RHODE ISLAND GENEALOGICAL SOCIETY, INC.
(Amended May 20, 2018)
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.
Said Society is constituted for the purpose of: (a) encouraging the collection and dissemination of genealogical information; (b) promoting sound genealogical technique through seminars, workshops, and the publication of educational and bibliographical material; (c) furthering and assisting the preservation of state, local, and ecclesiastical records of genealogical and historical value; (d) promoting an understanding of the field of genealogy to the general public; and (e) for any other lawful purposes which may further or assist the above stated purposes.
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 of the Society for that calendar year; provided, however, that any additional person in the household of a member shall be granted a reduction of fifty percent (50%) in his or her annual membership dues. Any member paying a sum least fifty (50) times that of the annual membership dues or greater in any one calendar year, shall be a Life Member and shall thereafter be entitled to all rights and duties of membership and shall be exempt from future annual membership dues. Honorary Life Membership may be awarded, by vote of the Board, to a member who has made extraordinary contributions to the Society. Presentation of this Honorary Life Membership award shall be made at the Society’s Annual Meeting, said meeting hereinafter referred to as the Annual Meeting. Any change in the membership dues 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. Membership dues are payable to the Society by the first day of January each year. Any members whose dues shall be in arrears on the first day of March of any given year shall be dropped from membership.
(a) The General Funds of the Society shall be kept in a bank account and the Treasurer shall have the power of signature of the Society’s bank account. Within the recordkeeping of the General Fund there shall be a recording of operating income and expenses; funds used in the furtherance of the purposes of the Society set for in Article II; funds designated for use in purchasing library material by the Society for the use of the Society and the public at large.
(b) Invested Funds of the Society. Pursuant to a vote of the Board of Directors on April 23, 2016, the Directors authorize the Treasurer to engage an Investment Advisor and use sixty thousand dollars ($60,000.00) from the General Fund to open an investment account.
(c) Records of the General Funds and the Invested Funds shall be maintained by the Treasurer; all Funds shall be under full control of the Board and shall be used only by vote of the Board; and such records shall be open to inspection by the Finance Committee at all times.
BOARD OF DIRECTORS
There shall be a Board of Directors, throughout these articles referred to as the Board, composed of seven (7) duly elected Officers; three (3) Directors with terms of three (3) years; and four (4) Directors with terms of one (1) year; and the Chairperson of each standing committee. 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.
OFFICERS AND COMMITTEE CHAIRPERSONS
(a) 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 they are elected and which is further defined in Article VIII herein.
(b) The Committee Chairperson of each standing committee, such as Membership, Finance, Program, Publications, Library, Hospitality, and Nominating will be proposed by the President. When approved by vote of the Officers, these Committee Chairpersons will serve as members of the Board and shall, when needed, appoint their own committee members, subject to Board approval. These Committee Chairpersons shall serve at the pleasure of the Board.
(c) 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.
(d) 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.
(e) The Board shall have the authority to create from time to time such other offices or committees as may be required for the conduct of the work of the Society, and to appoint persons to fill such offices or committees until the next Annual Meeting of the Society. Successive Annual Meetings shall fill such offices in the same manner and as hereafter provided in Article VIII of these By-laws.
(f) The Nominating Committee shall consist of three (3) members, one of whom is a member of the Board 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.
(g) The Board shall have the authority to consolidate the work of two or more committees and shall also have the authority to abolish any committee whose work is no longer necessary to the purpose of the Society.
(a) President: The President shall preside at all meetings of the Society and the Board; shall call special meetings when necessary or, at the request of the Board, shall be an ex officio, or non-voting, member of all committees except the Nominating Committee; and shall perform such other duties as normally pertain to the office. The Immediate Past President shall serve on the Board for the term of one year following his or her active term.
(b) First and Second Vice Presidents: The First and Second Vice Presidents shall co-chair the Program
Committee; and in the absence or inability of the President, shall assume the responsibilities of that office; and shall assist in the discharge of any other duty assigned by the Board.
