of the Board of Directors. The number to be placed in this category is limited to fifteen (15) and are not to be counted in the thirty (30) directors limited by these Bylaws. “Honorary Directors” have full voice in discussion and policy setting but have no vote. They are exempted from the attendance requirement but shall receive copies of all minutes of the Corporation. The term of the “Honorary Director” shall be for life or until the individual presents a letter of resignation.ARTICLE VI
Officers Section 1. The officers of the Corporation shall be a President, a Vice-President, a
Secretary, and a Treasurer.
Section 2. At the annual meeting of the Board of Directors, the officers shall be elected by the Board of Directors by written ballot and by majority vote.
Section 3. In the event that a vacancy of an officer shall occur during the year, the
Board of Directors shall appoint a member to fill the vacancy. Provided, however, that in
the event the Office of the President becomes vacant, it shall automatically be filled by
the Vice-President and the Board of Directors shall appoint a member of the Board of Directors as Vice-President.
Section 4. The officers shall have the following duties:
The President shall preside at all Corporation and Board of Directors meetings at which he is present, and shall exercise general supervision over artifacts and activities of the Corporation and shall have such additional duties or shall be subject to such limitations as may from time to time be voted by the Board of Directors.

The Vice-President shall assume all the duties of the President in the latter’s absence and perform such other duties as directed by the Board of Directors.
The Secretary shall handle correspondence for the Corporation, keep accurate minutes of every meeting of the Corporation and Board of Directors, notify the members of all meetings as previously defined, and perform such other duties as directed by the Board of Directors.
The Treasurer shall receive all Corporation funds and pay out monies by instruction of the Board of Directors and perform other duties as directed by the Board of Directors.
Section 5. Any officer may be removed at any meeting of the Board of Directors by a two-thirds vote of the Directors.ARTICLE VII
CommitteesSection 1. Such committees shall be established as the President shall deem advisable, and with such duties and authority as the President shall prescribe.
Section 2 . All committees and the Chairmen thereof shall be appointed by the
President to serve during the President’s term of office or the remainder thereof unless
appointed for a shorter period.ARTICLE VIII
Seal

The seal of the Corporation shall be in such form as the Board of Directors may adopt,
and said seal may be altered by the Board of Directors at any time.
ARTICLE IXOrder of Business and Rules of Procedure The order of business shall be: call to order, reading of the minutes, report of officers
and committees, election of officers and committees, unfinished business, new business
and adjournment. Robert Rules of Parliamentary Procedure shall govern at all meetings
of the Corporation.
ARTICLE X
Amendments
These bylaws may be amended at any duly called meeting of the Corporation by a
two-thirds vote of the members present.

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