WILLOW DELL HISTORICAL ASSOCIATION

BY-LAWS

 

ARTICLE I

PURPOSE

            Section 1.  Purpose.  THE WILLOW DELL HISTORICAL ASSOCIATION (the "Association") is a non-profit corporation organized within the meaning of section 501(c)(7) of the Internal Revenue Code of 1986, as it may be amended from time to time (the "Code"), and regulations promulgated thereunder for pleasure, recreation and other non-profitable purposes including providing tennis related facilities to its members, and to advance the knowledge of the history of Matunuck, Rhode Island and its surrounding area and assist in the preservation of its social and physical environment.

No substantial part of the activities of the Association shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Code), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of the Articles of Incorporation or these by-laws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(7) of the code.

            Section 2.  Powers.  The Association shall have the power, either directly or indirectly, either alone or in conjunction and/or cooperation with others, to do any and all lawful acts and things and to engage in any and all lawful activities which may be necessary, useful, suitable, desirable or proper for the furtherance, accomplishment, fostering or attainment of any or all of the purposes for which the Association is organized, and to aid or assist other organizations whose activities are such as to further accomplish, foster, or attain any of the AssociationÕs purposes.  Notwithstanding anything herein to the contrary, the Association shall exercise only such powers as are in furtherance of the exempt purposes of organizations as set forth in Section 501(c)(7) and the Code and the rules and regulations promulgated thereunder.

            Section 3.  Non-Profit Status.  The Association is not organized for profit and no part of the net earnings of the Association shall inure to the benefit of any director or officer (except that reasonable compensation may be paid to directors and officers for services rendered to and for the Association).  In the event of the liquidation of the Association, whether voluntary or involuntary, no director or officer shall be entitled to any distribution or division of the Association's property or the proceeds thereof, and upon such liquidation, any remaining real property will be donated to the South Kingstown Land Trust and the balance of all money, assets and other property of the Association, after the payment of all its debts and obligations, shall be distributed to a non-profit corporation exempt from federal income taxation under Section 501(c)(3) of the Code for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a sate or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the State of Rhode Island, exclusively for such purposes or to such organization or organizations, as such court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE II

OFFICES

            Section 1.  Principal Offices.  The principal office of the Association shall be located in the Town of Wakefield in the State of Rhode Island.  The Association may have such other offices or places of business, either within or outside the State of Rhode Island, as the business of the Association may require and as the Board of Directors may from time to time establish.

            Section 2.  Registered Office.  The registered office of the Association need not be identical to its principle office.  It is currently located at Edwards & Angell, LLP, 2800 Financial Plaza, Providence, RI 02903.  The registered office may be changed from time to time by the Board of Directors in compliance with the provisions of applicable law.

ARTICLE III

MEMBERS

            Section 1.  Membership.  Membership, membership levels, benefits, dues and other terms shall be designated by the Board of Directors.  New members shall be proposed and seconded, in writing, by two current members to the Association.  The Board of Directors shall vote on each proposed new member, provided that, at the time of voting, the proposed new member shall be personally known to two members of the Board of Directors, who are neither the proposer nor seconder.

 

ARTICLE IV

BOARD OF DIRECTORS

            Section 1.  General Powers.  The affairs of the Association shall be managed by its Board of Directors as authorized under the Rhode Island Non-Profit Corporation Act.

            Section 2.  Number, Tenure and Qualifications.

            (i)        The Number.  The number of directors of the Association may from time to time be changed by resolution of the members but their number shall be at least four (4) but no more than Twelve (12)

            (ii)       Tenure.  The directors shall be elected by the existing directors for one (1) year, two (2) year or three (3) year terms at the first annual meeting of the directors in 2002, with approximately an equal number of directors filling each term length.  At subsequent annual meetings all directors shall be elected for three (3) year terms.  Each director of the Corporation shall hold office until his successor is elected and qualified or until such directorÕs death, resignation or removal in the manner provided hereinafter. 

            Section 3.  Vacancies.  Any vacancy occurring on the Board of Directors shall be

or a meeting called for that purpose.  A director elected to fill a vacancy shall be elected for the unexpired term of that directorÕs predecessor in office.

