AGENDA
2026 Annual Meeting of Members
July 17, 2026 | 4:30 – 5:30 PM
Highland House Museum, Truro, Massachusetts
Presiding: Tim Richards, President
CALL TO ORDER AND CONFIRMATION OF QUORUM
Tim Richards
RECOGNITION OF SUSAN KURTZMAN’S CONTRIBUTIONS
Tim Richards and Jim Summers
BUSINESS
- Matt Aiken — Approval and Adoption of Amended and Restated Bylaws (see Exhibit A)
- Tim Richards — Election of Directors
Existing Directors:
Ellen English, Jenna Howe, Richard Larkin, Helen McNeil-Ashton, Tim Richards, Jim Summers, Dawn White, Barbara Wohlgemuth, Jan Worthington
New Director Nominees:
Matthew Aiken, Laura English, Sara Price, Andrew Young (see Exhibit B for Bios)
REPORTS
- Finance Committee – Barbara Wohlgemuth
- Membership Committee – Ellen English
- Events Committee – Janice Pelosi
- Exhibitions Committee; Building and Grounds Committee – Jim Summers
- Collections Committee – Helen McNeil-Ashton
- Video Committee – Jan Worthington
OTHER BUSINESS
Open Forum / Member Comments
CLOSING
Tim Richards
EXHIBIT A
EXHIBIT A-1
Prepared Resolutions (Bylaws Adoption and Director Elections)
RESOLUTIONS OF THE ANNUAL MEETING OF MEMBERS
OF
TRURO HISTORICAL SOCIETY, INC.
The following resolutions were duly adopted by the members of Truro Historical Society, Inc., a Massachusetts non-profit corporation (“THS”), at the annual meeting of members duly called and held on July 17, 2026, at which a quorum was present and acting throughout:
Approval and Adoption of Amended and Restated Bylaws
WHEREAS, the Board of Directors (the “Board”) has reviewed and approved the proposed Amended and Restated Bylaws of THS in the form attached hereto as Exhibit A (the “Amended and Restated Bylaws”), and has recommended that the members approve and adopt the Amended and Restated Bylaws;
WHEREAS, under Article 10 of THS’s existing Bylaws, the members may vote to amend or adopt new Bylaws for THS at any regular or special meeting of the members; and
WHEREAS, the Board has determined that the adoption of the Amended and Restated Bylaws is in the best interests of THS and its members.
NOW, THEREFORE, BE IT RESOLVED, that the members of THS hereby approve and adopt the Amended and Restated Bylaws in the form attached hereto as Exhibit A, effective as of the date hereof.
RESOLVED FURTHER, that the officers of THS are hereby authorized and directed to file the Amended and Restated Bylaws with the corporate records of THS, and to take all actions necessary or appropriate to implement the Amended and Restated Bylaws in accordance with applicable law.
Election of Directors
WHEREAS, under Section 3.3 of the Amended and Restated Bylaws, all directors shall be elected by the members at the annual meeting from a slate provided by the Board, and each director shall be elected for a three-year term;
WHEREAS, under Section 3.2 of the Amended and Restated Bylaws, the Board shall be composed of no fewer than 7 directors and no more than 17 directors, and all directors shall be members; and
WHEREAS, the Board has nominated a slate of directors for election by the members at this annual meeting, to serve initial three-year terms commencing upon their election.
NOW, THEREFORE, BE IT RESOLVED, that the following persons are hereby elected as directors of THS, each to serve an initial three-year term commencing immediately following approval of the Amended and Restated Bylaws (or until their respective successors are duly elected):
Existing Directors:
-
- Ellen English
- Jenna Howe
- Richard Larkin
- Helen McNeil-Ashton
- Tim Richards
- Jim Summers
- Dawn White
- Barbara Wohlgemuth
- Jan Worthington
New Directors:
-
- Matthew Aiken
- Laura English
- Sara Price
- Andrew Young
RESOLVED FURTHER, that the officers of THS are hereby authorized and directed to update the corporate records of THS to reflect the election of the foregoing directors, and to take all actions necessary or appropriate to effect such election in accordance with the Amended and Restated Bylaws and applicable law.
