BY LAWS OF THE ARLINGTON HISTORICAL SOCIETY

(as Approved by the Membership, May 27, 2003)

ARTICLE I - NAME

The name of this corporation shall be The Arlington Historical Society.

ARTICLE II - OBJECTIVES

The objectives of the Society are to promote and encourage the knowledge of the history of the Town of Arlington and the preservation of its antiquities; to aid in the dissemination of historical information in the Town and elsewhere; to preserve and operate the Jason Russell House, its associated museum, and its collection of artifacts and documents; and to engage in such other activities as may be permitted by the Articles of Organization when deemed useful by the Board of Directors of the Society.

ARTICLE III - MEMBERSHIP

A. Categories of Membership

1. Active Membership shall be open to individuals who are interested in the objectives of the Society.

2. Associate Membership shall be available to persons under the age of 18 who fulfill the conditions of Article III, A, 1. Dues shall be one-half the annual dues for Active Members. Associate Members shall neither hold office nor vote.

3. Family Membership is an active membership available to individuals living within the same household. Dues shall be two times the annual dues as determined in Article III, B,2. Family members under 18 years of age shall neither hold office nor vote.

4. Sustaining Membership is an active membership of a person who pays annual dues equal to four times the annual dues as determined in Article III, B, 2.

5. Life Membership is an active membership of a person who makes a one-time dues payment equal to twenty-five times the annual dues as determined in Article III, B, 2.

6. Honorary Membership. On recommendation of the Board of Directors, Honorary Members may be elected at any regular meeting by two-thirds vote of the members present and voting. The title of Honorary Member shall carry with it none of the obligations but all of the privileges of membership except holding office.

7. Business Membership is an active membership of an Arlington business whose dues shall be two times the annual dues as determined in Article III, B, 2. Upon application, each business will designate one person as their representative.

B. Provisions Relating to Membership

1. Elections to Membership. The Chairman of the Membership Committee or his designee shall present the names of applicants for membership to the Board of Directors. A two-thirds vote of the members of this Board present and voting shall constitute an election. The names of those so elected shall be announced at the next regular meeting of the Society.

2. Dues. The amount of annual dues shall be determined by a two-thirds vote of the members of the Society present and voting at any meeting. Dues for new members shall be for a period beginning with the date of election and running until the following October 1st. Any member voted into the Society after June 1st will not be subject to an assessment for additional dues until October 1st of the following year. Membership shall automatically cease if dues are not paid for two consecutive years.

3. Reinstatement. Former members may be reinstated by the Membership Committee upon payment of current dues.

4. Resignation. A member wishing to resign shall notify the Assistant Treasurer in writing, but shall not be entitled to any refund of dues.

ARTICLE IV - OFFICERS AND THEIR DUTIES

A. Elected Officers.

1. President. The President shall preside at all meetings of the Society and its Board of Directors. He shall manage the affairs of the society subject to any limitation or direction by vote of the Board of Directors and the provisions of these By Laws. The President shall be an ex officio member of the standing committees.

2. The First Vice-President shall assist the President. If the President plans to be unavailable to serve for a brief period (vacation, etc.), he shall designate the First Vice-President to serve in his absence. In the event of the death, resignation, or absence of the President, the First Vice-President shall complete the term of office. If the First Vice-President cannot serve, the Board of Directors shall select a person to complete the President's term.

3. The Second Vice-President shall serve as chairman of the Program Committee.

4. Clerk. The Clerk should attend all meetings of the Society and its Board of Directors and shall make records of all votes and actions taken at such meetings. He shall keep such records and waivers of notice of any meetings of the Board of Directors in a permanent minute book which shall be made available for inspection at the request of any officer of the Society.

5. Treasurer. The Treasurer shall receive all receipts, gifts, dues and other income of the Society including those given in Trust and those heretofore held by the Trustees; and shall pay therefrom the expenses and obligations of the Society as from time to time authorized or directed by the Society or its Board of Directors. Such funds as are not needed for the current expenses of the Society or are not required to be expended under the applicable provisions of the Internal Revenue Code of 1954 as amended by the Tax Reform Act of 1969 or otherwise amended, shall be invested by the Treasurer as the Board of Trustees may from time to time determine. Any funds under the jurisdiction of the Treasurer shall be kept at such banks, trust companies or brokerage firms as the Board of Directors shall authorize. The Treasurer shall keep a written account of all such funds which he shall make available for inspection by any officer upon request. The Treasurer shall make a written report of all funds and other property of the Society received, disbursed or held during the year immediately preceding, at each annual meeting of the Society, and at the request of the President on at least three days' notice, at any other meeting of the Society or its Board of Directors. The Treasurer may be bonded in an amount recommended by the Board of Directors.

