Redington Museum
Home of the Waterville Historical Society
Proposed bylaws for June 11, 2026 membership meeting:
Waterville Historical Society Bylaws
Article I: Legal Authority
Waterville Historical Society is chartered as a nonprofit corporation under and by virtue of the laws of the state of Maine. In accordance with Internal Revenue Code of 1986 Section 501(c)(3), the purposes of this corporation are limited to educational and public, not-for-profit activities.
Article II: Name and Location
Section 1: Official Name
"Waterville Historical Society"
Section 2: Assumed Name
For purposes of advertising and promotion, the corporation may at times utilize the assumed name of the "Redington Museum" or the "LaVerdiere Apothecary"; however, the official name shall remain the binding corporate name to transact business.
Section 3: Location
The principal office of the corporation and its registered agent shall be located in Waterville, Kennebec County, Maine. This designation may be changed from time to time only by official action of the Board of Directors with the filing of an appropriate certificate with the state of Maine Secretary of State.
Article III: Purpose
Section 1: Mission
The purposes of this organization shall be to collect, catalog, and preserve historical documents, relics, pictures, newspapers, biographical materials, and other items concerning the Waterville area, its past, and present; to provide educational services to the public; to arrange for the presentation of special readings and exhibitions for the membership and the general public; and to accept, purchase, sell, lease, or exchange real and personal estate and all interest therein as may be necessary or for the benefit of the corporation. In an effort to fulfill these purposes, the corporation maintains and operates the Redington Museum and the LaVerdiere Apothecary as its headquarters, providing educational benefits, storage for its possessions, and hosting tours.
Section 2: Restrictions
No activity of the corporation shall support political campaigns on behalf of any candidate for public office; restrict membership based on race, religion, gender, or national origin; or do anything to disqualify its tax-exempt status pursuant to 501(c)3 of the United States’ Internal Revenue Code.
Article IV: Membership
Section 1: Eligibility
Any person expressing an interest in supporting the Society is considered eligible for membership. A member in good standing shall have dues in a currently paid-up status as defined by the Board of Directors.
Section 2: Membership Fees
Membership shall be for a period of one year as established by the Board of Directors. The Board of Directors shall establish categories of membership and their respective fees.
Section 3: Voting Privileges
According to their category of membership, each member in good standing shall have one vote on motions presented at the Annual Meeting and at special scheduled meetings of the corporation. Membership is not transferable and does not confer any rights or interests in the assets or income. No proxy votes are permitted.
Section 4: Honorary Life Member
Upon motion and approval by the Board of Directors, an Honorary Life Membership may be conferred upon a member or nonmember who has rendered singular and extraordinary service to the corporation. Honorary Life Members shall enjoy all privileges and benefits of regular members without further payment of individual annual membership fees.
Article V: Board of Directors
Section 1: Governance
The business, property, and programs of this corporation shall be managed and controlled by a Board of Directors consisting of not less than seven (7) and not more than fifteen (15) duly elected voting members. The Board of Directors retains powers granted by the state of Maine Statutes, which permit all necessary and convenient actions to further all approved purposes of the corporation.
Section 2: Terms of Office
Directors elected at Annual Meetings shall serve a first term of either one (1), two (2), or three (3) years, depending on what is needed to maintain staggered terms of service for each approximate third of its membership. Each third shall be referred to as a “class.” For its first full term, the initial Board of Directors shall divide itself into three classes with one class serving one year, a second serving two years, and a third serving three years. A full term commences with the date of election. Directors are limited to three consecutive full terms with an ineligibility period of one year following the expiration of a third full term. Each Director must maintain member-in-good-standing status.
Section 3: Vacancies
Vacancies shall include both vacated and unfilled seats on the Board of Directors. Vacancies which occur on the Board shall be filled by the Board of Directors upon recommendation of the Chair for the remaining, unexpired term of an absent Director or for an unfilled seat. Such appointments commence on that date and end at an appropriate and subsequent Annual Meeting of the corporation. Such Directors appointed for a term of less than two years shall then be eligible for an additional two full terms as defined in these bylaws.
Section 4: Attendance Rule
Each Director is expected to attend all regular meetings of the Board, all special meetings, and Annual Meetings of the corporation. Those members with three consecutive, unexcused absences, as determined by the Chair or executive director, may be removed from the Board of Directors.
Section 5: Compensation
Directors shall be volunteers and shall receive no compensation for their services, except on occasion for certain expenses directly related to the mission and purposes of the corporation as may be approved by the Board.
Section 6: Commitment and Ethics Rule
Each Director must maintain a high commitment to the stated mission and goals of the corporation and exhibit the highest ethical standards in the conduct of business, as suggested among nonprofit organizations and the most recent Conflict of Interest Statement established by the board of directors and signed annually. Those Directors brought into question under this rule shall have a hearing before a special committee of the Board and, when their behavior is judged to be in conflict with the mission or ethical obligations of their role, or found to be incompatible with the best interests of the corporation, shall be removed from the Board of Directors.
