BOWLBY FAMILY ORGANIZATION BYLAWS
These Bylaws were approved the Board of Directors of The Bowlby Family Organization on ____________, 2001
The name of the Corporation shall be the Bowlby Family Organization (BFO).
The purposes for which the Corporation is organized are educational and historical and, without limiting the generality of the foregoing, genealogical and related research, preservation of family history, dissemination of historical information, and such other purposes as are permitted under Rhode Island law.
ARTICLE III: NON-PROFIT STATUS
The Corporation shall be nonprofit, shall not have or issue shares of capital stock, and shall not declare or pay dividends. No part of the net income or profit of the Corporation shall be distributable to its Members, Directors, or Officers. The Corporation shall not engage in any action which would violate its nonprofit status under Rhode Island law.
In furtherance of the purposes of the Corporation, the following general objectives are established. These objectives include, without limitation:
1. Fostering of an enjoyable,
collaborative effort to bring together family genealogy and histories;
2. Gathering, analyzing,
disseminating, and preserving genealogical, historical, and biographical
data for all Bowlby descendants for current and future generations of researchers
and historians;
3 . Facilitating direct exchanges
with members with common ancestries;
4. Assisting interested
descendant researchers who seek to find their connection to the family;
5. Publishing of newsletters
for dues paying members;
6. Offering an informative
website;
7. Encouraging participation
and contribution of information;
8. Encouraging high
ethical standards and professionalism in all genealogical and historical
research practices, and in all other activities of the Corporation; and
9. Establishing such
other objectives as the Board of Directors may from time to time deem appropriate.
ARTICLE V: MEMBERSHIP AND DUES
Membership in the Corporation
is open to any person interested in and supportive of the purposes and
guiding principles of the Corporation. A person is officially considered
a dues paying member once their check and request has been submitted to
and approved by a majority vote of the Board of Directors of the Corporation.
All Members must pay dues annually to the Corporation in an amount to be
determined by the Board of Directors. Dues are not tax deductible. Membership
dues and contributions go towards such activities as may include but are
not limited to: maintaining the family website; administration expenses;
paying for the printing and distribution of the Newsletter; helping to
off-set other reasonable costs incurred by the Corporation, and funding
projects which are deemed appropriate by the Board.
ARTICLE VI: GUIDING PRINCIPLES
The activities and operations
of the Corporation shall be conducted in accordance with the following
guiding principles: collaboration, volunteerism, research, quality, ongoing
improvements, shared governance and teamwork, ongoing learning, integrity,
trust, listening, honesty, honor, respect, and caring.
If the Board of Directors determines
that a Member has acted in such a way that violates the guiding principles
and or other rules of conduct as determined by the Board, the Board may
exercise its authority to suspend membership privileges without reimbursement
of dues. Simple membership in apparently competitive organizations does
not constitute a violation. A member placed on suspension by the Board
may appeal to the Board. After making required changes as determined
by the Board for the Member to be in compliance with guiding principles
and rules of conduct, a Member may be reinstated by a 2/3 majority vote
of the Board
ARTICLE VIII: MEETINGS OF MEMBERS
SECTION 1. Annual Meeting. The Annual Meeting of the Members of the Corporation shall be held on such date and at such hour as may be fixed by the Board of Directors and named in the call for the election of Directors and for the transaction of such other business as may properly be brought before such meeting.
SECTION 2. Special Meetings. Special Meetings of the Members of the Corporation may be held at any time in the interval between Annual Meetings. Special Meetings may be called by the written request of the President or of a majority of the Board of Directors, which written request shall state the purpose or purposes of the Meeting and matters proposed to be acted on thereat. Nothing contained herein shall limit the right and power of Directors and Members to require a Special Meeting for the election of Directors.
SECTION 3. Place of Meetings. Annual and Special Meetings of the Members of the Corporation shall be held at the principal office of the Corporation or at such other place within or without the State of Rhode Island as the Board of Directors may from time to time determine.
