Rhode Island Genealogical Society

The name of this corporation is the Rhode Island Genealogical Society, Inc., a Rhode Island Non-profit Educational Corporation, hereinafter referred to as the Society.

ARTICLE II
PURPOSES

Said Society is constituted for the purpose of:

encouraging the collection and dissemination of genealogical information;
promoting sound genealogical technique through seminars, workshops, and the publication of educational and bibliographical material;
furthering and assisting the preservation of state, local, and ecclesiastical records of genealogical and historical value;
promoting an understanding of the field of genealogy to the general public; and
for any other lawful purposes which may further or assist the above stated purposes.

ARTICLE III
MEMBERSHIP

Member
Any person who shall pay membership dues to the General Fund of the Society in any calendar year, such amount determined from time to time by the Board of Directors, hereinafter referred to as “the Board,” shall be a Member in good standing of the Society for that calendar year.

Household Member
One additional person in the household of a member may be granted a reduction of fifty percent (50%) in his or her annual membership dues.

Life Membership
Any member paying in one calendar year a sum in a multiple of the annual membership dues (to be determined from time-to-time by the Board) shall become a Life Member of the Society and shall thereafter be entitled to all rights and duties of membership and shall be exempt from all future annual membership dues.

Honorary Life Membership
Honorary Life Membership may be awarded, by vote of the Board, to a member who has made extraordinary contributions to the Society. Presentation of the Honorary Life Membership award shall be made at the Society’s Annual Meeting, said meeting hereinafter referred to as the “Annual Meeting.

Membership dues and benefits may be reviewed and evaluated periodically as determined by the Board to comply with and further the Society’s purposes as stated in Article II. Any change in the membership dues, payment dates, or benefits shall be made by the Board on or before the first day of October of the year proceeding the year when such change shall become effective. Dues and benefit details should be always publicly available. As of the effective date of these bylaws, dues are payable to the Society by the first day of January each year. Any member whose dues persists in being in arrears thereafter can be dropped from membership.

ARTICLE IV
FUNDS

Records of the General Funds, Invested Funds, Library Fund, and any other future separate fund of specifically designated donations not meant for general use by the Society, or the Library Fund, shall be maintained by the Treasurer. Expenditures from all Funds shall be under full control of the Board and shall be spent, reinvested, or repurposed (in keeping with the goals and purposes of the Society), only upon a vote of prior approval by the Board. All financial records of the Society shall be open to inspection by the Audit and Budget Committee and the President at all times.

General Funds of the Society. All general funds shall be kept in a bank account. The Treasurer and Assistant Treasurer designated by the Board shall have the power of signature on the Society’s bank account; however, this shall not imply or require dual signatures for business transacted on any of the Society’s funds or accounts.

Within the recordkeeping of the General Fund there shall be a record of: operating income and expenses; funds invested by the Society; funds used in the furtherance of the purposes of the Society set forth in Article II; funds designated for use in purchasing and donating library material by the Society for the use of the Society and the public at large.
Invested Funds of the Society. The Society may invest funds in marketable securities and funds as authorized by the Board. With the approval of the Board, the Treasurer may engage an Investment Advisor to facilitate the investment of such funds. The Treasurer shall report monthly on the status of said investments to the Board. Pursuant to a vote of the Board of Directors on April 23, 2016, the Directors authorized the Treasurer to engage an Investment Advisor and use sixty thousand dollars ($60,000.00) from the General Fund to open an investment account. This was accomplished on 28 July 2016. Subsequent funds may be transferred from the Society’s bank accounts for the purpose of investment upon a vote of, and at the direction of, the Board.
Library Fund of the Society. Based on approval by the Board, donations to the Society designated for the Library Fund shall be used to purchase genealogy material for libraries or to provide financial support for Rhode Island library projects that enhance genealogical research and/or education for both Society members and the public at large. The Library Fund shall be maintained in a separate bank account and all additions to and payments from this fund shall be reported to the Board at each Board meeting by the Treasurer.

ARTICLE V
BOARD OF DIRECTORS

There shall be a Board of Directors comprised of a total of fourteen (14) members: seven (7) duly elected Officers; three (3) Directors with terms of three (3) years; and four (4) Directors with terms of one (1) year. In addition, the Chairs of the Membership and Publications committees shall be members of the Board as provided in these bylaws. All Board members must be members in good standing of the Society. Chairs of the designated essential standing committees may attend Board meetings as ex officio, non-voting members.

The Board shall have control of the affairs and finances of the Society. Seven Board members, one (1) of which is the President or a Vice President, shall constitute a quorum. However, should the President and both Vice Presidents be absent from two (2) consecutive meetings, then a quorum shall exist if seven Board members are present, and must include two (2) of the seven (7) elected officers, said officers further defined in Article VI herein. A majority vote consists of more than fifty percent of the Board members attending and participating in the vote.