General Authority
RESOLVED FURTHER, that the officers of THS are hereby authorized and empowered to take any and all actions, and to execute and deliver any and all documents, instruments, and certificates, as they may deem necessary or advisable to carry out the purposes and intent of the foregoing resolutions, the taking of such actions and the execution and delivery of such documents to be conclusive evidence of the members’ approval thereof.
The undersigned Secretary of THS hereby certifies that the foregoing resolutions were duly adopted by the members of THS at the annual meeting of members duly called and held on July 17, 2026, at which a quorum was present and acting throughout.
Secretary
EXHIBIT A-2
Amended and Restated Bylaws Attached.
AMENDED AND RESTATED
BYLAWS
OF
TRURO HISTORICAL SOCIETY, INC.
(Effective July 17, 2026)
ARTICLE 1
OFFICES
The principal office of Truro Historical Society, Inc., a Massachusetts non-profit corporation (“THS”), shall be located at 13 Town Center Road, Truro, Massachusetts (with a mailing address of PO Box 486, Truro, MA 02666), or at such other place within the town of Truro as the board of directors of THS (the “Board”) may from time to time determine.
ARTICLE 2
MEMBERS
2.1 Generally. The members of THS will include individuals who apply for membership, pay dues and abide by the policies for membership adopted by the Board from time to time, or are otherwise deemed to be members in the discretion of the Board. The Board may from time to time remove persons as members, with or without cause.
2.2 Time and Place of Meetings. All meetings of the members for the election of directors or for any other purpose shall be held on such date and at such time and place as may be designated by the Board. In the absence of any such designation by the Board, each such meeting shall be held at Highland House Museum.
2.3 Annual Meetings. An annual meeting of members shall be held for the purpose of electing directors and transacting such other business as may properly be brought before the meeting. Unless otherwise determined by the Board, the annual meeting will be held at 4:30 pm Eastern Time on the third Friday in July.
2.4 Special Meetings. Special meetings of the members for any proper purpose may be called by the President and shall be called by the Secretary at the direction of the Board.
2.5 Notice of Meetings. Notice stating the date, time and place of each meeting of members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided at least 14 calendar days before the date of the meeting, to each member of record entitled to vote at such meeting.
2.6 Fixing of Record Date. So that THS may determine the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to make a determination of members for any other proper purpose, the Board may fix in advance a record date, which date shall not be more than 70 calendar days nor fewer than 14 calendar days prior to the applicable meeting or determination. If no record date is fixed, the record date for determining members entitled to notice of or to vote at a meeting of members shall be 5:00 pm Eastern Time on the business day immediately preceding the day on which notice is sent. A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.
2.7 Quorum; Voting. Ten members who are entitled to vote shall constitute a quorum for the transaction of business at any meeting of the members. If fewer than ten members are present at a meeting, a majority of the members present may adjourn the meeting without further notice. If a quorum is present when a vote is taken, the affirmative vote of a majority of members present shall constitute the act of the members.
2.8 Remote Attendance. Any one or more members may participate in a meeting of the members by means of a teleconference, videoconference or similar means by which all persons participating in the meeting can hear each other, and such participation shall constitute presence and attendance at the meeting for all purposes of this Article 2.
ARTICLE 3
BOARD OF DIRECTORS AND MANAGEMENT
3.1 General Powers. The business and affairs of THS shall be managed under the direction of the Board, which will be responsible for, among other things, oversight of committees of the Board, recommendations regarding appointment of directors and officers, and adoption of significant policies and strategies.
3.2 Number and Qualifications. The Board shall be composed of no fewer than 7 directors and no more than 17 directors. All directors shall be members. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
3.3 Election and Term of Office. All directors shall be elected by the members at the annual meeting from a slate provided by the Board. Each director shall be elected for a three-year term, and may be re-elected to serve successive three-year terms without limitation. Despite the expiration of a director’s term, the director, if willing, may continue to serve until such director’s successor is elected.
3.4 Regular Meetings. Regular meetings of the Board (or of any committee thereof) shall be held on dates to be fixed by the Board (or such committee).
3.5 Special Meetings. Special meetings of the Board (or of any committee thereof) may be called by, or at the request of, the President (or the chair of such committee) or a majority of the directors (or members of such committee).
