ARTICLE vi

BOARD OF Directors

Section 6.1 – Board of Directors

The affairs of the Society shall be governed by a Board of Directors composed of at least nine (9) and not more than fifteen (15) members of the Society, including the elected Officers referred to in Article 7, Section 1. Board members shall not be employed by the North Andover Historical Society, and are elected by the membership at the annual meeting of the Society. Board members must be members of the Society. The Executive Director, who is appointed by the Board, is an ex officio, non-voting member of the Board.

Section 6.2 – Qualifications for Board Members 

All members of the Board of Directors shall have attained the age of twenty-one years when elected. All Officers and members of the Board of Directors shall hold office until their respective successors are chosen, unless they resign or are removed from office by action of the Board.

Section 6.3 – Terms of Office 

The terms of Board members shall be staggered so that at least three (3) Board members' terms shall expire each year. Board members shall serve three-year terms. Each Board member shall hold office until the annual meeting when his/her term expires and/or until his/her successor has been elected. Board members may serve a maximum of four (4) consecutive terms, however any term that a Board member serves as an Officer defined in Article 7 shall not count in accruing consecutive terms.. A term shall be considered a “full term” if the replacing board member serves 50% or more of the retiring member’s term. A partial term would be less than 50%.

Section 6.4 – Vacancies

Vacancies in any of the Officers may be filled for the unexpired term, and vacancies in the Board may be filled pro tempore until the next Annual Meeting, by vote of a majority of the Board of Directors. However, the Directors may refer any vacancy in the Board to a special meeting of the Society, which in such case shall elect to fill the entire unexpired term; and any vacancy existing at the date of the Annual Meeting shall be deemed to have been thus referred to the meeting. A vacancy shall be deemed to exist whenever there has been a failure to elect at the Annual Meeting; when the incumbent has died or refuses to accept office; when s/he ceases to be member of the Society; when s/he resigns and her/his resignation has been accepted by the Board of Directors; or/and when the incumbent has been absent from four consecutive Board Meetings or absent from more than 50% of all Board meetings during a Calendar Year, unless such absences have been excused by the Board.

Section 6.5 – Acceptance of Directorship

Persons elected shall be deemed to have accepted office, and to be qualified without requirement of formal acceptance, unless, before adjournment or dissolution of the meeting at which the choice was made, they decline to serve.

Section 6.6 – Authority of the Board of Directors

The business and affairs of the Corporation shall be controlled and governed by the Board of Directors, which shall have the right to exercise all powers of the Corporation that are not expressly reserved to the membership of the Corporation by law, the Articles of Organization, or these By-Laws. The Board of Directors shall hire an Executive Director, as described in Article 9, and shall have sole authority to remove the Executive Director.

Section 6.7 –Powers of the Board of Directors

The Board shall have the general control, supervision and management of the property of the corporation and of all the activities of the Society, subject to the limitations herein prescribed. To this end they may appoint such Officers, agents and employees and delegate to them such administrative powers as they deem advisable.

Section 6.8 – Meetings

A meeting of the Directors shall be in order and shall be held without notice immediately after adjournment of the Annual Meeting of the Society for the purpose of electing Officers of the Society. The Board of Directors typically meets monthly and may elect not to meet over the summer months. Board of Directors meetings may be in-person, virtual, or hybrid.

Section 6.9 – Special Meetings of the Board of Directors

Special meetings of the Board may be held at any time or place, including virtually, upon call of the President or a majority of concurring Directors, on notice thereof to each member by the Secretary or by some member designated either by the President or by the Directors at whose initiative the meeting is to be held.

The Directors shall cause to be kept full and accurate records and shall report through the Secretary or otherwise to the Annual Meeting, and to special meetings of the Society as needed, a summary of the official proceedings of the Board and a current review of the state of the organization. 

Particular powers elsewhere in these By-Laws specified are to be deemed as supplemental to and consistent with the general powers above given to the Board. These powers have been made extensive and comprehensive, for the sake of assuring certainty as to legal authority and facility of action; but at the same time it is declared that the sense of the membership at large is to be the guiding motive of the Board in all activities of the Society. 

Except as qualified by the context, every reference herein to action by the Directors is to be held to mean such action by the Board in official capacity.

Section 6.10 – Quorum and Voting

A majority of elected Directors and Officers shall constitute a quorum of the Board; but lacking a quorum the meeting may adjourn to a day certain, and may make an official record of its proceedings. At any meeting of the Board of Directors at which a quorum is present, a majority of those Board members present shall decide any matter, unless a different vote is specified by law, the Articles of Organization, or these By-Laws. No Board member shall vote on a matter in which he or she has a personal financial interest.

Section 6.11 – Establishing Committees

The Board of Directors may, at its discretion, from time to time establish committees to assist the Board in carrying out its duties and may define and determine the responsibilities, composition, and term of such committees, which may include persons who are not members of the Corporation, as it may deem appropriate.

Section 6.12 – Meeting by Electronic Means

Meetings by means of conference telephone, online platforms such as Zoom, or similar communications equipment by which all persons participating in the meeting are able to hear each other at the same time may be considered. Such participation shall constitute presence in person at such meetings.

Section 6.13 – Action Without a Meeting

Any action required or permitted to be taken at any Board meeting may be taken without a meeting if a consent in writing, electronically or otherwise, setting forth the action as taken, shall be signed by a quorum of the Board members with respect to such subject matter. Such consent, which may be signed in counterparts, shall have the same force and effect as a vote of the Board of Directors. The signed consent to the action shall be considered part of the permanent record of the Society and shall be filed with the minutes of the BOD meetings.

Section 6.14 – Electronic Signature

Unless specifically provided otherwise by law, an electronic signature may be used, in lieu of a signature affixed by hand, for any legal, financial, organizational or other document. 

Section 6.15 – Resignation

Any Director may resign by delivering a written resignation, electronically or otherwise, to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.