By- Laws of the North Tonawanda History Museum

Original Constitution & By-laws approved at October 9, 2003 meeting of Steering Committee-Charter Board of Directors. Revised 4/29/2004 at re-organizational meeting following approval of Provisional Charter by the Board of Regents of the State University of New York on 4/20/2004). Further revised September 2, 2004; amended December 5, 2005; amended January 9, 2006; amended December 4, 2006; amended February 5, 2007.

BY- LAWS OF THE NORTH TONAWANDA HISTORY MUSEUM

ARTICLE 1 – NAME & NONPROFIT POLICY

SECTION 1 – NAME

This corporation is and shall be known as the North Tonawanda History Museum, hereinafter referred to as the “Museum.”

SECTION 2 – NONPROFIT POLICY

The Museum shall not be operated for profit, and its entire properties, assets, and facilities shall be devoted to the purposes for which it is organized as set forth in this constitution and by-laws, as the same may from time to time be amended.

ARTICLE II – PURPOSES

SECTION 1 – PURPOSES

The purposes of the Museum as set forth in this constitution and by-laws are exclusively educational in nature, to wit: to collect, preserve, interpret, and display objects related to the historical heritage of the City of North Tonawanda, New York; and to research, document, and disseminate information on the historical heritage of North Tonawanda, New York. Further, to promote and encourage: original historical research; a greater knowledge of the history of the City of North Tonawanda, New York; and suitable marking of places of historic interest. And to acquire by purchase, gift, devise, or otherwise the title to or the custody and control of historic sites and structures, and to preserve and maintain such sites and structures.

ARTICLE III – BOARD OF TRUSTEES

SECTION 1 – ELECTION AND POWERS

The Board of Trustees shall have custody, control and direction of the Museum, its collection, property, and other assets, Trustees shall be elected at each Annual Meeting of the Board, and each Trustee shall serve until his or her successor is elected and qualified, unless his or her Trusteeship be theretofore vacated by resignation, death, removal, or otherwise.

SECTION 2 - NUMBER

The number of Trustees constituting the entire Board of Trustees shall be twenty-one (21). The Board of Trustees, by a two-thirds (2/3) vote of all members of the Board after notice of the proposed action in the call for the meeting, may resolve to increase or decrease the number of Trustees to the extent permitted in the Charter of the Museum, provided that no decrease shall shorten the term of any incumbent Trustee.

SECTION 3 – CLASSES

Each Trustee shall serve a term of three (3) years, except as provided hereafter in this Article. For the purpose of staggering their terms of office, the Trustees shall be divided into three (3) classes, as nearly equal in numbers as may be, and the term of office of one class shall expire each year in regular rotation. In case the number of Trustees in any class becomes unequal to the other classes, the Board of Trustees may elect one or more Trustees to terms of one or two years, as may be deemed most practical.

Upon retirement from the Board of Trustees, or following the expiration of maximum allowable terms, or at the discretion of the Board of Trustees, former Trustees may become part of the Advisory Committee and may also be given the status of Trustee Emeritus. A Trustee Emeritus will not have voting privileges and will have no fiduciary responsibilities for the operation of the Museum, nor will a Trustee Emeritus be considered in determining a quorum for meetings.

Ex-officio Trustees may be appointed by majority vote of the Board of Trustees from time to time as deemed appropriate. Ex-officio Trustees will not have voting privileges and will have no fiduciary responsibilities for the operation of the Museum, nor will an Ex-officio Trustee be considered in determining a quorum for meetings .

SECTION 4 – VACANCIES

In case of any vacancy in the Board of Trustees, a majority of the remaining Trustees may elect a successor to fill the unexpired term, and to serve until his successor shall have been duly elected and qualified. In the event of increase in the number of Trustees, additional Trustees may be elected to terms of one, two, or three years as may be necessary to maintain equality in numbers among the classes of Trustees. Additional Trustees so elected shall serve until their successors shall have been duly elected and qualified.