3.6 Notice. Notice of any meeting of the Board or any committee thereof shall be given as the Board or any committee thereof shall, from time to time, determine. Notice shall be deemed to be delivered when received. Neither the business to be transacted at nor the purpose of any meeting of the Board or any committee thereof need be specified in the notice of such meeting. Any director may waive notice of any meeting in writing, which notice shall be filed with the minutes of the meetings of the Board. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and such director expresses such objection at the beginning of the meeting or promptly upon such director’s arrival.
3.7 Quorum; Voting; Presumption of Assent. A majority of the total number of directors serving on the Board shall constitute a quorum for the transaction of business at any Board meeting. If fewer than a majority of directors are present at a meeting, a majority of the directors present may adjourn the meeting without further notice. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall constitute the act of the Board. A director who is present at a meeting of the Board or a committee of the Board when corporate action is taken is deemed to have assented to the action taken unless: (a) such director objects at the beginning of the meeting (or promptly upon such director’s arrival) to holding it or transacting business at the meeting or, as to a matter required under the Articles of Organization or these Bylaws to be included in the notice of the purpose of the meeting, such director objects before action is taken on the matter; (b) such director’s dissent or abstention from action taken is entered in the minutes of the meeting; or (c) such director delivers written notice of such director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to an officer of THS immediately after adjournment of the meeting.
3.8 Remote Attendance. Any one or more directors may participate in a meeting of the Board or a committee thereof by means of conference telephone, videoconference or similar means by which all persons participating in the meeting can hear each other, and such participation shall constitute presence and attendance at the meeting for all purposes of this Article
3.9 Vacancies. Any vacancy occurring on the Board may be filled by majority vote of all directors. Any director appointed to fill a vacancy shall serve only until the next election of directors at the annual meeting, or until such director’s death, resignation or removal from office.
3.10 Compensation. No director shall receive compensation for any services performed as a member of the Board or any committee thereof.
3.11 Board Committees. The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The Board may also designate any member that is not a director to serve as a non-voting member of a committee. At every meeting of any such committee, the presence of a majority of all members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution. Committees of the Board shall provide recommendations to the Board but shall have no authority to bind THS except as otherwise set forth in these Bylaws or in any resolution duly approved by the Board.
3.12 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if such number of members of the Board or committee of the Board, as the case may be, having the voting power to authorize or take such action at a meeting at which all members of the Board or committee, as the case may be, were present and voted, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.
3.13 Removal of Directors. One or more directors may be removed, with or without cause, by majority vote of all directors.
3.14 Resignation of Directors. Any director may resign at any time by delivering written notice to the President or the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE 4
OFFICERS
4.1 Number and Qualification. The officers of THS shall include a President, and may also include a Secretary, a Treasurer, one or more Vice Presidents, and such other officers and assistant officers as the Board may determine to be necessary or appropriate for the conduct of THS’s business. Each officer must be a director.
4.2 Appointment and Term of Office. The officers of THS shall be appointed by the Board. Each officer shall be appointed for a three-year term (unless a shorter period is determined by the Board), and may be re-appointed to serve successive three-year terms without limitation. Despite the expiration of an officer’s term, the officer, if willing, may continue to serve until such officer’s successor is appointed. The Board may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person.
4.3 Resignation. Any officer may resign at any time by delivering written notice to the President or the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.4 Removal. Any officer or agent appointed by the Board may be removed by the Board, and any officer appointed by an officer upon whom the power of appointment has been conferred by the Board or these Bylaws may be removed by any such officer or by the Board, whenever in the judgment of the Board or of such officer, as the case may be, the best interests of THS would be served thereby.
4.5 Vacancies. A vacancy in any office because of death, resignation, removal, creation of a new office or any other cause may be filled by the Board, or by an officer upon whom the power of appointment has been conferred by the Board or these Bylaws, for the unexpired portion of the term, or for a new term established by the Board or such appointing officer.
4.6 President. THS shall have a president (the “President”), appointed by the Board, who shall preside at all regular and special meetings of the Board and of the members, and who shall, subject to the oversight of the Board, in general supervise and control all of the business and affairs of THS. The President may sign, with the Secretary or an Assistant Secretary, any deeds, mortgages, bonds, contracts or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of THS, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. If no Treasurer has been designated, the President shall also have the duties and powers of the Treasurer prescribed in Section 4.9.
