By-Laws

Tales of Cape Cod, Incorporated

Old Colonial Courthouse
Barnstable Village, Massachusetts

The organization was founded in 1949 to collect, preserve and make available oral, written and visual recollections of Cape Cod history and experience and to maintain and preserve the Olde Colonial Courthouse as a center for cultural, educational and historical activities. It is committed to maintain the Iyanough grave site which it owns in Cummaquid, make it available for appropriate Native American burials and support Native American culture and heritage.

ARTICLE I – Membership

Any person or institution interested in supporting the organization may become a member.
Members may be one of three classes:
a) Regular – upon application and payment of annual dues
b) Life – exempt from annual dues upon payment of a lump sum to be determined by the Board of Trustees from time to time
c) Honorary Life – elected by the Board and exempt from annual dues
Regular meetings of the Corporation, excepting those of the Executive Committee or when the Board meeting has gone into executive session, are open to all members.
The Annual Meeting is open to all, but only Regular and Life Members may vote or hold office.

ARTICLE II – Board of Trustees

There shall be a board of 21 Trustees each elected for a term of three (3) years, one/third of whom shall be elected by the Members each year at the Annual Meeting of the Corporation in staggered terms so that a majority shall not stand for election in any one year. Louis Cataldo, the organization’s founder, shall be a trustee for life with full voting privileges.
There shall be four officers of the Board of Trustees as described in Article III and four chairpersons of the Standing Committees as described in Article IV.
The Board shall have general supervision over the affairs of the Corporation with all powers necessary or convenient so to do.

ARTICLE III – Officers

The following officers shall be elected for two-year terms with the option of one additional term (maximum of 4 years) if so nominated, viz. a President, Vice President, Treasurer and Clerk. Should a member be elected to a two-year term as officer which will exceed his/her three year term as Trustee, the Trustee term shall be automatically extended to match the Officer term. The member shall then be eligible thereafter for re-election in accordance with these By-Laws.
It is expected that Officers and Board members regularly attend meetings except when business, personal affairs or emergency interferes. Board members shall notify the President or Clerk of an intended absence as early as possible before a scheduled meeting. After three (3) unexplained absences in any one year, the Board may remove that Officer or Trustee by a two/thirds vote of those present and voting at a regular or special meeting of the Board. Any Officer or Trustee whose behavior is deemed contrary to the best interests of the Corporation shall be considered by the Board on a case by case basis with a two/thirds vote of those present and voting necessary to remove the Officer or Trustee.
Any Board vacancy shall be filled by a simple majority vote of those present and voting at a regular or special meeting of the Board.
The President shall preside at all meetings of the Corporation (Annual Meeting), Board and Executive Committee. The President may name as many regular (non-standing) or ad hoc committees, their members and chairs, as are necessary for the work of the Board. These actions are to be ratified by the Board. The President is an ex officio member of all committees.
4(A). The Vice President shall preside at meetings in the absence of the President and perform such other duties as may be assigned.
The executive Committee shall be comprised of the four Officers and is chaired by the President. The President may name the immediate past President a member of this group. The Committee meets at the call of the President to deal with business arising between regular meetings or other such matters that may come before it. Actions of the Executive Committee are to be ratified by the Board of Trustees.
The Clerk shall take and transcribe the minutes of the Board of Trustees, the Executive Committee and the Corporation and shall maintain same in a safe place in the headquarters.
The Treasurer shall invest the funds of the Corporation in such savings or investment vehicles as may be authorized from time to time by the Board, maintain liquid bank and/or money market accounts in order to anticipate cash expenditures and pay such bills as approved by the Board or the President or are routine or directly related to previously authorized activities of the Board or Corporation; the Treasurer will give a full rendering of the financial condition of the Corporation at each meeting of the Board inclusive of assets and liabilities and receipts and expenditures. At least quarterly, this report shall be in writing. The Treasurer need not be bonded unless by direction of the Board, but shall be expected to act with fiduciary prudence at all times.
The Board shall appoint a qualified Certified Public Accountant, licensed in the Commonwealth of Massachusetts to audit the financial books of the organization as soon as practical after the close of its fiscal year (September 30). A full financial report, inclusive of the audited statements with accountant’s opinion attached, shall be presented to the Annual Meeting by the Treasurer. At its pleasure, the Board may request an outside audit at any time other than that to be performed at the end of the fiscal year.
The Board shall decide, from time to time by resolution, the number and names of signatories required on check in the payment of invoices and at what level of expenditure a single signature is sufficient. The Board shall, by resolution, designate one or more Assistant Treasurers with signing powers so that the functions of the Treasurer’s office can be carried out in her/his absence or disability. The Treasurer shall maintain as many bank accounts as are necessary or required by law to carry on the business of the Corporation, inclusive of a segregated savings account to hold at interest the security deposit of the apartment tenant.

