FIREFIGHTING MUSEUM of DUTCHESS COUNTY

CONSTITUTION and BY-LAWS

 

 

Article 1 NAME

 

            1.1       The legal name of the organization shall be the Firefighting Museum of Dutchess County a non-profit organization operating under the laws of the State of New York, and as a tax exempt organization under section 501(c)(3) of the Internal Revenue Service Federal Tax Code.  The Firefighting Museum of Dutchess County may also be referred to in the By-Laws as the Museum.

 

 

Article 2 PURPOSE

 

            2.1  The primary purpose of the Museum shall be to educate the public of the importance of fire and life safety and the history and evolution of the fire service in Dutchess and surrounding counties in New York State. 

 

            2.2 This organization shall be nonpolitical and shall not be used for the dissemination of partisan or sectarian principles.

 

 

Article 3 MEMBERSHIP

 

            3.1 Board of Directors

 

            The membership of the Board of Directors shall make all policies regarding the operation of all phases of the Museum operations.  A total of no less than eleven and no more than twenty three Board members shall govern the Museum. The will always be an odd number of Directors on the Board.  Each Director shall have one vote on the conduct of Museum business, where a vote may be required.  The President, Vice-President, Secretary and Treasurer are members of the Board of Directors and shall also have one vote as above.  The Board shall have the sole authority to appoint a new Board member should a vacancy occur as well as electing the officers as listed above by either voice or ballot voting.  The officers shall be elected from the Board membership at the annual meeting, which shall be the first meeting of the new year.  The members of the Board of Directors shall be the only persons who have voting privileges.

 

            3.1.1 Term of Office

 

            All Directors will be elected to serve a five (5) year term of office.  At the completion of their term, the Director may make notice to the Board of the intention to serve another five year term.  The Board of Directors will hold elections for the purpose of re-electing Directors at the annual meeting which is the first meeting of the new year.  There will be no limit as to the number of terms a Director may serve.

 

            To implement this section, the Director-at-Large will take the number of current Directors and divide equally (as possible) for one year, two year, three year, four year and five year terms.  Pieces of paper with the above terms will be placed in a hat for each of the current Directors to pull from.  The implementation of the new terms will commence with the next full year following the vote on this new section.  (Note:  This paragraph of the Constitution and By-Laws will have a “sunset” of six years following this change which was completed on March 14, 2013.)

 

            3.1.2 Director Removal

 

            Any Director who is absent from three (3) consecutive regular business meetings without formally (email, telephone, personal visit) notifying the President prior to the meeting start, or has pleaded guilty to any felony or other crime or moral turpitude, will be subject to a vote of removal by a majority vote of the Directors present at a regular or specially called meeting of the Board of Directors.

 

            3.2 Advisory Council

 

            An Advisory Council may be appointed by the Museum Board of Directors to assist them with the mission and purpose of the Firefighting Museum.  Members may be from various fire and emergency service organizations located in Dutchess County with the purpose of acting as liaisons between their respective agencies and the Museum Board of Directors.  In addition persons with non-firematic or emergency service backgrounds, who have a commitment to assisting the Museum with their mission May also be appointed to the Advisory Council.  The number of members serving on the Advisory Board shall not exceed 22 members.  Advisory Council members shall have no voting privileges in the business of the Museum, and may attend any regular or assigned committee workshop meeting of the Museum Board of Directors.  Any member of the Advisory Council may be removed by the Board, with cause.

 

            3.3 Friends of the Museum

 

            The general public may join the museum as Friends of the Museum.  Membership is based on submission of an application and payment of their yearly membership subscription fee.  The Friends of the Museum have no voting rights and may only attend the Annual meeting of the Museum Board of Directors.

 

            3.4 Director Emeritus

 

            A President having served a minimum of three terms and retires from the Board of Directors shall be given the position of Director Emeritus.  The Director Emeritus will shall act as an advisor to the Board of Directors, and has no voting privileges.

 

 

 

Article 4 MEETINGS

 

            4.1 Director Meetings

 

            Regular Business Meetings of the Museum Board of Directors shall be conducted on the second Thursday of the month excluding the months of November and December. If any of these meeting shall conflict with a holiday the meeting will be held on the following Thursday of that month.  Any date or time change shall be approved by an affirmative vote of the majority of the members of the Board.

