Dutchess County Historical Society Proposed changes to bylaws for membership vote, April 26 at 2:00 pm DCHS 2026 Annual Meeting Wallace Visitor Center, FDR Library in Hyde Park
These are the conditions under which the bylaws may be amended: These Bylaws may be adopted, amended, or repealed in whole or in part by the affirmative vote of a two thirds majority of those present at a Special or Annual Meeting of the membership, plus proxy votes received by the date of the meeting, provided that at least ten days before the meeting at which any amendment shall be voted upon, written notice of the proposed amendment shall be mailed or emailed to the membership no fewer nor more than 20 days prior to the meeting, together with a concise statement of the proposed changes to be made. Proposed changes to bylaws for vote April 26, 2026: Article II – delete references to the Glebe and Clinton houses, merge the language re “interpretative goals” with the second bullet point. Article III C and D, Article IV H, and in Article VII A – conform the Board meeting, annual meeting, special meeting and bylaw change notice requirements to be a common 15 days. Currently they are a variety of 10, 10-20 and 21 days. Article VII D – delete the current conflict provisions and replace them with the following: "It is the policy of the Society that it and its Trustees, Officers and Key Persons ("Reporting Individuals") and their Related Parties, as those terms are defined in the New York Not for Profit Corporation Law ("NFPCL"), be in full compliance with the NFPCL's acknowledgement, disclosure, board consideration and board determination requirements relating to actual and potential Conflicts of Interest, i.e. transactions and arrangements where the value of the benefit received by the Society may not roughly approximate the financial or other value of the benefit received by the Reporting Individual and/or the Related Party. Note that not all technical conflicts are improper or illegal; but they must be disclosed to the Society Secretary in writing and considered and passed upon by the Society's Board of Trustees to determine whether the transaction or arrangement is fair, reasonable and in the overall best interest of the Society. To effect this policy, each Reporting Individual shall, before assuming their positions, and then annually thereafter, execute the Society's Conflict Policy Acknowledgement and Disclosure form."