Society By-Laws
The Board of Directors unanimously voted to adopt significant revisions to the by-laws at their October 2017 meeting. The revised by-laws in their entirety appear below
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By-laws of St. Andrew’s Society of Rhode Island, Inc. (rev. 10/2017)
ARTICLE 1 - OFFICES
Section 1 Principal Office
The principal office of the Society is located in the State of Rhode Island at a place so designated by the Board of Directors.
ARTICLE 2 –PURPOSES
Section 2.1 Non-Profit Purposes
This Society is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including , for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2.2 Specific Objectives and Purposes
The specific objective and purposes of the Society are to provide social and educational opportunities for its membership and the general public to participate in programs designed to foster and develop a better understanding and appreciation of the history, culture and traditions of Scotland.
ARTICLE 3 – MEMBERSHIP
Section 3.1 Membership
Membership in the Society is open to any individual of Scottish birth or descent, or any individual who has actively demonstrated a genuine interest and involvement in matters pertaining to Scotland and/or Scottish life, traditions, culture and history. In the case of Family Membership, children under the age of majority shall also be considered members, except that they shall have no voting rights.
Section 3.2 Requirements
In order to be considered a member of the Society, an individual shall complete a formal application for membership. This application will be reviewed, considered and voted on by the Board of Directors.
Section 3.3 Classification
There are three (3) membership classifications which are as follows:
1. General Members which shall include individuals, (together with spouses and children, if applicable, in the case of Family Membership); such members shall have full voting rights upon timely payment of annual dues.
2. Life members as recognized and admitted as of September 30, 2017, after which date no further life members shall be admitted.
3. Honorary membership shall be conferred by vote of the Board of Directors.
Section 3.4 Annual Dues
Dues, payable to the Society, shall be due annually in the month of January. Such amount shall be collected in accordance with the recommendations and resolution of a majority of the Board of Directors. Changes in amounts due and date of collection may only be undertaken by a resolution of a majority of the Directors.
Section 3.5 Non-Liability of Members
A member of this Society is not, as such, personally liable for the debts, liabilities, or obligations of the Society.
Section 3.6 Non-Transferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
Section 3.7 Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
1. Upon his or her notice of such termination delivered or otherwise made known to the Board of Directors
2. Upon a failure to renew his or her membership by paying dues on or before their due date subject to the notification process set forth in Article 6, Section 6;
3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Society. Any person expelled from the Society shall receive a refund of dues already paid for the current dues period.
ARTICLE 4 – MEETINGS OF MEMBERS
Section 4.1 Annual Meeting
The annual meeting of the Society shall be held at a date and time to be determined by the Board of Directors during the month of March. Any and all vacancies on the Board of Directors caused by the expiration of the said Director’s term shall be filled by election held at the annual meeting.
Section 4.2 Special Meetings
The Chairperson of the Board shall call special meetings upon the written request of at least five members of the Society.
Section 4.3 Notice of Meetings
It shall be the duty of the Secretary to provide notice of the annual meeting in suitable written or electronic manner no less than thirty (30) days prior to such meeting, and no less than seven (7) days prior to any special meeting. Such notice shall include the agenda for such meeting, and with respect to the annual meeting, shall provide for a proxy mechanism with respect to any election set forth in Section 4.1. With respect to notice of the Annual Meeting, such duty will be fulfilled by publication of notice in the January issue of The Saltire.
Section 4.4 Conduct of Meetings
All annual and special meetings shall be presided over by the Chairperson of the Board or designee, and shall be governed in accordance with Roberts Rules of Order or such equivalent parliamentary code for conduct of such meetings.
ARTICLE 5 – BOARD OF DIRECTORS
Section 5.1 General Powers
All corporate powers of the Society shall be exercised by, or under the authority of, and the business and affairs of the organization shall be controlled by, the Board of Directors. For the purposes of these Bylaws, the minimum responsibilities of the Board of Directors shall include:
1. Meeting at such times and places as required by these Bylaws;
2. Creation of policies to govern the activities of the Society;
3. Fiduciary oversight of the use of all funds entrusted to the Society;
4. Assurance of compliance with all legal requirements, including the Non-Profit Corporation Act of the State of Rhode Island, as amended;
5. Participation in and approval and implementation of strategic plans for the organization.
Section 5.2 Number
The Society shall have a minimum of seven (7) Directors and collectively they shall be known as the Board of Directors. This number may be changed from time to time by a resolution of the Board of Directors.
