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Boston Mill Society By-laws
Adopted May 17, 2014
Article I – Name and
Location
Sec. 1. The name of this corporation shall be the
Boston Mill Society, hereinafter known as “Society.”
Sec. 2. The principal address of this corporation
shall be Post Office Box 1, Shedd, Oregon 97377. The address may be changed by the Society
Board of Directors when deemed necessary.
Article II – Mission and
Purpose
Sec. 1. The Boston Mill Society is a 501.c.(3) nonprofit organization that supports the Thompson’s
Mills State Heritage Site through a cooperative agreement with the Oregon Parks
and Recreation Department. Thompson’s
Mills is the oldest operable water-powered flour and grain mill in Oregon,
originally established as Boston Mills in 1858.
Sec.
2 The Boston
Mill Society is dedicated to the preservation of the history of Thompson’s
Mills, the Mill itself, the Mill House and other structures on the Mill
site. It supports efforts to educate the
public on the Mill’s operations, the way of life at the Mill, the significance
of the Mill in the development of agriculture in the region and on the stories
of the owners and workers who struggled and succeeded in maintaining a viable
business through 150 years of changing technological and economic conditions.
Article III – Membership
Sec. 1. Membership is open to any person or
entity. There shall be no restrictions
on membership as to race, color, sex, sexual orientation, or gender identity,
and provisions of these bylaws shall apply to all members. Members are defined as individuals or
entities satisfying the requirements for membership as set by the Board of
Directors.
Sec.
2. A member of the
Society, selected by the Board of Directors as Membership Coordinator, shall be
responsible for maintaining roll of the society members, collecting membership
payments as specified by the Board, and issuing membership cards as available.
The Membership Coordinator shall pass all monies received directly to the
Treasurer and shall make Membership Reports at meetings of the Board of
Directors and at the Annual Meeting, and at Special meetings, if called.
Article IV – Administration
Sec.
1. The
administration of the Society shall be committed to its duly elected, nine
member Board of Directors. The Board of
Directors positions shall be elected by members of the Society at the Annual
Meeting. Each member shall serve a three
year term. Any vacancy may be filled, for
the remainder of the current year, by a society member selected by the Board of
Directors for the remainder of the current year until the next Annual Meeting,
at which time the members shall elect a person to fill the vacancy for the
remainder of the term.
Sec.
2. The business and
activities of the Society shall be guided by an annual plan approved by the
members of the society at the Annual Meeting.
The plan shall include a budget for approved projects and a contingency
fund for unplanned expenditures that may arise during the year. For planning and budgeting purposes the
operational year for the Society is July 1 – June 30.
Article V – Annual and Special Meetings
Sec.
1. An Annual
Meeting of the Society shall be held in May of each year on a date selected by
the Board of Directors. Notice of the
meeting shall be mailed or emailed to all members of the Society at least fifteen
(15) days prior the meeting as part of a newsletter or letter.
Sec. 2. Special Meetings of the Society may be called
by the President or by a majority vote of the Board of Directors. Notice of any Special Meeting shall be mailed
or emailed to all members of the Society at least fifteen (15) days prior the
meeting.
Article VI – Board Meetings
Sec. 1. The Board of Directors shall meet on dates
and at times determined by the Board of Directors. Special Meetings of the Board of Directors
may be called by the President or upon the request of at least five members of
the Board of Directors. Decisions of the
Board of Directors will be decided by a majority vote of the Board members if
consensus cannot be reached.
Sec.
2. The presence
(physical or by conference call or web connection) of 5 or more members of the
Board of Directors will constitute a quorum.
Sec.
3. All meetings of
the Board of Directors shall be per Robert's Rules of Order, the latest
revision.
Article VII – Officers and
Duties
Sec. 1. The officers of the Boston Mill Society shall
be President, Vice President, Secretary, and Treasurer.
Officers
shall be elected by a majority vote of the members of the Board of Directors
during a recess in the Annual Meeting.
The term of office for each officer shall be one year, but officers may
be reelected.
Sec.
2. The President
shall preside at all meetings of the Board of Directors and the Society. The President shall be an ex-officio member,
without vote, of every committee of the Society. The President shall exercise general charge
and supervision of the affairs of the Society and shall perform other duties as
may be assigned by the Board of Directors.
Sec.
3. The Vice
President shall assist the President in the execution of the President’s duties. The Vice President shall preside in the
absence of the President.