 

            4.2 Quorum

            Quorum will be established as 50% plus one of the current membership of the Board of Directors of the Museum.  A quorum must be present to enable a regular business meeting to be called to order.

           

 

            4.3 Agenda for Regular Meetings

 

• Call to order

• Roll call

• Approval of previous meeting’s minutes

• Report of the Secretary

• Report of the Treasurer

• Report of the President

• Report of Standing Committees

• Report of Special Committees

• Report of the Curator

• Election of Officers (if required)

• Election of members to the Board of Directors (if required)

• Old Business

• New Business

• Adjournment

 

            4.4 Year End Meeting

 

            At the September monthly meeting the membership, by majority vote, will select a date and time for the Year End Meeting.  The Year End Meeting will be a combination of the November and December meetings.

           

            4.5 Special Meetings

 

            Specially called meetings of the Board may be called by the President, or a call by at least five (5) members of the Board of Directors.   Notification of Special meetings of the Board shall be sent by the Secretary to all Board members no less than ten (10) days in advance of the meeting.  No business other then set forth on the agenda shall be considered for action at specially called meetings.

 

            4.6 Meeting Location and Time

 

            Location of the monthly meetings will be determined for the following year at the December meeting. All meetings will begin at 1900 hours (7 p.m.).

 

            4.7 Conduct of Meeting

 

            Roberts Rules of Order, Newly Revised shall be used as the foundation of all business meetings of the Board of Directors.

 

Article 5 DUTIES

 

            5.1  The duties and responsibilities of the Board of Directors is to establish and approve policies for the direction of the Museum, establish and approve an annual budget, manage its property and affairs, subject to any restrictions imposed by law, if any, and the Articles of these By-Laws.

 

            5.2  The duties and responsibilities of the Advisory Council is to advise and assist the Board of Directors with regard to the Advisory Councils members respective agencies each member represents with that particular agencies input regarding the Museum.

 

 

Article 6 OFFICERS

 

            6.1  Officers

 

            The officers of the Board of Directors shall consist of:

• President

• Vice President

• Secretary

• Treasurer

• Director-at-large

 

            6.2  Officer Election

 

            The members of the Board of Directors, who are in good standing, shall elect annually the officers of the Board at the November regular Board meeting.  The election of the Director-at-Large will be done by members of the Board of Directors with the exception of the members who were just elected as the new President, Vice-President, Secretary and Treasurer. Each officer shall be elected to a one year term.  Such term shall commence January 1st and will end on December 31.   Newly elected officers shall assume their duties at the annual re-organizational meeting which will be part of the January regular Board meeting. 

 

            6.3 Office Vacancies

 

            Vacancy in any elected office, except that of President, shall be filled by majority action of the Board of Directors at the next regular Board of Directors meeting following the vacancy effective date.  A vacancy in the office of President shall be filled by the Vice President until the next regular Board of Directors meeting, at which time by a majority action of the Board of Directors either, the Vice-President will be confirmed as the President until the next annual election or a new President will be nominated and elected to serve until the next annual election.

 

Article 7 DUTIES OF OFFICERS

 

            7.1  President

 

                        7.1.1  Shall be responsible for communicating with the Curator the policies and standards, and coordinating their implementation with the members of the Board of Directors, other Officers and Committee Chairpersons.

 

                        7.1.2  Shall preside at all meetings of the Museum’s Board of Directors.

 

                        7.1.3  Shall appoint chairpersons of all Standing and Special Committees, except as hereinafter provided.

 

                        7.1.4  Shall serve ex-officio on all committees.

 

                        7.1.5  To observe the day to day operations of the Museum business.

 

            7.2  Vice-President

 

                        7.2.1  The Vice-President shall fulfill all duties of the President in the absence of the President.

 

                        7.2.2  The Vice-President shall assist the President when called to do so.

 

                        7.2.3  The Vice-President shall work closely with the Treasurer in all financial matters of the Museum, including the co-signing of checks issued by the Treasurer.

 

            7.3  Secretary

 

                        7.3.1  Shall maintain a record of all members of the Board of Directors attendance, or absence, at Regular, Special and Committee/Workshop meetings.

