Bylaws of the Round Pond Schoolhouse Association

Article I: Organization

The name of the organization shall be the Round Pond Schoolhouse Association.

Article II: Purpose

The purpose of the Round Pond Schoolhouse Association is to obtain, restore and maintain the Round Pond School as a nonprofit museum and meeting hall for village activities. The Round Pond school, an historic 2 room school building, was built in the center of the village in 1885 and proudly named the Washington School in the late 1930s. It remained the last school in Round Pond until its doors closed in 1954. The museum, which will be located in the upper classroom, will house local photographs, records and memorabilia as donated or otherwise obtained. The lower classroom will remain open space and available for rent or use for village activities deemed appropriate by the Program Director and Board.

Article III: Membership

Membership in this organization shall be open to all who have an interest in the preservation of this historic village building and grounds or in its new purpose as museum and activity center, and who pay the annual dues as voted by the membership. Honorary membership may also be granted from time to time by vote of the Board.

Article IV: Meetings

At least one meeting of the membership shall be held each year, which shall be the annual meeting, held in September; the Board shall determine the time and place of the meeting and members shall be given a minimum of ten days notice. The purpose of the Annual meeting shall be to receive reports, elect officers and Board members, and transact the business of the Association.

Other meetings may be held from time to time for informational or educational purposes. The presence of not less than ten percent of the members shall constitute a quorum and shall be necessary to conduct the business of this organization. If a quorum is not present and voting is necessary on any matter, a meeting for this purpose will be rescheduled and the secretary shall notify all those members not present at the meeting originally called. Special meetings may be called to conduct the business of this organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least ten days before the scheduled date set for the meeting. Such notice shall state the reasons that the meeting has been called, the business to be transacted at the meeting, and by whom it was called. Special meetings may be called by:

  1. The President
  2. 50% of the Board
  3. 10% of the membership No other business but that specified in the notice may be transacted at such special meeting.

Article V: Voting

The members shall have the following voting rights:

  1. Election and removal of Directors as well as any change in the number of the Board of Directors within the limitations prescribed in these Bylaws.
  2. Establishment of the amount of membership dues.
  3. Amendment of the Articles of Incorporation or Bylaws of the Association, whether proposed or recommended by the Board or upon motion of the members.
  4. The approval of the disposition of the assets and property of the Association, the dissolution of the Association, or its merger with another Corporation.
  5. Any other matter that the Board votes to submit to the membership.

All votes shall be by voice except for contested election of officers and directors. For such elections, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

At all votes by ballot, the chairman of the meeting shall appoint a committee of three who shall act as Inspectors of Election and who shall count and certify in writing the results to the chairman, affixing these results to the minutes of the meeting.

No inspector of election shall be a candidate for office or be personally interested in the question voted on.

Article VI: Order of Business

  1. Call to order
  2. Reading of the minutes of the preceding meeting
  3. Reports of committees
  4. Reports of Officers
  5. Unfinished business
  6. New business
  7. Adjournment

Article VII: Board of Directors

The business of this Association shall be managed by the Board of Directors consisting of a minimum of 5 and a maximum of 9 members. This number will include the 4 officers and the Museum Director. The officers and directors at large to be chosen for the ensuing year shall be voted into office at the annual meeting. Officers shall serve for one year terms. Directors at large shall be voted into office in staggered fashion for a term of three years. There shall be no term limits. Nomination of officers and directors will be made by the Board or from the floor at the annual meeting.

Other committees as needed, both standing and ad hoc, will be appointed by the Board for terms decided and reviewed by the Board, and all such committees will report directly to the Board.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

50% of the members of the Board shall constitute a quorum. Meetings of the Board shall be as scheduled, and at least quarterly. Each director shall have one vote, and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings as it determines necessary.

Vacancies in the Board of Directors may be filled by a vote of the remaining members of the Board for the balance of the year. The President of the Association shall be Chairman of the Board of Directors.

A director may be removed when sufficient cause exists for such removal. The Board may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization. The officers of the Association shall be as follows:

Article VIII: Officers

  1. President
  2. Vice-President
  3. Secretary
  4. Treasurer

The President shall preside at all membership meetings and shall be Chairman of the Board of Directors. He shall present at each annual meeting of the Association an annual report of the work of the organization, and he shall see that all books, reports and certificates required by law are properly kept and filed. The President shall be an ex officio member of all committees. He shall be one of the officers who may sign the checks of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice President shall, in the event of absence or inability of the President to exercise his office, become the acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

The Secretary shall keep the minutes and records of the organization. The secretary’s current book shall be present at all meetings, and books for the previous years shall be stored in the archival room. He shall be the official custodian of the records of this organization, and shall file any certificate required by statute, federal or state. He shall submit to the Board any communications addressed to him as Secretary of the organization, and appropriate communications to the membership at any meetings. He shall serve all notices to members of the association, attend to all correspondence of the organization, and exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization, and shall be solely responsible for such monies or securities. He must be one of the officers who shall sign checks 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. He shall present to all meetings of the Board, and to the annual membership meeting a written treasurer’s report, which will be affixed to the minutes of the meeting.

No officer shall, for reason of his office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation for duties other than as a director or officer.

Article IX: Committees

All committees, ad hoc or standing, will report to the Board for action, either by minutes and/or by personal presentation to the Board. The Organization shall have the following Standing Committees:

Museum Committee

The Museum Committee will advise the Board on acquisitions, cataloging, and display of mementoes of Round Pond – as donated, loaned or sold to the museum. The museum director will chair all sub-committee meetings and will be a voting member of the Board.

Building and Grounds

The Building and Grounds Committee will be responsible for all matters of maintenance and repair of the building and upkeep of the grounds.

Program Committee

The Program Committee will be responsible for arranging suitable programs and activities to be held at the schoolhouse.

Article X: Salaries.

The Board of Directors shall hire and fix the compensation of any employees which they determine to be necessary to the purpose of the organization. To avoid any conflict of interest, all officers will recuse themselves from any decision involving their personal interest.

Article XI: Parliamentary Authority

Robert’s Rules of Order shall govern the proceedings of the Association.

Article XII: Amendment

These bylaws may be amended at any regular meeting by a two-thirds vote of those voting, provided notice was given at the previous meeting; or they may be amended at a special meeting called for that purpose, with prior notice. All proposed amendments shall be submitted in writing.

Article XIII: Dissolution of the Corporation

If this Corporation be dissolved or its legal existence terminated, none of its assets shall inure to the benefit of any member, director or officer; all of its assets remaining after payment of all of its liabilities shall be distributed by affirmative vote of the membership to one or more organizations who share our purpose and who are qualified as a nonprofit organization under Section 501[c] [3] of the Internal Revenue Code of 1986. [Preference will be given to a nonprofit organization located in the village of Round Pond.] Alternatively, these assets may be returned to the Town of Bristol, the original owner of the property and building, to dispose of as deemed appropriate.