BY-LAWS OF TALES OF CAPE COD, Inc.
Establishment and Purposes of Corporation
Tales of Cape Cod, Inc. (TCC) is a non-profit organization dedicated to preserving and communicating the history of Cape Cod, maintaining the Olde Colonial Courthouse in Barnstable, MA, and preserving the Iyannough Gravesite Property in Cummaquid, MA. The membership of TCC is drawn from all who have an interest in preserving and learning about the history of Cape Cod.
Founded in 1949, the original purpose of the organization was “to record the voices and histories of old-time Cape Codders as they told of their stories and experiences of the past concerning their lives and everyday ways of life, along with the stories related to them by their parents and grandparents. In this way a rich history of early Cape Cod would be preserved and perpetuated as living history for future generations.” The organization was one of the first in the country to preserve oral traditions and history by tape-recording interviews with local residents.
Current programs offered by Tales of Cape Cod include a summer lecture series of Cape-related themes and dramatizations of historical events that occurred in and around the Colonial Courthouse.
TCC was established as a Massachusetts non-profit corporation pursuant to M.G.L. Chapter 180 on November 21, 1955.
TCC received approval from the Internal Revenue Service designating it for tax purposes as a 501(c)(3) tax-exempt entity on December 5, 1958.
For purposes of these By-Laws the following terms shall be defined as follows:
- DIRECTORS are individuals elected from time to time by the Board of Directors and shall mean those individuals as more fully described in Articles V and IX.
- BOARD OF DIRECTORS is the entity that is responsible for the management and day-to-day operations of TCC as more fully described in Article V.
- MEMBERS are individuals or institutions interested in supporting the Purposes and Mission of TCC and have paid their annual membership dues as more fully described in Article IV.
- OFFICERS shall mean those Directors elected by the Board and shall include a President, Vice President, Treasurer and Secretary of the Board as more fully described in Articles V and IX.
The Fiscal Year of TCC shall begin on the first day of January of each year or such other date as the Board may from time to time determine.
Members and Membership
Any person or institution interested in supporting the Purpose and Mission of TCC may become a Member subject to the following conditions:
Annual Membership Dues. Membership is on an annual basis and a Member shall be required to pay annual membership dues, which shall be established by the Board.
The Membership term shall be the same as the Fiscal Year. Any dues received after the end of the lecture series in a current fiscal year shall be applied to the following Membership term.
Classes of Membership. There are three (3) classes of memberships:
- Individual. Annual dues required
- Family. Annual dues required
- Patron. Annual dues required
Officers and Directors
1. Board. TCC shall have a Board of Directors (the “Board”) who shall have the powers and duties of a Board under Massachusetts law. The Officers of the Board shall be a President, Vice President, Treasurer, Secretary and such other officers as the Board shall elect. The Board may designate persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of TCC or such other title as they deem appropriate.
The Board shall comprise no fewer than nine (9) and no more than twenty-one (21) individuals who shall be elected by the Board and presented to the Members at the Annual meeting.
Directors must attend a minimum of 70% of Board meetings to be eligible for re-election. Directors who are unable to attend meetings or who can no longer support the mission of TCC may be asked to resign their position with the organization.
2. Terms. The initial elected term of a Director shall be for three (3) years with terms staggered so that a majority shall not stand for reelection in any one year. The term of a Director may be extended for two (2) three-year terms following expiration of the initial term.
In addition to the above, Directors may be appointed by the Board to fill the unexpired term of a vacancy, for whatever reason, of an existing Director.
3. Officers. The Board shall elect a President, Vice President, Treasurer and Secretary, who shall hold office until the next Annual Meeting of the Board or until their respective successors are elected and qualified. Officers may be removed from their respective offices with or without cause by vote of a majority of the Board then in office. All Officers shall be Directors. The responsibilities of the Officers are more fully described in Article IX.
4. Term Limits. The President and Vice President may be elected for three successive terms, which commence at the Board meeting immediately following the Annual Meeting. The Treasurer and Secretary may be elected for five successive terms, which commence at the Board meeting immediately following the Annual Meeting. An officer who has completed the designated number of terms or leaves their position as an officer prior to the conclusion of the designated number of terms shall not be eligible to return to the same position until twelve months has passed.
5. Resignation. Any Director or Officer may resign at any time by giving his or her resignation in writing to the President, Secretary or any other Officer or Director of TCC.
6. Removal. Directors may be removed from office at any time with or without cause by a majority vote of the Board or by a majority vote of the Members.
7. Compensation. No Director or Officer shall receive any compensation for their service as a Director or Officer. No Director or Officer removed from such office shall have any right to damages on account of such removal.
8. Vacancies. Continuing Directors may act despite a vacancy or vacancies in the Board and shall for this purpose be deemed to constitute the full Board. Any vacancy in the Board, however occurring, including a vacancy resulting from the enlargement of the Board, may be filled by the Board. Vacancies in any Office may be filled by the Board.
9. Fiduciary Duty. All Directors and Officers shall have a fiduciary duty to TCC in the performance of their responsibilities for TCC.
Meetings of the Members
1. Place. All meetings of the Members shall be held at such place as determined by the Board.
2. Annual Meeting. The Annual Meeting of the Members shall be held in the fourth quarter of the fiscal year at a date and place to be determined by the Board and shall be called by any officer of the organization.
3. Special Meeting. Special Meetings of the Members may be called by the President or by a majority of the Board of Directors, or whenever ten or more Members shall make a written application to the Secretary stating the time, place, and purpose of the meeting.
4. Notice. All meetings of the Members shall be called by giving at least 14 days’ notice to each Member stating the place, day and hour, and purpose of the meeting. Notices shall be delivered electronically or mailed to the address of each Member as the address appears in the records of TCC.
