Note: The Proposed By-Laws to be presented to the Membership on Monday, November 19, 2012 follow. The current By-Laws are at the end of this page.
TALES OF CAPE COD, Inc.
Establishment and Purposes of Corporation
The mission of Tales of Cape Cod, Inc. (“TOCC”) is to bring Cape Cod history to life through stories and programs at the Olde Colonial Courthouse in Barnstable, Massachusetts, including preserving the Courthouse itself and the recorded memories of Cape Codders, presenting historical lectures and reenactments, and making the Courthouse available for appropriate community and private functions. TOCC was founded in 1949 and established as a Massachusetts non-profit corporation pursuant to M.G.L. Chapter 180 on November 21, 1955.
On December 5, 1958 TOCC received approval from the Internal Revenue Service designating it for tax purposes as a 501(c)(3) tax-exempt entity.
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 Article VII.
- BOARD OF DIRECTORS are those individuals who are responsible for the management and day-to-day operations of TOCC as more fully described in Article V.
- MEMBERS are individuals or institutions interested in supporting the Purposes and Mission of TOCC 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 Article V.
The Fiscal Year of TOCC shall begin on the first day of October 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 TOCC 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 start of the last month of the fiscal year shall be applied to the following Membership term.
2. Classes of Membership. There are four (4) classes of memberships:
- Individual. Annual dues required
- Family. Annual dues required
- Sustaining. Annual dues required
- Life. Exempt from annual dues as determined by the Board
Officers and Directors
1. Board. TOCC 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 TOCC 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.
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. 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 TOCC.
5. 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.
6. 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.
7. 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.
8. Fiduciary Duty. All Directors and Officers shall have a fiduciary duty to TOCC in the performance of their responsibilities for TOCC.
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 November at a date and place to be determined by the Board and shall be called by the President, Treasurer or Secretary of the Board. In the event the Annual Meeting is not held in November, a Special Meeting in lieu of the Annual Meeting may be held with all the force and effect of an Annual Meeting.
3. Special Meeting. Special Meetings of the Members may be called by the President or by any Officer or upon written request of no less than 10% of the Members entitled to vote.
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 TOCC.
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 such times and places as determined by the President.
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. Conflict of Interest. A Director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which TOCC 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 TOCC. 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 TOCC and as such shall have charge of the affairs of TOCC 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 maintaining the financial records of TOCC including the receipt and deposit of all revenues and payment of all expenses. No payment of expenditures may be made without the prior approval of the President. The Treasurer shall submit a monthly financial report to the Board.
The Board shall appoint six (6) Committees: Finance, Membership, Nominating, Program, Development, and Building and Preservation. The President shall name and the Board ratify Committee members. 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 TOCC 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 ColonialCourthouse 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 TOCC’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.
Development Committee. Shall be responsible for fundraising activities, request for grants, both public and private, endowments, and rental of the Courthouse.
The activities of all of the committees, including a projected budget, shall be subject to approval of the Board.
Iyanough Grave Site
The Board considers the Iyanough Grave Site property in Barnstable, MA, owned by TOCC, to be of significant cultural and historical importance as a Native American burial ground. It is the intention of the Board that this property be maintained in good condition and to prevent encroachment by others.
In the event that the Board determines that it is in the best interest of this property that the ownership be transferred, it shall be done in accordance with the following conditions:
1. If transferred to the Town of Barnstable, it shall be subject to the condition that the
property remain as open space and forever be protected as a burial ground for Native
2. If transferred to the Wampanoag Tribe, it shall be subject to its being preserved as a
sacred tract of land and as a resting place for future Native American remains as well
as those already interred on this property.
The Board 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. Notwithstanding the above provisions of this Article XII, 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: November, 2012