The bylaws below are a draft version. We will be voting on this version in the November 2022 Member meeting.
Western Rhode Island Civic Historical Society
Section 1: The name of the society shall be the Western Rhode Island Civic Historical Society
Section 1: The purpose of the Society shall be to preserve and promote the history of Western Rhode Island through community outreach, civic activity, and the stewardship of the artifacts, documents and structures under its care.
Section 1: Any person interested in the objectives of the Society may become a member upon payment of prescribed dues.
Section 2: There shall be 7 classes of members.
Active Members (Voting) shall consist of all those who have paid the prescribed dues for the year, and will have full voting rights as provided by these Bylaws.
Family Members (Voting) shall be two or more people in the same household. Those under the age of 18 having no vote. A limit of 2 votes per family.
Senior Member (Voting) shall be a person having reached the age of 65 years, having one vote.
Student Member (Voting) shall be any student having attained the age of 18 years and enrolled in an accredited post-secondary school and will have one vote.
Honorary Community Member (Non-Voting) shall consist of those whom the Society wishes to honor for outstanding service to the community or society and who have been elected to Horary Community Membership by a vote of at least two thirds of the members present at the annual meeting.
Institutional Affiliation (Non-Voting) shall consist of any group wishing to join the Society because of a shared interest and shall have no vote.
Corporate Sponsorship (Non-Voting) shall be acquired through financial or in-kind donation and shall have no vote.
Section 1: Annual dues for Active Members shall be determined by the Board of Directors.
Section 2: For Honorary Society Members there shall be no dues. An Honorary Community Member may become an Actie (Voting) Member upon payment of prescribed dues for such membership.
Section 3: All dues shall be payable on or before July 1st. Dues that have not been paid at the end of a three (3) month period are in arrears. Any member who fails to pay annual dues after a six-month period shall be automatically dropped from the Society.
Officers, Committees and Paid Staff
Section 1: The Officers of the Society shall consist of a President, Vice President, Treasurer and Secretary. Officers must be an Active Member of the Society at the time of their election and during their entire term in office. Any active member shall only hold one elected board position at a time.
Section 2: The Board of Directors shall consist of eleven members, the four Executive Officers, the immediate past President, and six (6) members at large. Each individual shall have voting privileges at any Board of Directors meeting that person chooses to attend.
Section 3: The Board of Directors may opt to appoint an Advisory Committee. The Committee will consist of members in good standing or a member with particular professional expertise. The Advisory Committee will work in conjunction with the Board of Directors and other staff or committee chairs as assigned by the Board.
Section 4: The Officers and At-Large members of the Board of Directors shall be elected at each Annual Meeting and shall hold office until the next Annual Meeting or until their successors are elected and qualified. To be nominated to hold the position of Officer or Board Member the candidate must be an Active Member in good standing. The President must have served on a committee and been an active member for at least two years unless otherwise voted by the Western Rhode Island Civic Historical Society’s Board of Directors or the circumstances determine such service is necessary to the organization.
Newly elected Board Members shall assume their duties at the next regular meeting of the Society. Vacancies in any office or Board shall be filled for the remaining term by the Board of Directors.
Section 5: The Board of Directors shall create standing committees as it deems necessary. The Chairs of each committee shall be appointed by the President at the Annual Meeting following the election of Board Members and Officers. Committee Chairs shall present a draft Budget to the Board of Directors by the December meeting. The Chair of each Committee shall present a list of its committee members to the Board of Directors at the February meeting.
A Nominating Committee shall be appointed at the August meeting and shall present to the Board of Directors a slate of Officers and At Large Board Members at the September meeting. Formal nominations shall be presented at the Annual Meeting in October. Nominations may also be made from the floor by members in good standing at this meeting.
Section 6: The Society may opt to hire paid staff. Paid staff will be a person who will be employed by the Society for monetary compensation to perform tasks under the supervision of the person designated by the Board of Directors.
Section 7: All descriptions and duties of committees shall be found in the Policies and Procedures Manual.
Section 8: Any officer, board member, or chairperson who does not perform their duties in accordance with the Bylaws and the Code of Ethics shall be relieved of their duties by a majority vote of the Board of Directors.
Section 9: Any Officer, Board Member, Chairperson or Member who acts in an inappropriate manner, as defined in the Code of Ethics, shall be considered for removal from the Society by the Board of Directors. Violations of the Code of Ethics shall be presented to the Board of Directors who will handle in accordance with that document.
Powers and Duties of the Officers, Board, Committees and Paid Staff
Section 1: The President shall preside at all meetings of the Society and of the Board of Directors and shall be ex-officio of all Committees except the Nominating Committee. The President shall exercise and perform such other powers and duties as may properly belong to the office or as may be assigned herein from time to time by the Society. The President shall have access to the safe deposit box of the Society. The President shall have the tie breaking vote should a dispute arise on a committee.