The Board will meet at least four times per year, the date and time to be set in the discretion of the President with adequate prior notice to all Board members. Attendance at Board meetings can be in-person or virtual. Any vacant position on the Board caused by resignation, removal, or other reason may be filled by a majority vote of the Board present and voting at a Board meeting and the person selected to fill the position will serve until the next elections by the Society. The Webmaster position (ex officio) will report to the Board.

ARTICLE VI
OFFICERS AND COMMITTEE CHAIRPERSONS

The Officers of the Society shall consist of a President, a First and Second Vice President, a Treasurer, an Assistant Treasurer, a Recording Secretary, and a Corresponding Secretary. Officers shall hold office for a term of one year or until their successors have been elected. Their term of office shall begin at the close of the Annual Meeting at which the election results are announced. The Board will determine the method of voting.

Within thirty days of not being re-elected, or upon leaving office at any time, Officers shall transfer all records and other materials of the Society to their successor, or to the Recording Secretary.

All Officers and Directors are expected to attend Board meetings unless emergencies or extenuating circumstances exist. Repeated absences can be the basis for removal by vote of the Board. Every officer and director should be actively involved in at least one committee.

President: The President shall preside at all meetings of the Society and the Board; call special meetings when necessary or at the request of the Board; be an ex officio, non-voting, member of all committees except the Nominating Committee; and perform such other duties as normally pertain to the office. (The Immediate Past President may serve on the Board for the term of one year following his or her active term as an ex officio member.)
First and Second Vice Presidents: assume the responsibilities of the President in the absence or inability of the President and shall assist in the discharge of any other duty assigned by the President or the Board. In the absence of the President, the First Vice President shall preside over the meetings of the Society and the Board. In the absence of the President and the First Vice President, the Second Vice President shall preside.
Recording Secretary: The Recording Secretary shall record and keep the minutes of the Society meetings and of the Board meetings; file a report of the Annual Meeting; and, in the absence of the President and Vice Presidents, call the Society meeting to order and preside unless and until a temporary alternate “Pro Tem” has been elected.
Corresponding Secretary: The Corresponding Secretary shall carry on correspondence relative to the Society as directed by the President.
Treasurer and Assistant Treasurer: The Treasurer and Assistant Treasurer shall: keep accurate records of all monies due, received, invested, and/or expended by the Society; make lawful expenditures; submit financial reports to the Board when requested; have said financial records available for inspection at all times; and file a written financial report at the Annual Meeting.
Any vacant office may be filled for the unexpired portion of the term of said office by a majority vote of the Board present and voting at a meeting of the Board.

ARTICLE VII
COMMITTEES

The Society shall have the following standing committees that are essential to implementing the purposes, goals, and continued functioning of the Society. The committee Chair for each standing committee will be proposed by the President. When approved by vote of the Board, these committee Chairs will serve as ex officio, non-voting members of the Board (unless otherwise provided by these bylaws) and shall, when needed, appoint their own committee members, subject to Board approval. These committee Chairs shall serve at the pleasure of the Board.

The Board shall have the authority to create from time-to-time such other committees as may be required for the conduct of the work of the Society. The President, subject to Board approval, shall have the authority to create from time-to-time such other committees as may be prudent for the conduct of the work of the Society, and to appoint persons to fill all such committees until the next Annual Meeting of the Society or until the need for the committee expires.

The Board will approve written portfolio responsibilities/duties entrusted to all committees and the Recording Secretary shall keep a record of such charging documents available for public view. Chairs of committees will report to the board at regularly scheduled meetings and supply reports beforehand to the President.