Sec.
4. The Secretary
shall be responsible for taking and maintaining the minutes and other records
of the Board of Directors and the Society and shall perform such other duties
as directed by the Board of Directors.
Sec.
5. The Treasurer
shall maintain a record of the funds, bank account(s), and investments of the
Society. The Treasurer shall deposit all
income (including membership payments received from the Membership Coordinator;
see Article III, Sec. 2) and pay all bills and other expenses incurred by the
Boston Mill Society. . The Treasurer shall make Financial Reports at
meetings of the Board of Directors, and at the Annual Meeting and Special
Meeting(s), if called.
Sec.
6. The President,
Vice President, and Treasurer shall make up the Executive Committee. The Executive Committee’s purpose shall be to
make decisions on timely issues that cannot wait for the full Board of
Directors to meet. Decisions regarding
unplanned expenditures of the Society’s funds are limited to the amount of cash
available in the contingency fund. All
members of the Executive Committee must agree on their decision. If they cannot agree, the issue must be
referred to the Board of Directors to make the final determination.
Article VIII – Committees
Sec. 1. The Board of Directors may form any committee
deemed necessary or desirable. The
President, with the approval of the Board, shall designate the committee chair
and its members.
Article IX – Amendments
Sec. 1. Any proposed changes to the Bylaws shall be
reviewed by the Board of Directors. Boston
Mill Society Bylaws may be adopted, altered, or repealed by a two thirds
affirmative vote of the members voting at the Annual or Special Meetings provided
that notice of the proposed change(s) has been presented to the members at
least fifteen (15) days prior to balloting.
Thompson's Mills Preservation Society By-laws
Adopted April 2, 2016
Article I – Name and
Location
Sec. 1. The name of this corporation shall be the
Thompson's Mills Preservation Society formerly known as the Boston Mill
Society, hereinafter known as “Society.”
Sec. 2. The principal address of this corporation
shall be Post Office Box 1, Shedd, Oregon 97377. The address may be changed by the Society
Board of Directors when deemed necessary.
Article II – Mission and
Purpose
Sec. 1. The Society is a 501c3 nonprofit organization,
governed by ORS Chapter 065, Non-profit Corporations and
IRS statutes, that supports the Thompson’s Mills State
Heritage Site, the oldest operable water-powered flour and grain mill in
Oregon, originally established as Boston Mills in 1858.
Sec. 2. The Society is dedicated to the preservation
of the history of Thompson’s Mills, the Mill itself, the Mill House and other
structures on the Mill site. It supports
efforts to educate the public on the Mill’s operations, the way of life at the
Mill, the significance of the Mill in the development of agriculture in the
region and on the stories of the owners and workers who struggled and succeeded
in maintaining a viable business through 150 years of changing technological
and economic conditions.
Article III – Membership
Sec. 1. Membership is open to any person or
entity. There shall be no restrictions
on membership as to race, color, sex, sexual orientation, or gender identity,
and provisions of these bylaws shall apply to all members.
Sec. 2. Members are defined as individuals or
entities that have paid their annual dues and satisfy any other requirements
for membership as set by the Board of Directors.
Sec.
3. The membership
year is from January 1 through December 31 of each year. New members paying their dues after August 31st
shall have their membership expire on December 31st of the following
year.
Sec.
4. The eligibility
requirement for voting at any regular or special meeting of the Society shall
be recorded membership in The Society no later than the day the notice of such
meeting is conveyed to the membership, and shall be no less than 30 days before
the meeting.
Article IV – Administration
Sec. 1. The administration of the Society shall be
committed to its duly elected, minimum of five (5) member,
Board of Directors. The Board of
Directors positions shall be elected by members of the Society at the Annual
Meeting with 2 members being elected in even years and 3 members being elected
in odd years. Each member shall serve a
two year term. Any vacancy on the board
may be filled, until the next membership meeting, by a society member selected
by the Board of Directors. At the next
Annual Meeting the members shall elect a person to fill the vacancy for the
remainder, if any, of the term.
Sec. 2. The outgoing members of the Board of
Directors shall serve until the close of the Annual Meeting. The elected members of the Board of Directors
shall begin their term at the close of the annual meeting.
Sec.
3. The business and
activities of the Society shall be guided by an annual plan approved by the
members of the society at the Annual Meeting.
