The Black River Academy was chartered in 1835 and received students from 26 states and 3 foreign countries throughout its 103 years of educating young men and women. The original building burned and for 44 years classes were held in the old Union Church , which was taken down and the present academy erected on the identical site in 1888-l889. The last class to graduate the old Academy was that of 1938. In 1948 the building was leased for a convalescent home. From 1968 to 1972 the building was idle waiting for revival. Following the formation of the Black River Historical Society, the Black River Academy Trustees were favorable to selling for one dollar the building and grounds to that society. The Academy building was restored and transformed into museum to house the cultural heritage of the Black River Valley area.
For a special view of early Ludlow and the impact of the Great Flood of 1927 click here to view photos provided by Lowell F. Hammond 2nd.
BY-LAWS OF THE BLACK RIVER ACADEMY MUSEUM & HISTORICAL SOCIETY, INC. Revised July 16, 2013
Black River Historical Society, Inc.
Black River Academy Museum
P.O. Box 73 I 14 High Street
Ludlow, Vermont 05149
BY-LAWS OF THE BLACK RIVER ACADEMY MUSEUM
& HISTORICAL SOCIETY, INC.
ARTICLE I: NAME
The organization shall be known as the Black River Academy Museum and Historical Society, Inc., of Ludlow, Vermont.
ARTICLE ll: MISSION & VISION
The mission of the organization is to present the ethnic and cultural traditions of the Black River Valley through collection and preservation of artifacts, records, and memorabilia; to provide educational opportunities for all ages in order to promote a thorough understanding of this heritage; to take an active role in preserving historic sites of the Black River Valley; and to safeguard the identity of the Black River Academy building and history as the alma mater of President Calvin Coolidge and its other graduates. The vision of the organization is “To foster history, education, and culture in the Black River Valley.” The Society shall be non-profit.
ARTICLE III: MEMBERSHIP
Section 1. The members of the Society shall consist of any person interested in the mission and vision for which the Society is incorporated who shall, upon payment of the appropriate membership fee, be entitled to membership. The membership fee, and classes of membership, shall be determined from time to time by the Board of Trustees.
Section 2. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Section 3. Annual Meeting. The annual meeting of the membership for the election of trustees and the transaction of such other business as may properly come before it shall be held in the fourth quarter of each calendar year. The annual meeting may be held at the principal office of the Society or at such place within Ludlow as the Trustees shall determine.
Section 4. Special Membership Meetings. Special meetings of the members, for any purpose or purposes described in the notice of meeting, may be called by the President or by the Board of Trustees and shall be called by the President at the request of the holders of not less than five percent (5%) of the total members in good standing.
Section 5. Quorum. The presence, in person or by proxy, of ten members, at least five of whom shall be Trustees, shall be necessary to constitute a quorum for the transaction of business at all meetings of members. If, however, such a quorum shall not be present or represented at any meeting of members, the members entitled to vote thereat shall have the power to adjourn the meeting to a future date at which a quorum shall be present or represented.
Section 6. Action by Vote. When a quorum is present at any meeting, a majority of the members present (or represented by proxy) and voting shall decide any question – unless otherwise provided by law, the Articles of Association, or these By-laws.
Section 7. Notice of Meeting. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be made by first class mail, telephone, email (or other electronic means), whichever is more convenient, at least fourteen days in advance of said meeting.
ARTICLE IV: BOARD OF TRUSTEES
Section I. Number, Election, and Term. There will be no less than six (6) and not more than fifteen (15) Trustees, the number to be determined by the Board, divided into three approximately equal classes so that one-third of the Trustees shall be elected in any given year. Trustees shall hold office for a term of three years and may be reelected for additional terms.
Section 2. Removal of Trustees. Any Trustee missing three consecutive regular meetings, without reasonable cause, may be removed by a majority vote of the other Trustees, but only after reasonable notice and an opportunity to be heard.
Section 3. Vacancies. Any vacancy occurring in the Board may be filled by the Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 4. Powers. The affairs of the Society shall be managed by the Trustees who shall have and may exercise all the powers of the Society. The Board may elect or appoint committees as needed to carry out the work of the organization. The Board can hire and fire staff to carry out policies and programs.
Section 5. Meetings. The Board of Trustees shall meet regularly, but no less than four times a year. Regular meetings may be held at such places and times as the Trustees may determine. Special meetings of the Trustees may be held at any time and at any place when called by the President or by two or more Trustees.
Section 6. Notice of Meetings. Notice of regular and special meetings shall be delivered by mail, by telephone, by email (or other electronic means), or in person to all members at least five days prior to the date of such meetings, and shall include an agenda.
