This organization shall be known as the Hunt Memorial Preservation Committee, Inc., hereinafter referred to as the "HMPC," incorporated under the appropriate corporation law of the State of New York, exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3), and registered with the New York State Attorney General as a charitable organization.

The HMPC may do business as (d/b/a) Ellenville-Wawarsing Preservation Committee.


It is the purpose of the HMPC to

1. Restore and preserve the architectural integrity and historical significance of the Hunt Memorial Building, located at Liberty Square in the Village of Ellenville, Town of Wawarsing, County of Ulster, State of New York.

2. Return it to a combined community/business use in keeping with John R. Hunt's original vision of a centrally located structure "so that a portion of it could be rented for business purposes" in order to make the building self-sustaining.

3. The HMPC may also expand its purpose to similar activities in the area of historic preservation within the Village of Ellenville and/or the Town of Wawarsing, Ulster County, New York. The HMPC shall cooperate with Town and Village officials in restoration and preservation of commercial, public and private structures within those geographic boundaries for the benefit of the enlarged community's awareness of its history and the general appearance and well being of the community as a whole. Activities may include, but not be limited to, assistance in applying for historic landmark status, seeking grants to refurbish structures, being a resource for both Town and Village residents and organizations, and providing education information in appropriate areas.


The HMPC, as an organization, shall be nonpartisan and nonsectarian. It shall not discriminate against persons or organizations by reasons of age, creed, color, national origin, gender or sexual preference, or any other discrimination contrary to existing State and Federal laws.

The HMPC shall observe all local, state and federal laws which apply to nonprofit organizations as defined in section 501(c)(4) of the Internal Revenue Code.


All persons, associations, corporations and firms interested in the stated purpose of the HMPC shall be eligible for membership.

The basic annual schedule of membership dues shall be established by the Board of Directors and may be revised by the Board of Directors as is deemed necessary to effect the goals of the organization. Basic dues are $10.00 per annum.

Membership dues are payable immediately upon joining the HMPC. All memberships expire December 31 of each year and dues thereafter are payable on the first of January in each succeeding year. Any membership paid after August 15 covers the remainder of the existing year and until December 31 of the following year.

Any member whose name appears on the membership list as of October 1 is eligible to vote at that year's annual meeting. In like manner, any active member in good standing is eligible to be nominated for election to the Board of Directors at that year's annual meeting. Corporate/association members shall designate in writing to the Recording Secretary of the HMPC the name of the individual authorized to vote in the name of the organization.


The government of the HMPC shall be vested in a Board of Directors, composed of nine (9) members elected from the membership of the HMPC. The Immediate Past President may serve as a voting advisor to the Board for a one-year period. The Directors shall hold office for terms of three(3) years, with three (3) elected each year at the annual meeting. No Director shall remain on the Board for more than three consecutive three-year terms. The Board of Directors shall meet at least monthly throughout the year.

Conflict of Interest

Directors must be aware of potential conflicts of interest and disclose them openly. It is important to know the distinction between a certain conflict of interest and the perception of a conflict of interest.

The following specific areas must be evaluated whenever there is the possibility of a conflict of interest:

1. Disclosure of direct or indirect financial interest;
2. Disclosure of conflicting organizational interest;
3. Anti-nepotism for board members;
4. Reimbursing board members for expenses;
5. Board members' use of organizational property;
6. Gifts and gratuities for board members;
7. Political activities for board members.

Duties of Officers

The duties of the Officers shall be such as general usage would indicate by the title of the Officers as required by law and as may be assigned to them respectively by the Board of Directors from time to time.

The duties of the President include, but are not limited to:

--Serving as the Chief Executive Officer of the HMPC;
--Presiding at all Board of Directors and/or membership meetings;
--Official spokesperson for the HMPC;
--Ex officio member of all committees.

The duties of the Vice President include, but are not limited to:

--Assuming the duties of the President when the President is absent from a meeting or incapacitated;
--Serve as liaison with Village, attend Village Board meetings, monitor Village minutes to be alert to possible Hunt Memorial issues;
--Other duties as assigned.

The duties of the Recording Secretary include, but are not limited to:

--Recording and maintaining the minutes of the Board of Directors and membership meetings

Minutes should document the matters discussed, record any instructions, set forth resolutions proposed, action taken or other decisions made. Minutes should reflect the results of all votes, with identification of the directors who voted against an approved action. If documents are to be attached as official records, they should be so identified within the minutes, such as written committee reports.

--Maintaining all HMPC records, with the exception of the treasurer's books

Policies adopted by the Board of Directors shall be excerpted from the minutes and filed appropriately in a policy book. The Board shall adopt a retention policy for records of the HMPC.

--Maintaining an attendance record of all Directors

The duties of the Corresponding Secretary include, but are not limited to:

--Answering all correspondence directed to the HMPC, at the will of the President;
--Acknowledging gifts, bequests, and donations;
--Handling such other correspondence as requested by the President. The President shall determine who should sign letters drafted in the name of the HMPC.

The duties of the Treasurer include, but are not limited to:

--Recording and maintaining all financial transactions of the HMPC;
--Preparing and submitting financial reports on a monthly and annual basis, said reports to include income, disbursements, investments, and balances;
--One of two signatures on checks;
--Balancing checkbook(s) with bank statements.

The annual meeting of the HMPC shall be held in November each year and shall be open to the full membership. The annual meeting shall include election to the Board of Directors, a financial report, and other such business as included on the agenda by the Board of Directors.