Section 2: The Vice President shall perform the duties of the President in the event of the absence or inability of the President to act.
Section 3: The Secretary shall keep accurate minutes of all monthly meetings of the Society and of the Board of Directors and shall have charge of the records and papers of the Society except those in custody of other officers. All correspondence of the Society shall be kept, as well as all files and communications. The typed minutes of the monthly meetings shall be maintained in a file/binder and available for review or reference by members of the society, with a physical copy made (and an electronic copy if available) for the Archives to become part of the permanent record of the society.
Section 4: The Treasurer shall have custody of the funds and securities of the Society and shall receive all dues and other monies that may be due to or received by the Society. This officer shall keep books of account of all receipts and disbursements which shall be open for inspection by any member of the Society at any reasonable time as instructed by the Board of Directors. They shall make reports of the financial condition of the Society to the members at each Annual Meeting as well as other such reports the Society may require from time to time.
The Treasurer shall pay all normal operating expenses but shall not pay any capital expenditures unless such expenditure shall have been approved by the Board of Directors. They shall deposit all monies received with a banking account designated by the Board of Directors in the name of the Western Rhode Island Civic Historical Society. The Treasurer shall have access to the Safety Deposit Box.
Section 5: Any capital expenditure(s) of more than $250 by Committee Chairpersons or any expenditure over the assigned committee budget must be approved by the Board.
Section 6: The Board of Directors shall have general charge and supervision of the affairs of the Society. The Board shall approve all capital expenditures.
Section 7: All regulations regarding the operation of the society, descriptions of committees and their job duties are referenced in the Policy and Procedure Manual. The Policies and Procedures Manual will be maintained by the Board of Directors and shall be made available to the membership through the Society Archives.
Section 8: Each Committee must present a written report at the Annual General Meeting in October describing its accomplishments during the past year and plans for the future.
Section 9: All contracts, mortgages, leases deeds, transfers and other conveyance of real or personal property of the Society shall be executed by the Board of Directors when authorized by vote of the Society but no such vote shall be taken at any meeting unless notice of the proposed action shall be included in the notice of said meeting which shall be delivered not less than seven (7) days prior to the date of such meeting.
Section 10: Term Limits. No officer shall serve more than three (3) consecutive one-year terms unless otherwise voted by the Western Rhode Island Civic Historical Society’s Board of Directors or the circumstances determine such service is necessary to the organization.
Section 1: The annual meeting of the Society shall be held on the fourth Tuesday of October in each year unless such date conflicts with a holiday in which case the Board shall notify the membership 7 days prior to the meeting as to the change in date.
Section 2: General Membership Meetings of the Society shall be held on a date and time as determined by the Board of Directors but not less than 4 times a year.
Section 3: Board meetings of the Society shall be held on a date and time as determined by the Board of Directors to conduct all regular Society business but not less than monthly.
Section 4: Board meetings of the Society may be called by the President or, in case of their absence, disability or failure to act, by the Vice President or an Officer upon request by the Board of Directors as needed. A Board meeting quorum shall consist of 5 Board members or half the number of seated board members if all board positions are not filled.
Section 5: Notice of the time and place of every general membership meeting shall be given by a written or electronic notice thereof to each member of the Society at least seven (7) days before such a meeting.
Section 6: At each meeting of the Society each Active Member present at the meeting will be entitled to one vote. Proxy voting is not allowed.
Section 7: A general membership meeting quorum shall consist of not less than five (5) members in good standing to include at least two (2) Board Members. Less than such members may constitute a quorum for the purpose of adjourning a meeting to such a time and place as shall be designated.
Audits and Insurance
Section 1: The books and records of the Treasurer shall be audited at the discretion of the Board. The person or persons who shall audit said books and records shall be appointed by the Board of Directors. The report of such audit shall be given to the President within 30 days.
Section 2: Board insurance will be maintained by the Society.
Section 1: The rules contained in the Robert’s Rules of Order shall govern the proceeding of the Society except in such cases as are governed by the Bylaws of the Society.
Section 1: When there shall be less than six (6) Active Members of the Society, the Society may consider dissolution and the property of the Society, whether consisting of collections, funds, or other real or personal property, shall be distributed under the direction of the Society to an organization who will be able to make the best use thereof for the same or similar purpose for which the Society was organized, giving preference so far as possible to such organizations and institutions as may be located in Western Rhode Island. For dissolution to be considered there must be three (3) advertised meetings with a two-thirds majority vote in favor of dissolution at each meeting.
Revisions and Amendments
Section 1: These Bylaws may be amended, repealed or added to at any regular or adjourned meeting by a two-thirds vote of those voting, provided that notice was given at the previous meeting. All proposed amendments shall be submitted in writing or electronically to the membership by the Board of Directors and shall be published in the Society’s newsletter or be given notice to said membership in writing or electronically at least thirty (30) days before said voting by the membership.