 

                        7.3.2  Shall keep all minutes for all meetings of the Board of Directors.

 

                        7.3.3  Shall assist the President in the preparation of agendas for all meetings.

 

                        7.3.4  Shall notify the members of the Board of Directors and Advisory Council of meetings per Article 4.1, and shall mail copies of the minutes to the Board and Council members.

 

                        7.3.5  Shall keep a record of all By-Law amendments and Committee reports.

 

                        7.3.6  Shall assist the President with regard to correspondence for the Museum.

 

                        7.3.7  Shall be the custodian of all records pertinent to the well-being of the  Museum.  However, the permanent location of the records shall be the Museum.

 

           

              7.4  Treasurer

 

                        7.4.1  Shall receive and deposit monies due to the Museum in financial institutions designated by the Board of Directors.  The Treasurer shall be bonded.

 

                        7.4.2  Shall issue and sign checks in payment of bills, with co-signing by the Vice-President.

 

                        7.4.3  Shall kept accurate up to date financial records, ledgers and files.

 

                        7.4.4  Shall prepare and submit quarterly financial reports to the Vice-President and the Board of Directors, an annual financial report, and such other reports as may be required for legal, tax and operational purposes.

 

                        7.4.5  Shall perform all other duties imposed by the Board of Directors relating to financial matters of the Museum.

 

                        7.4.6  For financial reporting purposes, the financial year will run from January 1st to December 31st of each calendar year.

 

                7.5 Member-at-Large

 

                        7.5.1 Shall represent the interest of the Directors at any meeting of the Executive Committee.

 

 

Article 8 COMMITTIES

 

            8.0  Executive Committee 

 

            By an affirmative vote, the Board of Directors shall appoint an Executive Committee which shall consist of the President, Vice-President, Secretary, Treasurer and Member-at-Large, which shall have and may exercise between meetings of the Board of Directors all of the authority of the Board except, the Executive Committee shall have no authority as to those matters prescribed under any provision or applicable law.  The Executive Committee shall report all of its actions at the next regular meeting of the Board of Directors.  Any reference in these By-Laws to the Board of Directors shall include the Executive Committee, unless the context or express provisions otherwise provides.

 

            8.1 Standing Committees

 

                        8.1.1  Standing Committees may be appointed by the Board of Directors to perform functions necessary to carry on regular operations of the Museum and to further long-term goals and objectives of the Museum.

 

                        As listed in 8.1.2, Standing Committees will have three (3) Board Directors as members.  Each committee will select a chairperson to lead the group.  All committees will be appointed by the President for the duration of that committee’s activities.  Committee membership may be multiple years.  Committees shall conduct their activities in accordance with these By-Laws and with Roberts Rules of Order, Newly Revised and by instructions from the President.

 

                        8.1.2  Standing Committees shall consist of:

 

• Finance Committee

• Fund Development Committee

• Facilities Committee

• By-Law Committee

• Archive and Equipment Collections Committee

• Nominations Committee

   

            8.2  Special Committees

 

            Special Committees may be established by the Board of Directors for specific purposes, case or situation at hand in the interest of the Museum.

 

 

Article 9 – FISCAL ACCOUNTING

 

            9.1  Fiscal Year

 

            The fiscal year of the Museum, as approved by the Internal Revenue Service (IRS), has been established as January 1st through December 31st of each calendar year.  The books of accounting, as kept by the Treasurer and Secretary, shall be examined by the Finance Committee at least once a year.   An independent outside audit may be authorized by the Board of Directors.

 

                        9.1.1  Exemption

 

                        Exemption from Federal Income Tax granted under Section 501©(3) of the Federal Internal Revenue Code.

 

            9.2  Check Signatories

 

No checks shall be issued unless signed by the Treasurer and the Vice-President.

 

            9.3  Finance Committee

 

                        9.3.1  Appointment

 

                        Three (3) Directors of the Board, including a chairperson, shall be appointed by the President none of whom shall be involved in the keeping of the books or records of the Museum, nor the receiving or disbursement of funds.  These appointments shall be made immediately after the election of officers.

 

                        9.3.2  Duties and Responsibilities

 

                        Members of the Finance Committee shall examine the books of the Museum immediately upon assuming their duties and as often thereafter as they deem necessary, but not least than once a calendar year.