Officers (President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer) shall be elected by the Board of Directors from its membership at the December meeting. Newly elected members of the Board of Directors shall be invited to be present at the December meeting. Officers of the Board of Directors shall hold their offices for a term of one (1) year. Except for the President, officers may succeed themselves in office at the will of the Board. The President may succeed himself/herself twice, thus serving no more than three consecutive years as the Chief Executive Officer of the HMPC.

The attendance of any Director absent from two (2) consecutive meetings or 30% of the regular and special meetings over any 12-month period shall be subject to review by the Board of Directors.

Any vacancy occurring in the Board of Directors shall be filled by an appointment by the President with the approval of the Board of Directors. Such appointment shall be for the balance of the unexpired term of the Director who is replaced.


The President, with the counsel of the Board of Directors, shall establish a committee structure essential to implement the program of the HMPC. The President shall appoint chairpersons, subject to approval by the Board of Directors. The chair of each committee shall be a member of the Board of Directors, although the remaining committee membership may be from within the HMPC membership, the Board of Directors, or outside the membership for expertise and advice. Each committee will be given a specific charge by the Board of Directors, with powers and duties defined by the Board, if not identified as a Standing Committee in these Bylaws. All committees cease as of the first meeting of the new year, at which time committee appointments may be changed or renewed. Temporary committees may be disbanded at the completion of a charge or the end of the year, at the will of the Board of Directors.

Standing Committees shall be:

Audit: chairman (Director) and two additional members (chosen for experience with financial reports) are charged with reviewing the Treasurer's Annual Report, identifying discrepancies or other issues, submitting a written, signed report to the Board of Directors within 30 days.

Board Development: To be chaired by Immediate Past President or Vice President and charged with development of candidates for Board of Directors, nominations for vote at annual meeting, investigating educational opportunities relevant to HMPC, and other duties as assigned. Potential directors would have strength of character, inquiring and independent minds, vision, insight, and function cooperatively. They would have sufficient time and interest to devote to the mission of the HMPC. This committee shall also be responsible for the Board's annual self assessment as part of its "educational opportunities" and general board development.

Buildings and Grounds: To oversee Hunt Memorial's physical condition, maintain records of building use, applications for building use, building calendar, seek appropriate tenants for rental space, and other duties as assigned.

Executive Committee: To be chaired by the President and include Vice President, Recording Secretary, Corresponding Secretary, Treasurer and Immediate Past President. This committee may meet the week prior to the regular monthly meeting, to review the proposed agenda, advise the President in matters pertaining to the organization, and discuss issues of concern. The Executive Committee meetings will be called by the President as needed, or by the request of two or more officers of the HMPC.

Membership, Tributes and Contributions: This committee will be responsible for solicitation of membership, maintaining records of and communication with members and donors, and acknowledging all contributions and tributes.


Meetings of the full membership shall be held annually during the month of November and at such other times as the President or Board of Directors may determine, or upon written request of ten members in good standing. Such request shall indicate the purpose for which the meeting is to be called. Public notice of such meetings shall appear in the calendar column of local print media and on the calendar maintained by the Ellenville Central School District TV channel, as well as such other forms of public information as are available. The quorum for the annual and special membership meetings shall be a minimum of ten (10) members in good standing.

The Board of Directors shall meet at least monthly, with special meetings called by the President as circumstances require. Directors shall be given at least 48 hours advance notice of special meetings by telephone, e-mail, or in person, where practicable.

All meetings shall be conducted in accordance with the most rec3ent edition of Robert's Rules of Order.


The Treasurer shall submit monthly financial reports to the Board of Directors, with a complete annual report by January 31 of the following year. Each financial report shall be a complete reporting of income and disbursements, with balances, of the preceding period's financial activities. The format of both the monthly reports and the annual report shall be determined by the Board of Directors.

No obligations or expenses shall be incurred, nor money appropriated or paid out of the general fund, except in accordance with regulations adopted by the Board of Directors (see the minutes of the April 2007 meeting for standing approval for specific types of bills to be paid), nor shall any commitments for future expenditures be made without the authorization of the Board of Directors in formal session. The Board of Directors shall have the power pursuant to and in accordance with the provisions of the corporation law of the State of New York to purchase, hold, sell, mortgage or lease real property, incur debts, borrow money giving notes of the Corporation signed by the President and Treasurer when duly authorized by said Board, and enter into contracts of any kind in harmony with the stated purpose of this organization. An affirmative vote of two-thirds (2/3) of the Board of Directors shall be required in order to borrow money.

All disbursements shall be made by check. Checks and/or withdrawal forms shall be signed by the Treasurer and the President. Any other member of the Board of Directors may serve as an alternate to either the President or the Treasurer, but every check must carry the signature of either the President or the Treasurer as one of the two signatories.

An Audit Committee shall be appointed by the President annually to review the January Annual Report submitted by the Treasurer and submit its review to the Board of Directors no later than March 1. The Board of Directors reserves the right to call for an independent audit at any time for any reason.


These Bylaws may be amended by a two-thirds vote of the Board of Directors at any regular or special meeting, provided that the proposed amendment shall have been proposed in writing and fully discussed during at least one meeting previous to the meeting at which the amendment(s) shall be voted.


The HMPC shall use its funds only to accomplish the objects and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the HMPC. Should the HMPC be dissolved, any funds remaining after the payment of all obligations shall be distributed to one or more

Regularly organized and qualified charitable, educational, scientific, or philanthropic organizations, preferably with an interest in historic preservation of local buildings and sites, to be selected by the Board of Directors.

Approved unanimously at the 2007 Annual Meeting of the HMPC on November 7, 2007.