4.7 Vice Presidents. THS may have one or more Vice Presidents appointed by the Board. Each Vice President shall have such powers and perform such duties as shall be assigned by the President or the Board.
4.8 Secretary. THS may have a Secretary, appointed by the Board, who shall be responsible for preparation of minutes of meetings of the Board and members and maintenance of THS’s records, and shall in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.
4.9 Treasurer. THS may have a Treasurer, appointed by the Board, who shall have charge and custody of and be responsible for all funds and securities of THS, receive and give receipts for moneys due and payable to THS from any source whatsoever, deposit all such moneys in the name of THS in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.
4.10 Other Officers. THS may have other officers and assistant officers appointed by the President or the Board. Such officers and assistant officers shall perform all duties and have such authority as may be assigned by the President or the Board.
ARTICLE 5
CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 Contracts. The Board may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of THS, and such authority may be general or confined to specific instances.
5.2 Loans. Other than indebtedness arising in the ordinary course of business pursuant to accounts payable and accrued liabilities, no loans shall be contracted on behalf of THS, and no evidences of indebtedness shall be issued in its name, including contracts of guaranty and suretyship, unless authorized by the Board, which authorization may be general or confined to specific instances.
5.3 Checks and Drafts. All checks, drafts or other orders for the payment of money, notes, contracts of guaranty and suretyship, or other evidences of indebtedness issued in the name of THS shall be signed by such officer or officers or agent or agents of THS and in such manner as may be determined by the Board.
5.4 Deposits. All funds of THS not otherwise employed shall be deposited to the credit of THS in such banks, trust companies or other depositories as the Board may select.
ARTICLE 6
FISCAL YEAR
THS’s fiscal year shall end on December 31, unless otherwise determined by the Board.
ARTICLE 7
ACCOUNTING RECORDS
THS shall maintain or cause to be maintained accounting records of its business and affairs, which records shall be open to inspection by the directors and officers at all reasonable times.
ARTICLE 8
NO DIVIDENDS
No dividends shall be paid and no part of the income of THS shall be distributed to its members, directors or officers.
ARTICLE 9
NOTICES; WAIVER OF NOTICE
All notices, requests, consents, claims, demands, waivers and other communications made in connection with these Bylaws shall be in writing and shall be deemed to have been given: (1) when delivered by hand (with written confirmation of receipt); (2) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (3) on the date sent by email or other form of electronic transmission (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; (4) with respect to notice of meetings of the members, when published on the THS website; or (5) when received or when delivery is refused if mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent, if to THS, to the attention of the President at THS’s principal office address, and if to a director or member of THS, at such director’s or member’s most recent address on file with THS. Whenever any notice is required to be given to any member or director of THS under the provisions of these Bylaws, the Articles of Organization, Massachusetts law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 10
AMENDMENTS
The members may vote to amend or adopt new Bylaws for THS at any regular or special meeting of the members in accordance with Section 2.7.6
EXHIBIT B
Biographies of New Director Nominees
Matthew A. Aiken
Matt is a senior partner at Maynard Nexsen PC where he serves as Chair of both the firm’s Private Markets Practice Group and its AI Strategy and Governance Committee. Matt’s practice focuses on representing private equity, real estate private equity and venture capital sponsors, and their portfolio companies in various investment and financing activities, as well as corporate governance and legal operations matters. He has represented clients in numerous mergers, acquisitions, dispositions, joint ventures, debt and equity offerings, and other transactions. Over the years, a substantial portion of Matt’s practice has involved counseling investors in the natural capital space (i.e. timberland, carbon offsets, conservation easements, etc.). He designed the first open-ended timber investment fund (which exceeds $1 billion in assets) and also led the legal team that structured and closed the third largest land transaction since the Louisiana Purchase (which involved over two million acres of timberland).
Recently, Matt has been spending a significant amount of his time developing and implementing Maynard’s artificial intelligence strategy across the firm’s 25 offices and 650 attorneys.
Matt is graduated from St. Paul’s School, the University of Virginia, and Georgetown University Law Center.
Note: Matt grew up in Truro. He and his wife Patsy own a home on Beach Point where they spend their summers. Matt has been contributing to THS as a member of the Governance Committee since last summer. He fills a board need for a practicing lawyer.