Section 7: Management
The Board of Directors shall employ an Executive Director who is the chief executive officer responsible for managing daily operations, implementing strategic plans, fundraising, and acting as the primary liaison between staff and the Board of Directors. The board of directors shall fix the salary and other considerations of employment.
Article VI: Meetings
Section 1: Annual Meeting
An Annual Meeting of the corporation and its members shall be held each year in June.
Section 2: Meetings and Notice
As a minimum, regular meetings of the Board of Directors shall be held quarterly according to a schedule announced by the Board Chair at the Annual Meeting. Special meetings of the corporation shall be held at the discretion of the Chair or by a majority vote of the Board of Directors or upon written request by ten (10) percent of the corporation’s members-in-good-standing. Notices for such special meetings shall be provided by telephone, mail, or email at least ten (10) days before the announced time, date, and place.
Section 3: Quorum and Voting
A simple majority of Directors being present shall constitute a quorum for the conduct of business, with, thereafter, a simple majority vote required for action on motions. Each duly elected Director shall have one vote. Proxy shall not be permitted. At special meetings of the corporation and at the Annual Meeting, the same rules shall apply to all members in good standing. Ten percent of the membership shall constitute a quorum. Under special circumstances, the Executive Committee may meet by means of an electronic conference with all members included simultaneously.
Section 4: Rules of Order
Robert's Rules of Order (current edition) shall be followed in all meetings of the corporation and its committees, unless otherwise modified herein by these Bylaws. Minutes of actions taken and members present at such meetings shall be recorded and maintained.
Article VII: Officers
Section 1: Officers
Officers of the corporation shall include a Board Chair, a Vice Chair, a Secretary, a Clerk, and a Treasurer. All such officers must be duly elected from among voting members of the Board of Directors. No individual shall hold more than one office.
Section 2: Election and Term of Office
Election of officers shall occur each year during the Annual Meeting, following recommendations by a Nominating Committee appointed by the Board Chair. Each officer shall be elected by members-in-good-standing present and serve for a period of one year. The Board Chair shall appoint all vacancies in these offices, or when absent, the Board of Directors, for the remainder of that year. Officers shall be announced at the Annual Meeting.
Section 3: Duties of Board Chair
The Chair shall preside at all meetings of the Board of Directors, appoint committee members, exercise general oversight of corporate business, and perform such other duties as may from time to time be assigned by the Board of Directors. The Chair, or a designee, may serve as an ex-officio member of those standing and special committees established by the Board. By invitation of the Board, the immediate past Board Chair may serve as a voting member on the Board of Directors for a period of one year.
Section 4: Duties of Vice Chair
Upon disability or absence of the Chair, the Vice Chair shall perform the duties of the Board Chair and such other duties as may be assigned by the Board of Directors. The Vice Chair organizes the corporation's Annual Meeting and may serve as an ex-officio member of all committees.
Section 5: Duties of the Secretary
The Secretary shall record the minutes of all meetings of the Board of Directors, maintain records of committee meetings, oversee the maintenance of membership lists, provide for the safekeeping of all contracts and records of the corporation, and publish notices of scheduled meetings as required in these bylaws.
Section 6: Duties of the Clerk
The Clerk shall serve as the primary custodian of the organization's official records and acts as a key administrative liaison between the Board, members, staff, and the public.
Section 7: Duties of the Treasurer
The Treasurer shall be responsible for the prompt deposit of all receipts, an accurate accounting of income and expenditures, and shall present a written financial report to the Board of Directors at quarterly meetings. The Treasurer shall maintain the financial records of the corporation using acceptable accounting practices and shall perform those other duties inherent to the office of the Treasurer.
Section 8: Honorary Titles
The Board of Directors may, from time to time, award certain friends of the corporation with honorary titles as it may deem prudent to advance the mission and goals of the corporation. Such honorary titles shall not carry any obligations, powers, or duties within this corporation.
Article VIII: Standing and Special Committees
Section 1: Committees
The corporation shall have two types of committees: Standing Committees that address ongoing needs of the corporation and Special Committees that address tasks, issues, or needs of a shorter term and/or finite duration. Each committee shall prepare and maintain a written plan of work that has been approved by the Board of Directors. No committee (except the Finance Committee) is authorized to make binding decisions for the corporation that are not within its approved plan of work. At each regular meeting of the Board of Directors, there shall be a verbal report from each Standing Committee and Special Committee. Each committee must promptly submit a written record of its actions to the Board Secretary.
Section 2: Executive
Committee shall have the responsibility to meet on behalf of the full board of directors in matters of urgency and/or expediency as determined by the Chair or at the request of at least three members of the Executive Committee. Except on specific matters requiring full participation of the Board of Directors as stipulated in these Bylaws or in the state of Maine General Statutes, actions of the Executive Committee shall be deemed to be official and binding decisions of the full Board of Directors. The Executive Committee shall consist of the chair, vice chair, past chair, clerk, secretary, and treasurer. The executive director shall serve on the Executive Committee as a nonvoting member. One more than half of the members present shall constitute a quorum for voting.
Individuals shall serve as long as they hold a qualifying office in the corporation. The Chair of the Board shall be the Chair of the Executive Committee. All meetings and actions of the Executive Committee shall be recorded in writing and presented at the next regular meeting of the Board of Directors.