Section 5.3 Qualifications
All Directors shall be members in good standing.
Section 5.4 Election and Tenure
Election of Directors shall occur at an Annual Meeting of the Society. The Directors shall be classified into three (3) classes with each class consisting of approximately one third (1/3) of the total number of persons serving as Directors. Upon adoption of these by laws, as amended, the classes shall be determined by seniority, with the two longest tenured incumbent Board Members constituting the first class. All Directors of the Society shall hold office until their successors are elected and qualified or until such Director’s death, resignation or removal in the manner provided hereinafter.
At each successive Annual Meeting for the first three years after adoption of these by laws as amended, those Directors succeeding that class whose terms shall expire that year shall be elected for a term of five (5) years. Membership on the Board shall not be term-limited.
Section 5.5 Vacancies
Any vacancy occurring on the Board of Directors may be filled for the remainder of the unexpired term by a majority vote of the Board of Directors, provided always a quorum is present. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Directors.
Section 5.6 Removal
At any meeting called for this purpose, any Director may be removed by a vote of three-fourths (3/4) of the full Board of Directors.
Section 5.7 Conduct of Meeting
Meetings of the Board of Directors shall be presided over a Chairperson who shall serve a term of one year and shall be chosen by a majority of the Directors present at the first meeting of the new fiscal year. The Chairperson position will not be term-limited. In the event that the Secretary is not in attendance at a meeting of the Board, the Chairperson shall appoint another person to serve as Secretary of the Meeting.
Meetings shall be governed by Robert’s Rules of Order or such equivalent parliamentary code for conduct of such meetings.
Section 5.8 Notice of Meetings
It shall be the duty of the Secretary to provide notice of the time and place of the upcoming meeting of the Board, which notice shall be included in the proposed agenda.
Section 5.9 Board Action
Every action taken by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board. A majority of the board membership shall constitute a quorum.
Any action which may be taken by the Board of Directors of the Society at a meeting may be taken without a meeting if a majority of the Board consents in writing, electronically or otherwise. Such consent shall be filed with the minutes of the proceedings of the Board at the next meeting.
Section 5.10 Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Society.
Section 5.11 Indemnification
The Directors and officers of the Society shall be indemnified by the Society to the fullest extend permissible under the laws of this state.
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Society (including a Director, Officer, employee or other agent of the Society) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such.
ARTICLE 6 – OFFICERS
Section 6.1 Designation of Officers
The Board of Directors shall appoint an Events Manager, a Secretary, a Treasurer, a Membership Chair and a Social Media committee. The Society may also have other such officers with such titles as may be determined from time to time by the Board of Directors. All such officers serve at the pleasure of the Board.
Section 6.2 Qualifications
Any member in good standing may serve as an officer of this Society.
Section 6.3 Duties of Events Manager
The Events Manager shall be responsible for maintaining a calendar of events and ensuring that the person or persons chairing each individual event comply with and adhere to the schedule of duties specific to that event. The Events Manager will have no direct responsibilities with respect to any specific event other than general participation in planning and execution of such event along with other members, under the direction of the Chair of the specific event. The Event Manager, as a member in good standing, is eligible to chair a specific event.
Section 6.4 Duties of Secretary
The Secretary shall:
1. Attend all meetings of the Board and the Society and keep an accurate record of all proceedings. The Secretary shall provide Board Members, in writing and/or electronically, with a draft of proposed minutes to be voted upon at an upcoming Board meeting and shall do so not less than seven (7) days prior to such meeting.
2. Function as custodian of all such minutes of meetings and ensure that such records are preserved in writing and/or electronically.
3. See that all notices are duly given in accordance with the provision of these Bylaws or as required by law. Notice of the Annual Meeting shall be published in the January issue of The Saltire. The Secretary shall provide the Social Media Committee with the names of any persons seeking election to the Board of Directors in that event of an upcoming vacancy. The notice in The Saltire will indicate that any other person wishing to place his or her name in nomination may contact the Secretary and the Secretary shall thereafter provide the Board the names of any additional candidates brought to his/her attention prior to the Annual Meeting. With respect to any special meeting duly called, the Secretary shall provide all members in good standing with notice of same, in writing and/or electronically, not less than seven (7) days prior to such special meeting.