5. Quorum. A quorum for the Annual and/or Special Meetings shall require no less than ten percent (10%) of all Members.
6. Voting. At all meetings of the Members every Member, as defined above, shall be entitled to one vote. When a quorum is present at any meeting, the vote of a majority of the Members shall decide any question brought before the meeting. Members may not vote by proxy, written or otherwise.
The Board shall, from time to time, establish annual dues and inform the Members in writing or electronically of the same.
Meetings of the Board of Directors
1. Meetings. Meetings of the Board shall be held at least once a month unless cancelled by a majority vote of the Board. Meetings will occur at such times and places as called by the President or a minimum of four members of the Board.
2. Notice. The Board shall be given no less than a forty-eight (48) hour notice by mail, telephone, electronically or word of mouth for any meeting called by the President.
3. Quorum. A quorum for any meeting of the Board shall require no less than forty (40%) percent of the Board members then in office. If a quorum is present, a majority of the Board present may take any action on behalf of the Board.
4. Action by Consent or electronic mail (email). Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a majority of the Directors consent. Such consents shall be treated for all purposes as a vote at a meeting.
5. Voting by Proxy Letter. Members who are unable to be present at a Meeting of the Board my submit a proxy letter and empower another Board Member to vote on their behalf.
6. Conflict of Interest. A Director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which TCC contemplates contracting or transacting business shall disclose his or her relationship or interest to the other Directors acting upon or in reference to such contract or transaction. No Director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the other Directors shall be required.
Powers and Duties of Directors and Officers
1. Directors. The Directors, acting on behalf of the Board, shall be responsible for the general management and supervision of the business and affairs of TCC. The Board may from time to time, to the extent permitted by law, delegate any of its powers to committees, subject to such limitations as the Board may impose.
2. President. The President shall be the Chief Executive Officer of TCC and as such shall have charge of the affairs of TCC subject to the supervision of the Board and shall preside at all meetings at which he or she is present. The President shall also have such other powers and duties as customarily belong to the office of the President or as may be designated from time to time by the Board.
3. Vice President. The Vice President shall assume the responsibilities of the President for those times when the President is unable to perform his or her duties.
4. Secretary. The Secretary shall record all proceedings of the meetings of the Members and Board in a book or books to be kept and shall have custody of the same.
5. Treasurer. The Treasurer shall be responsible for maintaining the financial records of TCC including the receipt and deposit of all revenues and payment of all expenses. The Treasurer shall have the authority to make payments approved under the budget up to a sum of $1,000.00 and up to $300.00 for discretionary items outside of the approved budget. All expenditures in excess of $1,000.00, which have been approved under the budget, and all discretionary items in excess of $300.00, which have not been approved under the budget, must be approved by the appropriate Board Committee or an Officer of the organization prior to submission to the Treasurer. The Treasurer shall submit a monthly financial report to the Board.
The Board shall nominate and ratify members for seven (7) standing Committees: Finance, Membership, Program, Nominating, Building and Preservation, Capital Campaign and Development, and Marketing and Media and as many ad hoc Committees as it deems appropriate. Each Committee must consist of at least two Board members at all times.
Each Committee shall be chaired by a Director and shall have the following responsibilities and duties:
Finance Committee. Shall be responsible for the oversight of the financial functions of TCC inclusive of monthly and annual reports, budgets, audits, expenditures, payments and investments to ensure fidelity with the fiduciary requirements established by the Board. The President and the Treasurer shall serve as Co-Chairs of this committee.
Membership Committee. Shall be responsible for maintaining accurate membership rolls, handling the process of membership renewals, and membership growth.
Program Committee. Shall be responsible for organizing such events as the annual Lecture Series, the Annual Meeting, and other special events, as approved by the Board, to be held at the Olde Colonial Courthouse and elsewhere.
Nominating Committee. Shall be responsible for preparing and submitting to the Board, for its approval:
- candidates to fill Director positions that may be vacant, for what ever reason, during the course of the year, and
- a slate of Directors which will be presented to the Members at TCC’s Annual Meeting. This slate shall be submitted to the Board prior to the Notice of the Annual Meeting to be given to the Member
Members of this Committee shall not include any Director or Officer whose term is being considered by the Committee.
The Committee shall comprise no fewer than three (3) members of the Board, none of whose terms is up for extension.
Building and Preservation Committee. Shall be responsible for overseeing the physical condition of the Courthouse including, but not limited to, the repair, maintenance, security, fire and safety and compliance with law and regulations affecting places of public assembly. This shall include the apartment located within the Courthouse. The committee shall submit an estimated annual budget to the Board for its approval and maintain a monthly report of repairs performed.
Capital Campaign and Development Committee. Shall be responsible for fundraising activities, request for grants, both public and private, endowments, and rental of the Courthouse.
Marketing and Media Committee. Shall be responsible for promoting the activities of the organization through newspapers, electronic media, radio, etc. as well as writing and placing articles that relate the activities of the organization.
Ad Hoc Committees. The Board shall nominate and ratify ad hoc Committees as needs arise.
The activities of all of the committees, including a projected budget, shall be subject to approval of the Board.
The Board shall review the By-Laws of the corporation annually and may make, amend or repeal these By-Laws in whole or in part and shall give written notice of such action to the Membership at the Annual or Special Meeting of the Members. Changes to the By-Laws must be approved by a two-thirds majority of the Board. Notwithstanding the above provisions of this Article XI, any amendment, alteration or repeal of a By-Law by the Board shall not be valid and given full force and effect unless and until approved by a majority of the Members present as provided for above.
Dated: August, 2016