A. Board: The Board of Directors will determine broad policy, will provide direction and will decide upon major issues of finance, operations and planning referred to it by the President. The Board will establish standing committees as needed for the governance of the society. The Board will have at least eleven members and not more than fifteen members including four officers; the President, Vice President, Treasurer plus seven to eleven members at large. The Board, supported by the Vice President for Development, will particularly take a lead roll in long range planning for the Society and in raising the capital funds needed for endowment or other purposes.

The Board will hold four regular meetings a year, in September, December, April and June, with the June meeting to be held prior to the Annual Meeting of the membership. The Board may schedule special meetings at its discretion.  The President will function as Chair at the Board Meetings. A quorum for action at Board meetings shall consist of a majority of the members of the Board. The President may request a Board decision by electronic or postal mail at times when a decision should not wait until the next regularly scheduled Board meeting and if the convening of a special meeting of the Board is not practicable. Attendance at a minimum of three of the four regular Board meetings in any year will be expected of all Board members. Any member of the Society may attend any Board meeting.

The Society membership elects officers and other Board members, who serve two year terms and may be reelected for consecutive second, third and fourthyear terms but not for a consecutive fifth term. All Board members must be members of GHS. They may also serve as members or chairs of GHS committees but there is no requirement that they do so.

The Board will ensure that descriptions of functions and responsibilities willbe written for all positions in the GHs organizational structure.

The initial (2003) eleven member Board will consist of three members elected as officers for two year terms, one immediate past president, three members at large elected for one year terms, and four members at large elected for two year terms. Thereafter there will be elections each year to fill open positions for Board members at large to serve two year terms.

No Director shall receive a salary from the Society.

B. Officers: The officers of this Society shall be the President, Vice President for operstions, Vice President for Development and Treasurer elected by the membership to serve two‑year terms, which shall be concurrent.

The Vice President for Operations acts as President in the absence of the President, and assists and consults with the President in management of Society affairs. The Vice President for Operations is responsible for planning and oversight of all operational activities required for the performance of the Society's mission of exploring, preserving and celebrating the history and cultural landscape of the town of Georgetown including maintenance of the Society's buildings and grounds, supported as needed by staff and committees.

The Vice President for Development is responsible for long range planning for the Society and for fundraising, with a particular emphasis on the raising of capital funds for endowment and other purposes. The Vice President for Development also planns and administers, with the assistance of the various standing committees, an annual GHS appeal.

The Treasurer, supported by a Finance Committee, maintains the financial accounts of the Society, receives and deposits all monies, pays the obligations of the Society, oversees the preparation of financial reports, assists the auditor as needed, manages the investment of the Society's funds, and prepares (with all committee chairs) the annual budget of the Society for approval by the President and the Board. The Treasurer serves as a member of the Finance Committee.

C. Staff: A Recording Secretary, who is not an officer and who may receive a stipend, shall be present at Board meetings and Annual and Special meetings.  The President may appoint a volunteer Corresponding Secretary as needed.  The President may also, with Board approval, appoint and pay Employed Staff who need not be members of the Society.

D. Committees:  There will be Standing and Ad Hoc Committees. The officers and the Chairs of the Standing Committees will constitute an Operations Committee which will meet regularly as necessary to conduct the activities of the society. The Nominating Committee will be appointed as needed, by the President, to select candidates for election as Board members and as officers. The slate of candidates will be proposed to the membership by written notice at least ten days before the Annual Meeting and will be voted upon at the Annual Meeting. Nominations from the floor may be made by members at the Annual Meeting. The elected candidates will take office at the conclusion of that meeting. By instructions to be given to the initial Nominating Committee, all members of the present (2003) GHS Board who wish to serve on the new Board will be nominated for election to the new Board in June, 2003.  Officers serving in May, 2003 will complete their terms at a Special Meeting in September, 2003.

 Article V - Meetings:

The Annual Meeting of the membership, at which officers and board members are elected and other society business is conducted, will occur each June. In addition, Special Meetings of the membership may be called by the President, with notice to all members, from time to time as necessary for the conduct of society business. A quorum at such meetings shall be twenty members.

Program Meetings of the society will be held throughout the year, typically monthly, to present programs of cultural and historical interest for the membership and general public.

Article VI - Review and Amendment:

These Bylaws shall be reviewed annually by a Bylaws Committee appointed by the President and may be amended by a majority vote of the members present and voting at the Annual Meeting or any Special Meeting called by the President.