SECTION 4. Notice of Meetings. Written, printed, or email notice of the time and place and purpose or purposes of all meetings of the Members shall be given personally, or by mail, not less than ten (10) days nor more than sixty (60) days before the day fixed for the meeting, to each Member, and such notice must indicate that it is being issued by or at the direction of the person or persons calling the meeting. Such notice shall be given to the Member by leaving the same with him/her or at his/her residence or usual place of business or by mailing it, postage prepaid or by email and addressed to him/her at his/her address as it appears on the books of the Corporation, unless he/she shall have filed with the Secretary of the Corporation a written request that notices intended for him/her be mailed to the address designated in such request. Notices of every Annual or Special Meeting shall state the place, day, hour, and purpose or purposes of such meeting; and, in case of any Special Meeting, no business shall be acted upon which has not been stated in the notice of the meeting. The notices, as provided for in this Section, are not required to be given to any Member who submits a signed waiver of notice, in person or by teleconference, whether before or after the meeting. The attendance of any Member at a meeting, in person or teleconference, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him/her. No notice of an adjourned meeting of Members need be given, unless the Board of Directors fixes a new record date for the adjourned meeting.
SECTION 5. Record Dates. For the purpose of determining the Members entitled to notice of or to vote at a Members' meeting of any adjournment thereof, the Board of Directors may fix a date of record which shall not be more than sixty (60) days nor less than ten (10) days before said meeting date.
SECTION 6. Quorum. A majority of the Members shall be present in order to constitute a quorum; but if there be no quorum, the Members so present may by majority vote adjourn the meeting from time to time, but not for a period of over thirty (30) days at any one time, without notice other than by announcement at the meeting until a quorum shall attend. At any such adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present, it is not broken by the subsequent withdrawal of any Member.
SECTION 7. Voting. At all meetings of the Members, each Member shall have one vote. A majority of votes cast shall be sufficient to elect Directors, and a majority of votes cast shall be sufficient to take any other corporate action, except as otherwise provided by law, or these By-Laws.
SECTION 8. Conduct of Meetings. Meetings of Members shall be presided over by the President, or in the absence of the President, by the Vice President, if any, or in the absence of all such officers, by a chairman to be chosen at the Meeting. The Secretary of the Corporation shall act as Secretary of the Meeting, if present.
SECTION 9. Action Without a Meeting. Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the Members. Such written consent shall have the same effect as a unanimous vote of the Members.
SECTION 10: The Bowlby Family Organization will follow a five (5) step procedure for introducing issues to be voted upon by the Board and/or the organization's general voting body:
1. Propose a motion
2. Second the motion
3. Discuss the motion
4. Close the discussion (call for the vote)
When a vote is held via email, there will be a minimum 24 hour waiting
period following the posting of the motion before a call for the vote can
be made.
5. Vote on the motion.
Submitted by Pat Parker, August 12, 2003
Approved by the board, August 13, 2003 -
10 in favor, 2 unavailable to vote.
ARTICLE IX: BOARD OF DIRECTORS
SECTION 1. Election and Powers. The Board of Directors shall have the management and control of the affairs and activities of the Corporation. Directors shall be elected by the Members at each annual meeting of Members and each Director shall serve until his/her successor is elected or appointed and qualified, unless his/her directorship be theretofore vacated by resignation, death, removal, or otherwise .
SECTION 2. Number. The number of Directors constituting the entire Board of Directors shall be such number, not less than three (3), as shall be designated by resolution of the Board of Directors adopted prior to the election of Directors at the Annual Meeting of Members. In the absence of such resolution the number of Directors to be elected at such Annual Meeting shall be the number last fixed by the Board of Directors. Any Board action designating a change in the number of directors shall require a vote of a majority of the entire Board. The "entire Board" as used in this Article shall mean the total number of Directors which the Corporation would have if there were no vacancies.