Laura English
Laura is an amateur historian, researcher, educator, author, and community volunteer with a deep commitment to preserving the history, natural resources, and character of the Outer Cape. After a rewarding 38-year career in public education and writing, she turned her lifelong passion for history toward researching and sharing the stories of her adopted town of Truro. Throughout her educational career, Laura specialized in literacy instruction and was the author of reading and writing textbooks designed to support English Learners. Her work helped students develop the language and literacy skills needed to succeed both academically and beyond the classroom.
In addition to her historical work, Laura is an active community volunteer who supports the preservation of Cape Cod’s natural landscapes and water resources. She enjoys reading historical nonfiction, designing gardens with native Cape Cod plants, mountain biking, and exploring the woods and trails of Cape Cod and beyond. Whether researching eighteenth century records, working on a public history project, or riding through the pine forests of the Outer Cape, she approaches each endeavor with curiosity, attention to detail, and a genuine appreciation for history, education, nature, and community.
Laura believes that understanding local history strengthens community identity and helps preserve the stories that shape future generations.
Note: Laura has been serving as a member of the Exhibitions Committee. She was instrumental in the development of the THS exhibits on the American Revolution and the Railroad. She is also a regular volunteer at the museum.
Sara F. Price
Sara is a full-time graduate student in the School of Social Work at the University of North Carolina at Chapel Hill, where she is training for a career in behavioral health. Since 2025, Sara has served as a Behavioral Health Intern at the Lincoln Community Health Clinic in Durham, providing integrated, evidence-based mental health counseling to underserved populations in collaboration with the primary care team, conducting intake assessments, and delivering both short- and long-term therapy alongside case management.
Before returning to graduate school, Sara built a career spanning education, nonprofit leadership, and strategic consulting. As Head of Education at Virtue Labs from 2019 to 2024, she developed curriculum and trained educators to deliver the company’s programs across its salon, retail, international, and direct-to-consumer teams. Earlier, she spent six years at Teach for America in Eastern North Carolina, rising to Managing Director of Alumni Impact, where she designed the region’s largest annual TFA event, grew its alumni school-leader network from 5 to 48, and led a team building collective impact across an alumni base of more than 1,000.
Sara holds a Master of Arts in Developmental Psychology from Columbia University’s Teachers College and a Bachelor of Arts in Elementary Education from Wake Forest University and is certified in Mental Health First Aid.
Note: Sara and her partner Phoebe Judge own a home on Depot Road and spend much of the year there. As a member of the Membership Committee, Sara has demonstrated strong organizational skills and judgement. Given her background in education, social work, and strategic consulting, Sara will make important contributions as an active board member.
Andrew W. Young
Andrew is a Managing Director and Private Banker at J.P. Morgan with over four decades of industry experience. He is a founding member of the private bank’s Financial Sponsors Group, which provides investment, trust and estate, and banking advice, execution, and service to partners in the financial sponsor community. Prior to joining J.P. Morgan, Andrew held various positions at Citigroup and spent two years at Credit Suisse First Boston in private banking. Earlier in his career, he spent eight years in the commodities industry, primarily engaged in risk management.
Andrew is also an accomplished visual artist. His work has been shown widely in juried and group exhibitions, including at the Cape Cod Museum of Art, the Wilson Museum and Castine Historical Society in Maine, the Limner Gallery, and the Pilgrim Monument and Provincetown Museum, as well as in a solo exhibition, “Fathoming,” at Eerdmans in New York in 2023. His work appears in 2026 at the Garvey Rita Gallery in East Orleans and in a three-person show, “The Brush that Perceives the World: A William Holst Circle,” at Colby-Sawyer College. Since 2004, Andrew has undertaken an independent study of the American Modernist William H. Holst (1912–1995). You can find Andrew’s art at awyoungart.wordpress.com.
Andrew is graduated from the Lexington Schools, Phillips Academy, Andover, and Princeton University. He completed additional studies in art in Truro at the Castle Hill Center for the Arts in New York at the Salmagundi Club, Arts Students League, and New York School of the Arts.
Note: Andrew is intensely interested in Truro history and art and is extraordinarily knowledgeable on both subjects. His family home at Cat Island off Castle Road was the home of Matthias Rich, Jr. He would bring to the board skills and interest in collections, particularly the art collection, events, exhibitions, and finance.