(c) Recording Secretary: The Recording Secretary shall record the minutes of the regular Society meetings and of the Board meetings; shall file a report at the Annual Meeting; shall, in the absence of the President and Vice Presidents, call the Society meeting to order and preside until a temporary alternate “Pro Tem” has been elected.
(d) Corresponding Secretary: The Corresponding Secretary shall carry on correspondence relative to the Society as directed by the Board.
(e) 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; shall make lawful expenditures; shall submit a financial report to the Board when requested, having said financial records available for inspection at all times; and shall file a written report at the Annual Meeting.
(f) Within thirty days of leaving office, all Officers and Chairpersons shall transfer all records and other materials of the Society to their successor or to the Recording Secretary.
(a) Membership: The Membership Committee shall be responsible for collecting and recording membership dues from all members; collecting subscription fees from other organizations; supplying membership cards; and maintain an up-to-date list of the membership and subscribers to the Society’s publications.
(b) Finance: The Finance Committee shall consist of the Treasurer, who shall serve as Chairperson, one additional Board member, and one members-at-large elected by the Board and, from time to time, other additional members deemed appropriate by the Board. The Finance Committee shall meet promptly following the Annual Meeting in order to establish a 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.
(c) Program: The Program Committee shall be responsible for arranging and confirming all program arrangements; and composing and overseeing the mailing of all program announcements.
(d) Publications: The Editor of the Society’s Rhode Island Roots publication shall oversee the publication thereof and shall serve as the Publications Committee Chairperson; shall oversee the publication of any other publication of the Society; and the inventory of prior publications shall be managed and controlled by the Publications Committee.
(e) Library: The Library Committee shall be responsible for the cataloguing and safe-keeping of all books, printed materials, and other historical materials, hereinafter referred to as Library Materials, coming into the possession of the Society; for the writing of acknowledgements for any donated Library Materials; shall maintain a written agreement for the physical location of the Library Materials and oversee that agreement; and shall take appropriate action to ensure the accurate recording and maintenance of these Library Materials.
(f) Transcription: The Transcription Committee shall set up audio equipment for all meetings; record any and all lectures and Society programs for which the Society has received written permission; and mail such recorded material to members for an appropriate fee which shall be determined by the Board.
(g) Hospitality: The Hospitality Committee shall be responsible, with the Program Committee, for arranging meeting places; and shall be responsible for refreshments for all meetings.
(h) Reception: The Reception Committee shall be responsible for name tags and, with the Hospitality Committee, for the checking of reservations at workshops or meetings.
(i) Awards: The Awards Committee shall make recommendations to the Board for the various awards made by the Society and shall be responsible for obtaining certificates to be presented at the Annual Meeting.
(j) Nominating: The Nominating Committee shall submit a slate of officers to be included in the notice of the Annual Meeting.
(a) The Annual Meeting shall be held in the month of May at a place within the State of Rhode Island and Providence Plantations. 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.
(b) At each Annual Meeting there shall be elected by a simple majority of the membership present and voting, the above mentioned officers and members of the Board. The Officers shall serve for a term of one (1) year or until their successors have been elected and qualified. Three members-at-large 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.
(c) There shall be such other meetings of the Society as the Board in its discretion may call, provided there shall be not fewer than three (3) meetings each year, excluding the Annual Meeting.
(d) Special meeting of the Society shall be called by the Board or by the President upon the written petition of ten (10) members.
(e) A vote taken at meetings is valid by a simple majority of the membership present and voting as long as notice of the meeting is given to the membership not less than two (2) weeks before the date set for any said meeting.
AMENDMENTS OF BY-LAWS
These By-laws may be amended by a two-thirds vote of the membership present and voting at any special or regularly called meeting of the Society, provided that any proposed amendment shall have been set forth in full in a written notice for said meeting at least thirty (30) days prior to said meeting.
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. These By-laws shall take effect on the first day of January immediately following their adoption by reason of the vote of the membership provided for in Article X of these By-laws.
The fiscal year of the Society shall be from the first day of January to the thirty-first day of December.
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.
Notwithstanding any other provisions of these articles, the Society shall not carry out any other activities not permitted to be 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.
In the event of the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board shall determine.