ARTICLE IV – Committees

The Board shall have four (4) standing committees: Finance, Membership, Program, and Building & Preservation. The President shall name and the Board ratify Committee members and their chairs, the latter of whom shall be Board members.
Finance Committee shall have oversight of the treasury function inclusive of reports, audits, expenditures, payments and investments and shall work with the Treasurer to insure fidelity with the fiduciary requirements established by the Board. The Committee reviews the annual outside audit before it is presented to the Annual Meeting and deals with any suggestions contained in the accountant’s Management Letter. Committee regularly reviews and recommends changes in investment guidelines and/or policy to the Board.
Membership Committee is responsible for maintaining accurate membership rolls, handling the process of membership renewals and collection of dues and enhancing and expanding the general membership.
Program Committee arranges for the Summer Lecture Series, secures the services of speakers, devises other events at the Courthouse and elsewhere and bus tours to historic places. It is not limited to these events in supporting the organization’s mission to disseminate the history of Cape Cod, including operating the public access television series. Organization of the Annual Meeting and other events when the membership and guests are invited are also to the responsibility of this Committee.
Building & Preservation Committee shall be responsible for the physical condition of the Courthouse inclusive of repair, maintenance, security, fire safety and compliance with law and regulation affecting places of public assembly. The Board, from time to time, may set a budget figure or spending limit to be used for these purposes and the Committee, at least annually, shall present a preventative maintenance budget to the Board for its approval. The Courthouse apartment shall also be the responsibility of this committee and a member named as principal contact with the tenant and administrator of the lease.
Nominating Committee is an ad-hoc committee named by the President and approved by the Board at least six (6) weeks prior to the Annual Meeting with either three (3) or five (5) members charged with developing a slate of candidates to fill Officer and/or Board positions that may be up for election or re-election at the Annual Meeting. Officers shall not serve on this Committee and it may include at least one member not currently on the Board. The Nominating Committee shall prepare its slate in sufficient time to be communicated in writing to the general membership at least two weeks prior to the Annual Meeting. The Committee may nominate one or more of its members to be a Trustee or Officer.

ARTICLE V – Meetings

The Annual Meeting of the Corporation shall be held in November. Ten percent (10%) of the Regular and Life members shall constitute a quorum.
A quorum for any regular meeting of the Board is 40% of its members (rounded down) and the numbers of meetings of the Board each year shall be determined by the Board, but in no case be less than seven (5). The President or a majority of the Board may call a special meeting at any time at which the regular quorum requirement will rule.

ARTICLE VI – Dues

Annual dues are payable on a calendar year basis.
Dues levels and classes of membership may be determined by the Board from time to time and communicated in writing to the membership at least thirty (30) days before the end of the calendar year.
Life membership dues shall be treated in accordance with Article VII.

ARTICLE VII – Endowment Fund

The purpose of the Endowment Fund is to accumulate and preserve funds received from Life memberships and from gifts, legacies and memorials given to the corporation specifically restricted and directed to this fund. At the pleasure of the Board from time to time, interest earned on these moneys may remain in the fund or be withdrawn to be used for operating or any other purpose as determined by the Board. The principal of only those moneys given to the Corporation without specific restriction in the deed of gift by the grantor, may, in special circumstance or emergency, be used for capital or long-term expenditure by two/thirds vote of the Board.
At least annually, and preferably following the end of the fiscal year, the Treasurer shall report in writing to the Board as to the financial condition of the Endowment Fund with an accounting of interest, dividends, realize and unrealized capital gains or losses, new contributions and withdrawals as compared with the accounting of the previous fiscal year.

ARTICLE VIII – Amendments

By-Laws may be amended at 1) a meeting of the general membership by a two/thirds vote of those present and voting, or 2) by a mail ballot of the general membership by a two/thirds vote of those returning the ballots by the due date. Written notice of proposed additions or amendments to the By-Laws must be given to the membership at least two (2) weeks prior to a meeting of the general membership or two (2) weeks prior to the due date for return of mailed ballots.

ARTICLE IX – Iyanough Gravesite Land

Resolved that the Officers and Board of Directors of Tales of Cape Cod, Inc. consider the seven and a half acre property known as the Iyanough Grave-Site Land to be of significant cultural and historical importance as a Native American burial ground. It is the intention of Tales of Cape Cod that this property will be held and maintained in perpetuity by the organization. It will also be the responsibility of Tales of Cape Cod to prevent property encroachment by abutters as well as to keep the Iyanough Grave-Site sign in good condition.
In the event of unforeseen circumstances, Tales of Cape Cod could only sell or gift the property to either of the following two groups:
a) The Town of Barnstable which would agree by explicit stipulation that the land would remain as open space and forever be protected as a burial ground for Native Americans,
b) The Wampanoag Tribe, with expressed documented purpose of preserving this sacred tract of land as a permanent resting place for future Indian remains as well as those that may have been interred there over past years.