SECTION 3. Vacancies. Vacancies in the Board of Directors (including any resulting from an increase in the number of Directors) created for any reason except the removal by the Members of a Director or Directors, may be filled by vote of the Board of Directors. If, however, the number of Directors then in office is less than a quorum, vacancies may be filled by a vote of a majority of the Directors then in office. Any Director elected under this section shall hold office until the next meeting of Members at which the election of Directors is in the regular order of business, and until his successor has been elected and qualified.
SECTION 4. Removal. At any meeting of the Members duly called, any Director may, by vote of the holders of a majority of the Members entitled to vote in the election of Directors, be removed from office, with or without cause, and another may be elected by such Members in the place of the person removed, to serve for the remainder of the term.
SECTION 5. Meetings. Regular Meetings of the Board of Directors shall be held at such times as the Directors may from time to time determine. Special Meetings of the Board of Directors shall be held at any time, upon call from the President or of at least one-third (1/3) of the Directors.
SECTION 6. Place of Meetings. Regular and Special Meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place, within or without the State of Rhode Island, as the Board of Directors may from time to time determine.
SECTION 7. Notice of Meeting. Notice of the place, day, and hour of every regular and special meeting shall be given to each Director by delivering the same to him/her personally or sending the same to him/her by email or leaving the same at his/her residence or usual place of business, at least one (1) day before the meeting, or shall be mailed to each Director, postage prepaid and addressed to him/her at the last known Post Office address according to the records of the Corporation, at least three (3) days before the meeting. No notice of any adjourned meeting of the Board of Directors need be given other than by announcement at the meeting.
SECTION 8. Waiver of Notice. Notice of a meeting need not be given to any Director who submits a signed written waiver thereof whether before, during, or after the meeting nor to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him/her.
SECTION 9. Quorum and Voting. A majority of the entire Board shall be necessary to constitute a quorum for the transaction of business at each meeting of the Board of Directors; but if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjournment, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided in Section 3 of this article, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors.
SECTION 10. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof at a duly held meeting may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors of the committee.
SECTION 11. Personal Attendance by Conference Communication Equipment. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
SECTION 12. Compensation. Directors as such shall not receive any stated compensation for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance may be allowed for attendance at each special or regular meeting thereof. Nothing in this Section will be construed to preclude a Director from serving the Corporation in any other capacity and from receiving compensation therefor.
SECTION 13. Committees. The Board of Directors may, in its discretion, by an affirmative vote of a majority of the whole Board of Directors appoint any committee, to consist of three (3) or more Directors as the Board of Directors may from time to time determine. The committees shall have those powers conferred upon them by the Board of Directors, except that no committee shall have power:
(a) To recommend to Members any action requiring Member approval;
(b) To fill vacancies in the Board of Directors or in any committee thereof;
(c) To fix compensation of Directors for service on the Board of Directors or any committee thereof;
(d) To amend the Articles of Incorporation;
(e) To repeal, amend, or adopt by-laws;
(f) To amend or repeal any
Board of Directors resolution which does not by its terms, make it amendable
or repealable by such committee; or
(g) To appoint, remove, or
fix the compensation of, officers who are elected by the Board of Directors.
SECTION 1. Election of Officers. The Board of Directors, at any duly held meeting thereof, shall elect a President, a Secretary and Treasurer of the Corporation, and may elect a Chairman of the Board from among the Directors of the Corporation, one or more Vice Presidents and any other officers. Each such officer shall serve at the pleasure of the Board of Directors or until his/her successor shall have been duly elected or appointed and qualified, or until he/she shall have resigned, shall have deceased, or shall have been removed in the manner provided in Section 3 of this Article. Any two (2) offices may be held by the same person, except that no person shall hold the office of the President and Secretary concurrently. Any vacancies in the above offices shall be filled in the same manner.
SECTION 2. Assistant and Subordinate Officers. The Board of Directors may elect one or more Assistant Treasurers, one or more Assistant Secretaries and such other subordinate officers or agents as it may deem proper from time to time, who shall hold office only at the pleasure of the Board of Directors. The Board of Directors may from time to time authorize the President to appoint and remove such assistant and subordinate officers and agents and prescribe the powers and duties thereof.