Section 7. Quorum. At any meeting of the Trustees, a majority of the Trustees shall constitute a quorum.
Section 8. Action by Vote. When a quorum is present at any meeting or represented at the meeting by a designated proxies, a majority of the Trustees present (or represented by proxy) and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Association, or these By-laws.
Section 9. Action by Writing. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if all members of the Board consent thereto in writing (including by email, etc.) and the writing is filed with the minutes of the Board of Trustees. Such consent shall be treated as a vote of the Board of Trustees for all purposes. However, failure of a Trustee to object or consent in writing to said action within ten days of said member’s receipt of notice of such action, shall constitute the consent of such member.
ARTICLE V: OFFICERS
Section 1. Number and Qualifications. The officers of the Society shall be a President, Vice President, Treasurer, Secretary, and such other officers, if any, as the Trustees may determine. Officers must be Trustees of the Society.
Section 2. Election. The officers shall be elected annually by the Trustees at their first meeting held after the annual meeting of the membership. Other officers may be chosen by the Board at any time.
Section 3. Removal of Officers. With cause, any officer may be removed by the vote of a majority of the Board of Trustees.
Section 4. Duties of Officers. The duties and powers of the officers of the Society shall be as follows.
President – The President shall perform the following duties:
a) Preside at all meetings of the Board of Trustees and membership.
b) Be the chief executive of the Society.
c) At each annual meeting of the membership and Trustees, cause for delivery
of a report on the condition of the business of the Society. ·
d) Cause to be called regular and special meetings of the membership and
Trustees in accordance with these By-laws and requirements of law.
e) Appoint and discharge all committees, staff, and agents of the Society other than
the duly elected officers, subject to the approval of the Board of Trustees.
f) Sign and execute all contracts in the name of the Society and all notes, drafts, and
other orders for the payment of money.
g) Cause all books, reports, statements, and certificates to be properly kept and filed
as required by law.
h) Enforce these By-laws and perform all the duties incident to the office and which
are required by law, and generally supervise and control the business and affairs of the Society.
Vice President – The Vice President will be prepared to substitute for and assist the President in all functions and duties of the Society. Further, the Vice President will perform such other duties as the Board of Trustees may prescribe.
Treasurer – The Treasurer shall perform the following duties
a) Be ·the chief financial ·officer and the chief accounting officer of the Society.
b) Be in charge of the financial affairs, funds, securities, and valuable papers,
and keep full and accurate records belonging to the Society.
c) Keep or cause to be kept accurate books of account of all Society business
and transactions and exhibit – at all reasonable hours books and accounts to
any Trustee upon request
d) Prepare a financial report for each meeting and file a copy of same with the
e) Perform such other duties and powers as designated by the Trustees or
Secretary – The Secretary shall perform the following duties:
a) Keep the minutes of the Society, and cause for the maintenance of the
membership records and for all notices required to be sent to the
membership or to the Board of Trustees under the provisions of these By-
b) Cause for the custody of the corporate seal, if any, and of the corporate
records within this state.
c) Cause for the exhibit at all reasonable hours books of minutes and
membership to any Trustee upon request.
Section 5. Other Powers and Duties. Subject to these By-laws, each officer of theSociety shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as may be designated from time to time by the Board of Trustees.
Section 6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Trustees.
Section 7. Resignation. Any officer may resign by mailing, delivering, or emailing, etc. his/her written resignation to any of the officers of the Society, at a meeting, or at the Society’s principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time).
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section I. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific business.
Section 2. Loans. No loans shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Society and in such manner as from time to time shall be determined by resolution of the Board of Trustees.
Section 4. Deposits. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Trustees shall select.
ARTICLE Vll: AMENDMENTS .
The By-laws may be amended or changed by a vote of two-thirds of the members present at an annual or special meeting unless the By-laws or the Vermont Non-Profit Corporation Act require a greater vote. Notice of such proposed amendments or changes, together with recommendations of the Board, shall be circulated to the membership fourteen (14) days prior to a vote on said changes.
ARTICLE Vlll; DISSOLUTION OR SALE OF ASSETS
A two-thirds vote of the membership shall be required to sell or mortgage assets of the Society not in the regular course of business or to dissolve the Society Upon dissolution of the Society, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(cX3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the Society shall inure to the benefit of or be paid or distributed to an officer, Trustee, member, employee, or donor of the Society.
(Revised: July 16, 2013. Previous revision: September 17, 1998.)