SECTION 5 – ABSENCES

If any Trustee shall fail to attend three (3) consecutive meetings of the Board of Trustees without excuse accepted as satisfactory by the Board, such Trustee shall be deemed to have resigned and the vacancy shall be filled.

SECTION 6 – REMOVAL

Subject to the due-process requirements of applicable law, at any meeting of the Board of Trustees duly called, any Trustee may, by vote of two-thirds (2/3) of the entire Board, be removed from office and another may be elected by the Board to fill the unexpired term of the Trustee so removed.

SECTION 7 – MEETINGS

The Annual Meeting of the Board of Trustees for the presentation of the annual report shall be held on the third Thursday of June of each year, and at such time and place as may be fixed by the Board of Trustees and named in the notice. The Annual Meeting or Meetings for the election of Trustees and officers shall be held in December of each year at date, time, and place to be fixed by the Board of Trustees and named in the notice. Regular meetings of the Board of Trustees shall be held at such times as the Board may, from time to time, determine. Special Meetings of the Board of Trustees shall be held at any time, on call by the President of the Board, or by the Secretary on the request in writing of any three (3) members of the Board.

SECTION 8 – AGENDA FOR REGULAR MEETINGS

The agenda or order of business for each Regular Meeting shall include the following:

a) Call to order

b) Roll call

c) Approval of Minutes

d) Financial Report

e) Reports of Regular Committees

f) Reports of Other Committees

g) Report of the Director

h) Report of the Curator

i) Old Business

j) New Business

k) Adjournment

SECTION 9 – NOTICE OF MEETINGS

Notice of time and place of every meeting of the Board shall be mailed not less than ten (10), nor more than twenty (20) days before the meeting, to each Trustee at his or her address as set forth in the records of the Museum.

SECTION 10 – WAIVER OF NOTICE

Notice of a meeting need not be given to any Trustee who submits a signed written waiver thereof, whether before or after the meeting, nor to any Trustee who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

SECTION 11 – QUORUM

A majority of the entire Board of Trustees shall constitute a quorum at any meeting of the Board, and except as otherwise provided by law or herein, a majority in number of such quorum shall decide any question that may come before the meeting. A majority of the Trustees present at any regular of special meeting, although less than a quorum, may adjourn the same from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 12 – ACTION WITHOUT A MEETING

Any action required or permitted to be taken by the Board of Trustees or any committee thereof at a duly held meeting may be taken without a meeting if all members of the Board of Trustees or the committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board of Trustees or committee shall be filed with the minutes of the proceedings of the Board of Trustees or the committee.

SECTION 13 – PERSONAL ATTENDANCE BY CONFERENCE COMMUNICATION EQUIPMENT

Any one or more members of the Board of Trustees or any committee thereof may participate in a meeting of such Board or committee, with the consent of all the members of such Board or committee present in person at such meeting, by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 14 – EXECUTIVE COMMITTEE

The Board of Trustees shall, by an affirmative vote of a majority of the entire Board, appoint an Executive Committee, to consist of the President, Vice President, Secretary, Treasurer, and other members of the Board of Trustees all the authority of the board of Trustees, except that the Executive Committee shall have no authority as to those matters proscribed under any provision of applicable law. The Executive Committee shall review, at least annually, the performance and effectiveness of the Director, and shall recommend the compensation and benefits of the Director. The Executive Committee shall report all its actions to the next meeting of the Board. Any reference in these Bylaws to the Board of Trustees shall include the Executive Committee unless the context or express provision otherwise provides.