6. Assistant Treasurer. In the event of the death, resignation or absence of the Treasurer, the Assistant Treasurer shall exercise the powers or duties of the Treasurer. The Assistant Treasurer shall send to each member, in September of each year, a bill for annual dues for the coming year. He shall also perform such further duties as may be assigned to him by the Treasurer or Board of Directors. He may be bonded in an amount recommended by the Board of Directors.

7. Board of Trustees. Three Trustees shall be elected as hereinafter provided. They shall be responsible for the investment of the funds of the Society. If the Treasurer so agrees, the Board of Trustees may delegate some part or all of their authority to the Treasurer and may successively renew such delegation or revoke the same. Within thirty days following the Annual Meeting, the Trustees shall meet and elect a chairman.

8. Board of Directors. The Board of Directors consisting of the six officers listed in Article IV, A, 1 through 6, and five directors at large, shall have the general control and management of the affairs and property of the Society subject to the provisions of these By Laws. The Board of Directors shall cause an annual audit to be made of the books and accounts of the Treasurer, said audit to be performed by a public accountant who is not a member of the Society. A written report of the audit shall be filed with the permanent records of the Society.

B. Appointed Officers.

1. Museum Director. The Museum Director shall be responsible for the functioning of the Jason Russell House and Smith Museum, under the direction of the President and the Board of Directors.

2. Curator. The Curator shall be under the general direction of the Museum Director, and shall be a member of the Collections Committee.

3. Chairmanships. Each Director at large shall serve as chairman of one of the standing committees set fourth in Article IX, B, and/or of such other committee as may be deemed appropriate by the Board of Directors.

4. Appointments to each of the foregoing positions shall be made by the President with the advice and consent of the Board of Directors, and unless otherwise specifically voted, shall be for terms co-terminus with that of the President.

C. Provisions Relating to the Officers Generally.

1. Other Duties. In addition to the duties herein above specified, the officers and directors shall fulfill such other duties as may be specified from time to time by the President or Board of Directors.

2. Terms of Office. Elected officers shall serve for a term of one year, commencing with the adjournment of the annual meeting (except the Treasurer and Trustees who shall serve for terms of three years) and until their successors are elected and qualified.

3. Indemnification. Each director or officer (whether elected or appointed), present or former, shall be indemnified by the Society against all costs and expenses reasonably incurred by or imposed upon him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his being or having been such director or officer, including the costs of reasonable settlements. The Society shall not, however, indemnify any such director or officer with respect to matters as to which he shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Society.

ARTICLE V - ELECTIONS

A. Election.

The officers and directors referred to in Article IV, A, shall be elected by ballot of a majority of the members present in person and voting at the annual meeting of the Society.

B. Nominations.

At the regular meeting in March of each year, the Nominating Committee shall present a slate of nominees. At the regular meeting in April of each year, the Nominating Committee shall place the slate in nomination, and any other member shall have the opportunity to nominate additional candidates for any of the offices. Upon motion duly made and seconded, nominations shall be closed.

C. Assumption of Duties.

Officers shall assume their duties upon the adjournment of the annual meeting at which they are elected.

D. Eligibility.

1. Nominating Committee. No member of the Nominating Committee shall be eligible to serve a consecutive term on the Nominating Committee, or for nomination or election to any other offices.

2. President. The President shall have served on the Board of Directors for at least one year, and may not be elected for more than five consecutive years.

E. Vacancies.

If a vacancy in any elected office occurs after the adjournment of the Annual Meeting, the Nominating Committee shall be promptly informed by the Clerk, and the advice of such committee shall be requested. Thereafter, such vacancy may be filled by vote of the Board of Directors, for a term to expire at the adjournment of the next Annual Meeting.

ARTICLE VI - MEETINGS

A. Society Meetings.

Regular meetings of the Society shall be held on the last Tuesday of October, November, January, February, March and April, unless otherwise determined by the Board of Directors. The annual meeting of the Society shall be held on the last Tuesday in May. Special Meetings of the Society may be held any time upon the call of the President or a majority of the Board of Directors. Written notice of all meetings shall be mailed by the Clerk or Chairman of the Program Committee to all members at least ten days before such meeting. At any meeting of the Society, twenty-five active members shall constitute a quorum.

B. Directors' Meetings.

A meeting of the Board of Directors may be held at any time upon the call of the President or a majority of the Board of Directors. Notice of such meeting shall be mailed at least five days before the meeting. No notice of such meeting need be given by the Clerk or the President who waives such notice by a writing filed with the Clerk before or after the meeting or who attends the meeting without then protesting in writing the lack of notice. A majority of the Board of Directors shall constitute a quorum at any meeting.

