Article I - Name and Location

Sec. 1. The name of this corporation shall be the Boston Mill Society, hereinafter known as “Society.”

Sec. 2. The principal address of this corporation shall be Post Office Box 1, Shedd, Oregon 97377. The address may be changed by the Society Board of Directors when deemed necessary.


Article II - Mission and Purpose

Sec. 1. The Boston Mill Society is a 501(c) (3) nonprofit organization that supports the Thompson’s Mills State Heritage Site thru a cooperative agreement with the Oregon Parks and Recreation Department. Thompson’s Mills is the oldest operable water-powered flour and grain mill in Oregon, originally established as Boston Mills in1858.

Sec. 2. The Boston Mill Society is dedicated to the preservation of the history of Thompson’s Mills, the Mill itself, the Mill House and other structures on the Mill site. It supports efforts to educate the public on the Mill’s operations, the way of life at the Mill, the significance of the Mill in the development of agriculture in the region and on the stories of the owners and workers who struggled and succeeded in maintaining a viable business through 150 years of changing technological and economic conditions.


Article III – Membership

Sec. 1. Membership is open to any person or entity. There shall be no restrictions on membership as to race, color, sex, sexual orientation, or gender identity, and provisions of these bylaws shall apply to all members. Members are defined as individuals or entities satisfying the requirements for membership as set by the Board of Directors.

Sec. 2. A member of the Society, selected by the Board of Directors as Membership Coordinator, shall be responsible for maintaining a roll of the society members, collecting membership payments as specified by the Board, and issuing membership cards as available. The Membership Coordinator shall pass all monies received directly to the Treasurer, and shall make Membership Reports at meetings of the Board of Directors and at the Annual Meeting, and at Special Meetings, if called.


Article IV – Administration

Sec. 1. The administration of the Society shall be committed to its duly elected nine-member Board of Directors. The Board of Directors positions shall be elected by members of the Society at the Annual Meeting. Each member shall serve a three year term. Any vacancy may be filled by a society member selected by the Board of Directors for the remainder of the current year until the next Annual Meeting, at which time the members shall elect a person to fill the vacancy for the remainder of the term.

Sec. 2. The business and activities of the Society shall be guided by an annual plan approved by the members of the society at the Annual Meeting. The plan includes a budget for approved projects and a contingency fund for unplanned expenditures that may arise during the year. For planning and budgeting purposes the operational year for the Society is July 1-June 30.


Article V - Annual Meetings

Sec. 1. An Annual Meeting of the Society shall be held in May of each year on a date selected by the Board of Directors. Notice of the meeting shall be mailed or emailed to all members of the Society at least fifteen (15) days prior to the meeting as part of a newsletter or letter.

Sec. 2. Special Meetings of the Society may be called by the President or by a majority vote of the Board of Directors. Notice of any Special Meeting shall be mailed or emailed to all members of the Society at least fifteen (15) days prior to the meeting.


Article VI - Board Meetings

Sec. 1. The Board of Directors shall meet on dates and at times determined by the Board of Directors. Special Meetings of the Board of Directors may be called by the President or upon the request of at least five members of the Board of Directors. Decisions of the Board of Directors will be decided by a majority vote of the Board members if consensus cannot be reached.

Sec. 2. The presence (physical, or by conference call or web connection) of 5 or more members of the Board of Directors will constitute a quorum.

Sec. 3. All meetings of the Board of Directors shall be per Robert's Rules of Order, the latest revision.


Article VII - Officers and Duties

Sec. 1. The officers of the Boston Mill Society shall be President, Vice President, Secretary and Treasurer. Officers shall be elected by a majority vote of the members of the Board of Directors during a recess in the Annual Meeting. The term of office for each officer shall be one year, but officers may be reelected.

Sec. 2. The President shall preside at all meetings of the Board of Directors and the Society. The President shall be an ex-officio member without vote of every committee of the Society. The President shall exercise general charge and supervision of the affairs of the Society and shall perform other duties as may be assigned by the Board of Directors.

Sec. 3. The Vice President shall assist the President in the execution of the President’s duties. The Vice President shall preside in the absence of the President.

Sec. 4. The Secretary shall be responsible for taking and maintaining the minutes and other records of the Board of Directors and the Society and shall perform such other duties as directed by the Board of Directors.

Sec. 5. The Treasurer shall maintain a record of the funds, bank account(s), and investments of the Society. The Treasurer shall deposit all income (including membership payments received from the Membership Coordinator; see Article III, Sec. 2) and pay all bills and other expenses incurred by the Boston Mill Society. The Treasurer shall make Financial Reports at meetings of the Board of Directors and at the Annual Meeting and Special Meeting(s), if called.

Sec. 6. The President, Vice President and Treasurer shall make up the Executive Committee. The Executive Committee’s purpose shall be to make decisions on timely issues that cannot wait for the full Board of Directors to meet. Decisions regarding unplanned expenditures of the Society’s funds are limited to the amount of cash available in the contingency fund. All members of the Executive Committee must agree on their decision. If they cannot agree, the issue must be referred to the Board of Directors to make the final determination.


Article VIII – Committees

Sec. 1. The Board of Directors may form any committee deemed necessary or desirable. The President with the approval of the Board shall designate the committee chair and its members.


Article IX – Amendments

Sec. 1. Any proposed changes to the Bylaws shall be reviewed by the Board of Directors. Boston Mill Society Bylaws may be adopted, altered, or repealed by a two-thirds affirmative vote of the members voting at the Annual or Special Meetings provided that notice of the proposed change(s) has been presented to the members at least fifteen (15) days prior to balloting.