SECTION 3. Removal. Any officer of the Corporation may be removed with or without cause by a vote of the majority of the entire Board of Directors of the Corporation then in office at a meeting called for that purpose whenever in its judgment the best interests of the Corporation may be served thereby.
SECTION 4. Chairman of the Board. The Chairman of the Board, if there be one, shall preside at all meetings of the Board of Directors and shall perform such other duties as the Board of Directors may direct.
SECTION 5. President. The President of the Corporation shall, subject to the direction of the Board of Directors, have the general management of the affairs of the Corporation. The President shall have such other powers and duties as may be properly designated by the Board of Directors.
SECTION 6. Vice Presidents. Any one or more of the Vice Presidents may be designated by the Board of Directors.
SECTION 7. Secretary. The Secretary shall keep the minutes of all meetings of the Members and of the Board of Directors in books provided for the purpose. He/She shall see that all notices are fully given in accordance with the provisions of these By-Laws or as required by law. He/She shall be custodian of the records of the Corporation. He/She shall have such other powers and duties as may be properly designated by the Board of Directors.
SECTION 8. Treasurer. The Treasurer
shall keep correct and complete books and records of account for the Corporation
subject to the control and supervision of the Board of Directors. The Treasurer
shall maintain banking arrangements to receive custody of and disburse
the Corporation's moneys and securities. He/She shall invest the Corporation's
funds as required, establish and coordinate policies for investment, and
provide insurance coverage as required. He/She shall direct the granting
of credit and the collection of accounts due the Corporation. He/She shall
have such other powers and duties as may be properly designated by the
Board of Directors.
The Corporation shall indemnify
(a) any person made or threatened to be made a party to any action or proceeding
by reason of the fact that he/she, his/her testator or intestate, is or
was a Director or Officer of the Corporation and (b) any Director or Officer
of the Corporation who served any other company in any capacity at the
request of the Corporation, in the manner and to the maximum extent permitted
by the Rhode Island Nonprofit Corporation Act, as amended from time to
time; and the Corporation may, in the discretion of the Board of Directors,
indemnify all other corporate personnel to the extent permitted by law.
ARTICLE XII: NEGOTIABLE INSTRUMENTS
All checks of the Corporation
shall be made out in the name of the Corporation and shall be signed by
the President or the Treasurer. All bills, notes, and negotiable instruments
other than checks of the Corporation shall be made out in the name of the
Corporation and shall be signed by the President or by the Treasurer.
ARTICLE XIII: HOW MONEY IS TO BE DEPOSITED
All moneys or funds of the
Corporation or under its charge, deposited in any bank or place of deposit,
shall be deposited to the credit of the Corporation by its Corporate name.
All checks or demands for money
and notes or other instruments evidencing indebtedness or obligations of
the Corporation shall be made in the name of the Corporation and shall
be signed by such Officer or Officers or such other person or persons as
the Board of Directors may from time to time designate.
The Corporation may
dissolve and wind up its affairs in any manner specified by the Rhode Island
Nonprofit Corporation Act, as same may be amended from time to time. In
the case of dissolution, an appropriate announcement of said dissolution
shall be made to all members and posted on the CORPORATION web site.
SECTION 1. Power to Amend. The Board of Directors shall have the power to adopt, amend, or repeal the By-Laws of the Corporation by a majority vote of the entire Board at any meeting. However, any By-Laws adopted by the Board of Directors may be amended or repealed at any meeting of Members by a majority of the votes cast at such meeting.
SECTION 2. Notice of Amendment Affecting Election of Directors. If any Bylaw regulating an impending election of Directors is adopted, amended, or repealed by the Board of Directors, there shall be set forth in the Notice of the next Meeting of Members for the election of Directors the By-Law so adopted, amended or repealed, together with a concise statement of the changes made.
These Bylaws were approved
the Board of Directors of The Bowlby Family Organization on ____________,
2001