4. Be responsible for creation of an agenda for any upcoming meeting of the Board or the Society. Any member wishing to submit a matter for inclusion in the agenda must provide it to the Secretary not less than seven (7) days prior to such meeting. The agenda shall be provided to all Board members in writing or electronically, not less than two (2) days prior to such meeting.
5. Notify the Board in advance of the expiration of any Directors’ term and maintain a schedule of all such expirations.
Section 6.5 Duties of Treasurer
The Treasurer shall:
1. Have charge and custody of, and be responsible for, all funds and securities of the Society, and deposit all such funds in the name of the Society in such banks or other accounts as shall be selected by the Board of Directors.
2. Receive monies due and payable to the Society from any source whatsoever.
3. Disburse, or cause to be disbursed, the funds of the Society as may be directed by the Board of Directors or upon receipt of proof of expense when applicable.
4. Keep and maintain adequate and correct accounts of all money received and deposited and all disbursements made.
5. Submit an annual financial report and monthly financial reports to the members of the Board of Directors in writing and/or electronically and shall preserve all record of the same.
6. Provide such annual report to the Social Media committee no later than December 1 for purposes of publication in the January Saltire.
7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports as well as preparing or causing to be prepared any and all required tax returns or other tax transmittals.
8. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law or which may be assigned to him or her from time to time by the Board of Directors.
Section 6.6 Duties of Membership Chair
The Membership Chair shall:
1. Maintain a membership list and ensure that it remains current.
2. Promptly notify the Social Media Committee of any additions or deletions to the membership list for purposes updating the mailing matrix on the website.
3. Promptly send a letter of welcome and membership pin to all new members.
4. Promptly send a card of condolences on behalf of the Board of Directors and the Society when appropriate.
5. Access the Society post office box at least once every month.
6. Send out dues notice letters on or before March 1, which letter will set forth the dues amount and will indicate that payment will be due on or before March 31.
7. Send out a delinquency letter/reminder to those members who fail to respond to the dues notice, which letter will provide an additional thirty days for payment or offer of explanation of the delinquency.
8. Promptly notify the Board of any members who failed to respond to the delinquency letter.
Section 6.7 Duties of Social Media Committee
The Social Media Committee shall:
1. Maintain and update the SASRI webpage.
2. Maintain and update the SASRI Facebook page.
3. Cause publication of The Saltire a minimum of three times each year provided that there shall be a January issue every year.
4. Utilize other forms of media as appropriate for promoting the Society and otherwise providing information to the public about the Society in general as well as specific information regarding particular events.
Section 6.8 Compensation
Officers shall not be paid compensation for performance of their duties as officers. No officer shall be precluded from serving the Society in any other capacity and receiving compensation therefor..
ARTICLE 7 – Execution of Instruments, Deposits and Funds
Section 7.1 Execution of Instruments
The Board of Directors may, by resolution, authorize any officer or agent of the Society to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Society by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 7.2 Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Society shall be signed by the Treasurer and, if the amount of the check or indebtedness exceeds $250.00, countersigned by the Chairperson of the Board of Directors.
ARTICLE 8 – IRC 501(c)(3) TAX EXEMPTION PROVISIONS
Section 8.1 Limitations on Activities
Notwithstanding any other provision of these Bylaw, this Society shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code.
Section 8.2 Prohibition against Private Inurement
No part of the net earnings of this Society shall inure to the benefit of, or be distributable to, its members, Directors, or Trustees, Officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Society.
Section 8.3 Distribution of Assets
Upon the dissolution of this Society, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Society shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Rhode Island.
ARTICLE 9 – AMENDMENT OF BYLAWS
Subject to the power of the members of this Society to adopt, amend or repeal the Bylaws of this Society and except as may otherwise be specified under provision of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of a majority vote of the Board of Directors, assuming always a quorum of the Board shall be present.
ARTICLE 10 – CONSTRUCTION AND TERMS
Section 10.1 Survival
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
Section 10.2 Incorporation by Reference
All references in the Bylaws to a Section or Sections of the Internal Revenue Code shall be to such Sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE 11 – GENERAL PROVISIONS
The fiscal year of the Society shall begin October 1 and end September 30.