 

 

9.3.2.1  The Finance Committee shall make a report to the Board of Directors at                           each meeting.

 

                        9.3.2.2 The Finance Committee shall examine all receipts, disbursements and                               inventories necessary to account for all monies of the Museum.

 

                        9.3.2.3 The Finance Committee shall review the annual budget and make their                              recommendations relating to its adoption to the Board of Directors.

 

                        9.3.2.4 All disbursements not approved in the budget shall be referred to the                                  Finance Committee for recommendations.

 

                        9.3.2.5  The Treasurer and Secretary shall make all books, records and financial                           statements available to the Finance Committee, and be present at meetings                                  when requested by the Committee.

 

                        9.3.2.6  The Treasurer shall furnish monthly statements to the Committee                                      throughout the year.

 

 

Article 10 CURATOR

 

            10.1     The Curator shall be appointed by the Board of Directors to a specified term of office.

 

            10.2     The Curator will serve at the pleasure of the Board of Directors.

 

            10.3     The Curator will serve as a non-voting Ex officio member of the Board of Directors.

 

            10.4     The Curator will responsible for the; the facilities, inventory of all apparatus, equipment and other artifacts either owned or on loan to the Museum.

 

            10.5   The Curator will attend all Committee/Workshop meetings as requested by either the President or Committee Chairperson.

 

 

Article 11  COMPENSATION

 

            No member of the Board of Directors, Advisory Council, the Curator, or Financial Secretary shall receive monetary compensation for serving the Museum in any of these positions.

 

 

Article 12  AMENDMENTS

 

            These By-Laws may be amended by a majority vote of the Board of Directors at any regular meeting.  The proposed amendments shall be mailed to all members of the Board of Directors at least thirty (30) days in advanced of the next Regular Meeting in which the amendment is to be submitted for vote.

 

 

Article 13  DISSOLUTION

 

            In the event of dissolution of the Firefighting Museum of Dutchess County, assets remaining after paying or making provisions for the payment of all lawful debts and liabilities of the Museum, shall be disbursed to an organization exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Federal tax code, or shall be distributed to the Federal, State or Local government or organization to which such distribution is made shall be determined by the Board of Directors of the Museum.

 

 

Article 14  INDENIFICATION

 

            The Museum shall indemnify (a) any person made or threatened to be made a party to any action or proceeding by reason of the fact that such a person, or such person’s testator, or interstate, is or was a Director or Officer of the Museum and (b) any Director or Officer of the Museum who served any other corporation of any type or kind, or any partnership, joint venture, trust, employee benefit plan, or other enterprise, association, or entity in any capacity at the request of the Museum, in the manner and to the maximum extent permitted by the Not-for-Profit Corporation Law of New York, as amended from time to time; and the Museum may, in the discretion of the Board of Directors, purchase and maintain insurance pursuant to such indemnification and indemnify all other corporate personnel to the extent permitted by law.

 

 

Article 15  CONFLICT OF INTEREST DIRECTORS AND OFFICERS

 

            Each Director and Officer of the Museum shall disclose in writing to the Board of Directors any conflict of interest which they believe may arise in connection with their service as a Director or an Officer of the Museum.  No contract or other transaction between the Museum and any other corporation, firm, association, or other entity in which one or more of its Directors or Officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors or Officer or Officers are present at the meeting of the Board or of a committee thereof, which authorizes such contract or transaction, or that their votes are counted for such purposes if the material facts as to such common directorship, officership, financial or other interest are disclosed in good faith or known to the Board or committee, and if the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Director or Officer.

 

 

 

11/11/2008      Original Constitution & By-Laws adopted

04/02/2009      Constitution & By-laws revised

08/06/2009      Constitution & By-laws revised

07/13/2011      Constitution & By-laws revised

12/14/2011      Proposed changes to Constitution & By-Laws presented

01/12/2012      Constitution & By-laws revised

01/12/2012      Proposed changes to Constitution & By-Laws presented

03/08/2012      Constitution & By-laws revised

01/10/2013      Proposed changes to Constitution & By-Laws presented

03/14/2013      Constitution & By-laws revised

07/11/2013      Proposed changes to Constitution & By-Laws presented

09/17/2013      Constitution & By-laws revised

09/17/2013      Proposed changes to Constitution & By-Laws presented

10/10/2013      Constitution & By-laws revised