Section 3: Membership
Committee shall identify and encourage others to join the corporation. Additionally, they are responsible for promoting membership, acquiring new members, maintaining the current membership list, maximizing membership engagements, and participating in planning/staging of the Annual Meeting.
Section 4: Finance
Committee shall have a responsibility to advise the Board on appropriate budgeting and accounting practices as a nonprofit corporation. Other functions of this Committee shall be to propose an annual budget and to monitor income and expenditures, and conduct an audit as directed by the Board. The Treasurer of the corporation shall serve as Chair. The Finance Committee shall be composed of at least three Board members, one of whom is the Secretary.
Section 5: Resource Development
Committee shall have the responsibility of seeking funds necessary for the operation and maintenance. This function may be accomplished through governmental funds, grants, corporate sponsors, personal contributions, in-kind services, special fundraising events, and similar resources. A member of the Board shall serve as Chair and a voting member of this committee.
Section 6: Buildings and Grounds
Committee shall assist Staff, Officers, Directors, and Executive Director with the acquisition and maintenance of corporate properties and facilities, and conduct an initial property inventory. The committee shall also submit recommendations to the Board on leases, licenses, insurance, real property purchases, and similar related matters.
Section 7: Acquisition and Deaccession
Committee shall act as the "gatekeeper" of the collection, deciding which items are significant enough to accept and which no longer fit the mission. It will ensure every addition or removal is ethically handled, legally sound, and aligns with the long-term preservation goals.
Section 8: Special Committees
Administrative, managerial, advisory, and special project committees or subcommittees may be established by the Board Chair as deemed necessary for the efficient operation of the corporation. Each committee thus created shall advise the Board of Directors on matters related to achieving the stated mission and goals of the Waterville Historical Society.
Section 10: Committee Membership
The Board Chair appoints all committee members. Committee chairs and the Executive Director may offer recommendations. A current member of the Board of Directors must chair standing Committees. Unless otherwise stated in these bylaws, Standing Committees must have a majority of committee members who are also members in good standing of the corporation (currently paid-up membership).
Section 11: Terms of Committee Membership
Members of standing committees shall serve two years or until the next Annual Meeting of the corporation, whichever occurs first. At the discretion of the Board Chair, members of Standing Committees may continue to serve until a successor is appointed. Members of Special Committees shall serve for one year or less, as specified when the committee is established
Article IX: Finance and Audits
Section 1: Fiscal Year
The Corporation’s financial year shall commence on June 1 and ends on May 31 in each calendar year.
Section 2: Funds and Property
All funds and property held by the corporation are maintained in trust for the purposes authorized in its charter and only in accordance with its official Mission and Goals. Bequests, gifts, loans, and donations must first meet published corporation guidelines. Each officer and employee having custody of the corporation's funds or property is to be covered by Directors & Officers Liability Insurance at the expense of the corporation.
Section 3: Records and Reports
Finances of the corporation shall be maintained in accordance with generally accepted accounting principles, and its records shall be kept in such manner as to facilitate the preparation of quarterly financial reports for the Board of Directors and membership.
Section 4: Deposits and Disbursements
All non-payroll disbursements greater than $1500 from the corporation’s accounts shall be made only by checks or similar money orders signed by two authorized representatives, including the following officers: chair, secretary, treasurer. Non-payroll and Payroll disbursements of a lesser amount shall be made only by check or money order signed by one of the following officers: chair, treasurer, or secretary.
Routine payroll disbursements shall be made only by checks or similar money orders signed by the Chair, Vice Chair, or Treasurer, in that order of availability.
Section 5: Audits
The financial statements of this corporation shall be audited periodically as determined by the Board. Upon written request, audit reports shall be made available to corporation members and to any appropriate judicial authority.
Article X: Corporate Seal
The official seal of the corporation shall consist of the words "Waterville Historical Society, Maine", inscribed within two concentric circles with the words "CORPORATE SEAL" inscribed inside the innermost circle.
Article XI: Dissolution of the Corporation
Section 1: Dissolution Rule
Following an affirmative vote in favor by two-thirds (2/3) of the corporation membership voting, the Board of Directors shall call a special meeting in accordance with Title 13-B, sec. 1101(1)(A) Maine Revised Statutes for the sole purpose of voluntarily dissolving this corporation. At that time, all assets and funds, after all liabilities and obligations have been paid, along with all minutes and records, shall be promptly transferred into the custody of the Maine State Museum.
Section 2: Optional Rule
In the event no Board of Directors exists, or the Board of Directors refuse or fail in a reasonable period to dissolve the corporation, upon application by any officer or member, the Superior Court of Kennebec County shall dissolve the corporation in a manner consistent with the above rule and in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986.
Article XII: Amendments
Amendments may be adopted at any meeting at which a quorum is declared present, provided appropriate notice of the amendment is provided to all members at least ten (10) days before said meeting. Amendments to these bylaws require two-thirds (2/3) approval by those members present and voting. Such amendments take effect as stated in the original motion.