SECTION 15 – REGULAR COMMITTEES

As soon as practicable each year following the Annual Meeting of the Board of Trustees and upon the recommendation of the President, the Board shall appoint the following Regular Committees, each of which shall consist of at least one Trustee. Trustees shall have the authority to carry out its purpose as set forth in this Section 15. In making these appointments, the Board shall designate the Chairman of each committee other than the Finance Committee.

a) Collections Committee. There shall be a Collections Committee which shall recommend policy for acquisitions to the collections, either by purchases or gift, and shall carry out a continuing review of all acquisition programs. The committee shall also be responsible to the Board for policies relating to preservation, de-accessioning, and other disposition of the collections.

b) Community Relations Committee. There shall be a Community Relations Committee which shall recommend policy for the community relations, public relations, membership programs, and development of activities for the Museum.

c) Education Committee. There shall be an Education committee which shall recommend policy for all educational and group activities for the public.

d) Finance Committee. There shall be a Finance Committee which shall recommend policy and be responsible for the supervision and direction of the care and custody of all assets of the Museum. The Finance Committee shall advise the Director in the preparation of the budget for the calendar year which shall be presented annually to the Board of Trustees for adoption. The Finance committee shall review with the Director and the independent public accountants then serving the Museum audit policies and the proposed annual audit report to be submitted to the Board. The Finance committee shall recommend ways and means of funding facilities, collections, programs and other activities of the Museum. The Treasurer shall serve as Chairman of the Finance Committee.

e) Nominating & Governance Committee. There shall be a Nominating & Governance Committee which shall recommend persons for election to the Board of Trustees, and a slate of officers for election to three-year terms at the Annual Meeting of the Board of Trustees. Nominations shall be mailed to each member of the Board of Trustees at least fifteen (15) days prior to the Annual Meeting of the Board. The Nominating & Governance Committee shall also recommend to the Board persons to fill vacancies as soon as practicable after they may occur. The Nominating & Governance Committee may also propose to the Board persons for election as Honorary Trustees, Trustees Emeritus, or Ex-officio Trustees. The Nomination & Governance Committee may also propose to the Board persons for election as members of the Advisory Committee. The President shall not serve on the Nominating & Governance Committee.

f) Personnel Committee. There shall be a Personnel Committee which shall recommend policies relating to the recruitment, compensation, benefits, and retention of Museum employees, other than the Director, and all employee policies and programs.

g) House and Grounds Committee. There shall be a House and Grounds Committee which shall recommend policies for the maintenance, repair, and occupancy of the physical facilities and grounds of the Museum.

h) Advisory Committee. There shall be an Advisory Committee, comprised of individuals with specific knowledge, training and expertise to serve as regular consultants to the Board of Trustees and staff, individually, rather than collectively. The Director shall serve as Chairman of the Advisory Committee.

SECTION 16- OTHER COMMITTEES

The President, with approval of the Boards of Trustees, may designate additional committees, each of which shall consist of at least one Trustee and may include other persons who need not to be Trustees. Each such committee shall have such authority and shall serve for such time as provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee by Section 14 or on any Regular Committee by Section 15 of this article.

ARTICLE IV

OFFICERS

SECTION 1- ELECTION OF OFFICERS

The Board of Trustees shall elect a President, a Vice President, a Secretary, and a Treasurer of the Museum. Each such Officer shall be elected from among the Trustees at the Annual Meeting of the Board for a term of one year, from January 1 to December 31 of the year following the date on which the Annual Meeting at which the officer was elected, and until his or her successor is elected and qualified. Any vacancy in the above offices shall be filled by the Board of Trustees as soon as practicable.

SECTION 2- REMOVAL

At any meeting of the Board of Trustees duly called, any Officer of the Museum may, by a vote of two thirds (2/3) of the entire Board, be removed from office and another may be elected by the Board in the pace of the Officer so removed, to serve until the next Annual Meeting of the Board.

SECTION 3- PRESIDENT

The President shall be the presiding officer of the Board of Trustees, with the power and duty to exercise general supervision over the affairs and operations of the Museum. He or she shall act as Chairman of and preside at all meetings of the Board and of the Executive Committee. He or she shall serve on all Regular and other committees, except the Nominating & Governance Committee, in addition to the appointed members. The President shall have such other powers and duties as may be designated by the Board.

SECTION 4- VICE PRESIDENT

At the request of the President or in his or her absence or during his or her disability, the Vice President shall perform the duties and exercise the functions of the President. The Vice President shall have such other powers and duties as may be designated by the Board of Trustees or the President.