Membership: The Membership Committee shall be responsible for maintaining membership policies and procedures; collecting and recording membership dues from all members; collecting subscription fees from other organizations; and maintain an up-to-date list of the membership and subscribers to the Society’s publications. Due to the important responsibility of keeping the Society membership information accurate and up to date, the chair, if not already a member of the board, will have a vote.
Nominating: The Nominating Committee shall consist of three (3) members, one of whom is a member of the Board (other than the sitting President) and is appointed by the Board to the Nominating Committee and two (2) members from the Society’s membership. These members shall be elected at the Annual Meeting and are to serve for one year. The Nominating Committee shall submit a slate of officers and directors to be contained in the notice of the Annual Meeting along with proposed Nominating Committee candidates for the membership to vote on.
Publications: The Publications Committee is responsible for overseeing the publications of the Society. The Editor of the Society’s Rhode Island Roots publication shall: oversee the publication of Roots; serve as the Publications Committee Chairperson; and oversee the publication of any other publication of the Society. The inventory of prior publications and Society bookstore shall be managed and controlled by the Publications Committee. The Publications Committee composes and distributes the RIGS Reporter, the Society newsletter, on a regular basis. Due to the financial and major Society benefits responsibilities assigned to this committee, the chair, if not already a member of the board, will have a vote.
Programming: The Programming Committee manages meetings and events. The Program Committee shall be responsible for: arranging speakers at Society meetings; organizing and confirming all program arrangements; and composing and overseeing the mailing of all program announcements. The chair of this committee shall be a person who is also an Officer or Director.
Outreach: The Outreach Committee oversees Society awards and grants, arranges educational activities, and implements community outreach efforts that support the organization’s mission. This committee oversees Society social media and publicity. The Board may from time-to-time award funds to meet the Society’s stated purposes as stated in Article II. The chair of this committee shall be a person who is also an Officer or Director.
Finance Committee: The Finance Committee shall consist of a chair (the Treasurer or in his/her absence, the Assistant Treasurer), and one member-at-large elected by the Board as well as the Treasurer and Assistant Treasurer and, from time to time, other additional members deemed appropriate by the Board. This Committee shall meet promptly following the Annual Meeting in order to establish a proposed budget for the next calendar year and from time-to-time review the budget against actual income and expenses; review the performance of its investments, including the asset allocation, review the performance of its Investment Advisor, and establish an investment distribution policy; interview and recommend to the Board an independent outside auditor who shall conduct a review for the immediate past fiscal year of the Society’s financial records and shall review the results of the auditor’s annual audit

ARTICLE VIII
MEETINGS OF THE SOCIETY

The Annual Meeting shall be held in the month of May at a place within the State of Rhode Island. The exact date and place of the Annual Meeting shall be determined by the Board, which shall direct the Vice Presidents to give not less than two (2) weeks’ notice thereof to the membership, provided that publication of said notice in a newsletter of the Society shall constitute sufficient notice if mailed not less than two (2) weeks before the date set for said Annual Meeting. A quorum shall exist at a Society meeting if 10% of the membership is present either in-person or virtually and voting shall be by simple majority rule.
At each Annual Meeting, the Nominating Committee will present a report on the election results for Officers, Directors of the Board and new Nominating Committee members as provided in Article VII above. The Officers shall serve for a term of one (1) year or until their successors have been elected and qualified. Three members-atlarge shall be elected as Directors each to serve a three (3) year term on the Board and four (4) members-at-large shall be elected as Directors each to serve a one (1) year term on the Board, those terms to be staggered in consecutive years.
There shall be such other events of the Society as the Board in its discretion may call, provided there shall be not fewer than three (3) events each year, excluding the Annual Meeting.
Special meetings of the Society may be called by the Board, or by the President, provided at least 30 days prior notice is given to the membership. Also, upon the written petition of at least ten members of the Society in good standing a Special meeting of the Society shall be called, provided at least 30 days prior notice is given to the membership.

ARTICLE IX
AMENDMENTS OF BY-LAWS

These By-laws may be amended by a two-thirds (2/3) vote of the membership present (in-person or virtually) and voting, provided that any proposed amendment shall have been set forth in full in a written notice for said vote at least thirty (30) days prior to the voting deadline. These By-laws shall take effect immediately following their adoption by reason of the vote of the membership provided for in Article X of these By-laws.

ARTICLE X
PARLIAMENTARY AUTHORITY

The latest published edition of Robert’s Rules of Order, Revised, shall be the authority on any question of parliamentary procedure. For the purposes of these By-laws, any person serving in an ex officio capacity shall not be entitled to a vote.

ARTICLE XI
FISCAL YEAR

The fiscal year of the Society shall be from the first day of January to the thirty-first day of December.

ARTICLE XII
SEAL

A seal appropriate in design has been adopted for the Society by the Board and may be altered as the Board may from time to time decide.

ARTICLE XIII
EXEMPTION

Notwithstanding any other provisions of these articles, the Society shall not carry out any activities prohibited from being carried out (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). No part of the earnings of the Society shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. In addition, the Society may not attempt to influence legislation as a substantial part of its activities, and it may not participate in any political campaign activity for or against any political candidate running for elected office.

ARTICLE XIV
DISSOLUTION

In the event of the dissolution of the Corporation, the Board shall, after paying or making provision for thecpayment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for thecpurposes of the Corporation in such manner, or to such organization or organizations as shall at the time qualifycas an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (orcthe corresponding provision of any future United States Internal Revenue Law) as the Board shall determine.