ARTICLE VII - CONTRACTS AND OTHER INSTRUMENTS

A. Contracts and Instruments.

All contracts of the Society, deeds conveying its real estate or any interest therein, bills of sale or assignment of any of its personal property and bonds, notes or other obligations of the Society shall be approved by the Board of Directors and thereafter executed by the President in its behalf, subject to any limitation or direction by the Board of Directors.

B. Checks, Drafts and Instruments for Payment of Money.

All checks, drafts, withdrawal orders or other instruments for payment of money relating to any account of the Society in any bank or trust company shall be signed by the President or the Treasurer or Assistant Treasurer.

ARTICLE VIII - CORPORATE INFORMATION

A. Corporate Seal.

The Board of Directors may adopt from time to time an appropriate seal of such design as it shall determine as the seal of the Society.

B. Jason Russell House Plans.

The plans of the Jason Russell House shall be kept on file in the Robbins Library Historical Collection.

ARTICLE IX- COMMITTEES AND AGENTS

A. Nominating Committee.

The Nominating Committee shall be a permanent committee consisting of three members, one of whom shall be elected at each annual meeting for a three year term. The senior member of the Nominating Committee shall serve as its chairman.

B. Standing Committees.

1. Program Committee shall be responsible for arranging and presenting programs of historical interest at each regular meeting of the Society.

2. Buildings and Grounds Committee shall have responsibility for maintenance and preservation of the Jason Russell House, its associated museum, and the grounds on which the same are situated.

3. Collections Committee shall be responsible for the care, custody and conservation of the archives and artifacts in the possession of the Society.

4. Membership Committee shall receive membership applications, present the same to the Board of Directors, and carry out such correspondence and such other functions relating to the members as may be designated by the Board from time to time.

5. Hospitality Committee shall provide refreshments at meetings and gatherings of the Society.

6. Budget Committee shall prepare a budget for the Society for the ensuing fiscal year, which shall be presented to the Board of Directors for approval at the Board Meeting preceding the annual meeting. Once the budget has been approved, no unbudgeted expenditure in excess of five hundred dollars may be implemented until the Budget Committee has been notified. Having received such notification, the Budget Committee shall make a recommendation not later than the next meeting of the Board following such notification. In the absence of such recommendation following notification, the Board or Society may act regardless of this provision.

7. Fund Raising Committee shall be responsible for raising monies for operating expenses or special projects by means approved by the Board of Directors.

C. Appointment of Committees.

1. Budget Committee shall consist of the Treasurer, the Chairman of the Board of Trustees, and a chairman appointed by the President as provided in Article IV, B,4.

2. Other Committees. All other committee appointments shall be by the President with the advice and consent of the Board of Directors, and shall be for terms co-terminus with that of the President.

3. Chairmanships. Chairman of the committees shall be as appointed by the President, either from the officers as provided in Article IV, B, 4, or from the membership generally.

D. Other Committees and Agents.

The Society, its Board of Directors, or its President may appoint from time to time such other committees or agents (including honorary positions) as may be determined to be necessary or desirable and may confer upon such committees or agents such appropriate powers and duties as are not inconsistent with these By Laws, and may so appoint them for such terms as may seem appropriate.

ARTICLE X - GENDER

The masculine gender as used herein shall include the feminine.

ARTICLE XI - RULES OF ORDER

Meetings of the Society and its Board of Directors shall be conducted in accordance with Robert's Rules of Order Newly Revised, in all cases where such rules are applicable and are not inconsistent with the provisions of these By Laws.

ARTICLE XII - AMENDMENTS

These By Laws may be amended at any regular or annual meeting of the Society, by a two-thirds vote of active members present and voting, provided that due notice of the substance of such amendment has been given orally at the next preceding meeting of the Society. The Clerk shall give due notice of such amendment in the notice of the meeting at which the amendment will be proposed.

NOTE

The first By Laws were adopted in 1897. Restated By Laws were adopted in 1970 and 1978. Amendments were approved in 1938,1970, 1971, 1973, 1974, 1980 and 1981. (There may have been other amendments of a minor nature between 1954 and 1970.) The present revision was prepared by a committee consisting of J. Martin Devine, Ralph W. Sexton and John L. Worden III, which was appointed on April 19, 1983, and presented its recommendations to the Board of Directors on March 20, 1984. The Board made various revisions, and so revised, recommended the text to the members of he Society for approval on April 24, 1984, notice having been given at the meeting of March 27 and by mail. After approving one amendment (which is incorporated in the foregoing text) these By Laws were unanimously adopted at the meeting of April 24, 1984.

Amendments to the above were approved on May 26, 1987; April 25, 1993; February 27, 1996; May 25, 1999; March 26, 2002; May 27, 2003.