SECTION 5- SECRETARY

The Secretary shall be responsible for the keeping of Minutes of all meetings of the Board of Trustees. He or she shall see that all notices are duly given in accordance with the provision of these bylaws or as required by law. The Secretary shall be responsible for the custody of the records and of the seal or seals of the Museum. The secretary shall have such other powers and duties as may be designates by the Board or the President.

SECTION 6- TREASURER

The Treasurer shall have supervision over the financial records of the Museum. The Treasurer shall provide the Board of Trustees at each of its regular meetings with a statement of the financial condition of the Museum. He or she shall serve as Chairman of the Finance Committee and shall have such other powers and duties as may be designated by the Board.

ARTICLE V

MEMBERSHIP

SECTION 1- PURPOSE AND AUTHORIZATION

In order to provide a means of attracting interesting in and support for the activities of the Museum, the Board of Trustees may establish from time to time one or more classes of membership as it deems fit, on such terms and conditions as the Board by resolution shall determine, subject to the requirements of applicable law. The Board of Trustees shall constitute the voting members of the Museum.

ARTICLE VI

DIRECTOR

SECTION 1- DIRECTOR

The Board of Trustees may appoint and employ a chief administrator of the Museum, designated as Director. The Director shall serve at the pleasure of the Board.

SECTION 2- DUTIES OF DIRECTOR

The Board of Trustees may delegate to the Director the responsibility and authority for carrying out the policies and purposes that have been adopted and approved by the Board. The Director shall be the chief officer of the staff of the Museum, and shall appoint, supervise, and, when necessary, discharge individuals who occupy staff positions authorized by the Board. The Director shall have such powers and duties as may be designated by the Board.

ARTICLE VII

AMENDMENT AND OTHER PROVISIONS

SECTION 1- AMENDMENTS

Subject to the requirements of applicable law, these Bylaws may be adopted, amended or repealed in whole or in part by the affirmative vote of a majority of the entire Board of Trustees, provided that al least thirty (30) days before the meeting at which any amendment shall be voted upon, written notice of the proposed amendment shall be mailed to each member of the Board, together with a concise statement of the changes proposed to be made.

SECTION 2 - CONDUCT OF MEETINGS

Except as otherwise provided in the Bylaws, by applicable law, or by resolution of the Board of Trustees, all meetings of the Board or of any committee designated by the Board shall be conducted in conformity with Roberts Rules of Order, Revised, as amended from time to time.

SECTION 3 - FINANCIAL REPORTING

For financial reporting purposes, the Museum shall report from January 1 through December 31 of each year.

SECTION 4 - INDEMNIFICATION

The Museum shall indemnify 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 intestate, is or was a Trustee or Officer of the Museum and any Trustee 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 Trustees, purchase and maintain insurance pursuant to such indemnification and indemnify all other corporate personnel to the extent permitted by law.

SECTION 5 - INTERESTED TRUSTEES AND OFFICERS

Each Trustee and Officer of the Museum shall disclose in writing to the Board of Trustees and conflict of interest which he believes may arise in connection with his service as a Trustee 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 Trustees or Officers are directors or officer, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Trustee or Trustees 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 of 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 Trustee or Officer.

ARTICLE VIII

DISTRIBUTION OF ASSETS UPON DISSOLUTION

In the event of dissolution, all of the remaining assets and property of the institution shall, after necessary expenses thereof, be distributed to such organization as shall qualify under section 501© (3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such manner as in judgment of a Justice of the Supreme Court of New York will best accomplish the general purposes for which this corporation was formed. Organizations to which such assets and property are distributed should have collections management policies similar to those of his Museum.

Adopted April 29, 2004

Amended: September 2, 2004

Amended December 5, 2005

Amended January 9, 2006

Amended February 5, 2006

Provisional Charter approved by the Regents of the State University of New York April 20, 2004, at a meeting in the Theodore Roosevelt Inaugural Historic Site.