The plan shall include a budget for approved projects and an annual contingency
fund of at least $1,000.00 for unplanned expenditures that may arise during the
year. Should an annual budget not be
approved by the membership, the $1,000.00 contingency fund shall be considered
as the budget until the next membership meeting. For planning and budgeting
purposes the operational year for the Society is January 1, through December 31,
so as to coincide with the current State and Federal filing year.
Article V – Annual and
Special Meetings
Sec. 1. An Annual Meeting of the Society shall be
held within the first two calendar months of each year on a date selected by
the Board of Directors. Notice of the
meeting shall be conveyed to all of the membership of the Society at least 30
days in advance or as required by ORS Chapter 065; Non-profit Corporations,
whichever is greater.
Sec. 2. Special Meetings of the Society may be called
by the President or by a majority vote of the Board of Directors. Notice of any Special Meeting shall be
conveyed to all of the membership of the Society at least 30 days in advance or
as required by ORS Chapter 065; Non-profit Corporations, whichever is greater.
Article VI – Board Meetings
Sec. 1. The Board of Directors shall meet on dates
and at times determined by the Board of Directors. Special Meetings of the Board of Directors
may be called by the President or upon the request of a majority of members of
the Board of Directors. Decisions of the
Board of Directors will be decided by a majority vote of the Board members.
Sec. 2. The presence of more than one-half or more
members of the Board of Directors shall constitute a quorum.
Sec. 3. All meetings of the Board of Directors shall
be guided by Robert's Rules of Order, the latest revision.
Article VII – Officers and
Duties
Sec. 1. The officers of the Thompson’s Mill
Preservation Society shall be President, Vice President, Secretary and
Treasurer. The Vice-President or
Secretary may serve in a dual capacity as the Treasurer. Officers shall be elected by a majority vote
of the members of the Board of Directors during a recess in the Annual Meeting.
The term of office for each officer
shall be one year, but officers may be reelected.
Sec.
2. The President
shall preside at all meetings of the Board of Directors and the Society. The President shall be an ex-officio member,
without vote, of every committee of the Society. The President shall exercise general charge
and supervision of the affairs of the Society and shall perform other duties as
may be assigned by the Board of Directors.
Sec. 3. The Vice President shall assist the President
in the execution of the President’s duties.
The Vice President shall preside in the absence of the President.
Sec. 4. The Secretary shall be responsible for taking
and maintaining the minutes and other records of the Board of Directors and of
the Society and shall perform such other duties as directed by the Board of
Directors.
Sec. 5. The Treasurer shall maintain a record of the
funds, bank account(s), and investments of the Society. The Treasurer shall deposit all income and
pay all bills and other expenses incurred by the Society in a timely manner so
as not to incur finance or interest charges unless such charges have been
specifically approved in advance by the Board of Directors. The Treasurer shall present Financial Reports
at all meetings of the Board of Directors, at the Annual Meeting and at Special
Meeting(s), if requested.
Sec. 6. The President, and two other elected officers
shall make up the Executive Committee.
The Executive Committee’s purpose shall be to make decisions on time
sensitive issues that cannot wait for the full Board of Directors to meet. Decisions regarding unplanned expenditures of
the Society’s funds are limited to the amount of cash available in the
contingency fund. All members of the
Executive Committee must agree on their decision. If they cannot agree, the issue must be
referred to the entire Board of Directors to make the final determination.
Article VIII – Committees
Sec. 1. The Board of Directors may form any committee
deemed necessary or desirable. The
President, with the approval of the Board, shall designate the committee chair,
who may or may not be a Board member.
Sec.
2. Committee
membership and leadership is open to all members of the Society.
Article IX – Amendments
Sec. 1. Any proposed changes to the Bylaws shall be
reviewed by the Board of Directors. The
Society Bylaws may be adopted, altered, or repealed by a majority affirmative
vote of the members voting at the Annual or Special Meetings provided that
notice of the proposed change(s) has been conveyed to the members pursuant to ORS
Chapter 065; Non-profit Corporations, but no less than thirty (30) days before
the meeting.
Article X – Dissolution
Sec. 1. Dissolution of the Society shall be in full
accord with ORS Chapter 065; Non-profit Corporations.
Sec. 2. Disposition of remaining assets. Remaining assets shall be given to Oregon Parks and Recreation for the exclusive benefit of Thompson’s Mills State Historic Site.