            Any vacancy to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors for a term of office continuing only until the next annual meeting of directors.  Any directorship to be filled by reason of an increase in the number of directors may be filled by a majority vote of the directors at the next annual meeting.

            Section 4.  Removal.  Any elected director may be removed by a majority vote of the directors, at any meeting called for the purpose, whenever in their judgment the best interests of the Corporation will be served thereby.

            Section 5.  Resignations.  any director may resign at any time by giving written notice to the Board of Directors or the President.  The resignation shall take effect at the time specified in the notice, and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective

            Section 6.  Annual Meeting.  an annual meeting of the Board of Directors shall be held in the months of May, June or July in each year or at such other time as is determined by the Board of Directors.

            Section 7.  Regular Meetings.  Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may designate.  The Secretary shall give written notice or notice by e-mail of each such meeting to each director at least seven (7) days in advance thereof.  The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without notice other than such resolution.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, addressed to the respective directors at the addresses listed on the records of the Association.  I notice is sent by e-mail, such notice shall be deemed to be given at the date and time of the sending of the e-mail to the e-mail address listed on the records of the Association.

            Section 8.  Special Meetings and Notice Thereof.  Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors.  The President shall fix the manner and the place for holding any special meeting of the Board of Directors.

            Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed by first class mail to each director at the director's address, by telegram, by cablegram, or by e-mail setting forth the purpose for such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, addressed to the respective directors at the addresses listed on the records of the Association.  I notice is sent by e-mail, such notice shall be deemed to be given at the date and time of the sending of the e-mail to the e-mail address listed on the records of the Association.

            Section 9.  Emergency Meetings.  Emergency meetings of the Board of Directors may be called at any time by the President.  If possible, at least one day's written or telephone notice of all such emergency meetings shall be given to each member of the Board of Directors.

            Section 10.  Quorum.  One-third of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

            Section 11.  Manner of Acting.  the act or decision done or made by the majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.  Meetings of directors may be held by means of a telephone conference circuit and connection to such circuit shall constitute presence at such meeting.

            Section 12.  Action Without a Meeting.  Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed before or after such action by all of the directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

            Section 13.  Presumption of Assent.  A director of the Association who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the directorÕs dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

            Section 14.  Prohibition of Compensation.  Directors may not be paid compensation for performance of their duties as directors except that directors may be reimbursed for out-of-pocket expenses spent in performance of their duties as directors.  No director shall be precluded from serving the Association in any other capacity and receiving compensation therefore.

            Section 15.  Director Conflicts of Interest.  No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or their votes are counted for such purposes, if:

            (a)  The fact of such relationship or interest is disclosed or known to the Board of Directors or committee, which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

            (b)  The contract or transaction is fair and reasonable as to the Association at the time it is authorized by the Board, or committee.

            Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies the contract or transaction.

ARTICLE V

OFFICERS

            Section 1.  Number.  The officers of the Association shall be a President, Vice-President, a Secretary, a Treasurer, and other officers as may be deemed necessary and appointed by the directors.  Each officer must be a director of the Association.  Any two or more offices may be held by the same person, except the offices of President and Secretary.

            Section 2.  Election and Term of Office.  The officers of the Association specifically designated in Section 1 of this Article V shall be elected for one (1) year terms at the annual meeting of the Board of Directors.  If the election of officers shall not be held at the annual meeting, such election shall be held as soon thereafter as is practicable.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until such officerÕs death or resignation or removal in the manner hereinafter provided.

            Section 3.  President.  The President shall be the principal executive officer and spokesperson of the Association and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business, affairs and property of the Association, and control over its officers, agents and employees.  The President shall preside at all meetings of the Board of Directors and shall be a member ex officio of all committees of the Association.  The President shall execute, on behalf of the Association any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, and shall have the authority to delegate such power of execution and signing to any office except in cases where the signing and execution or delegation thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other office or agent of the Association, or shall be required by law to be otherwise signed or executed.  The President shall do and perform such duties incident to the office of President and such other duties as may be assigned to the President by these by-laws or by the Board of Directors.

            Section 4.  Vice-Presidents.  In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice-President (or in the event there is more than one Vice-President, the Vice-Presidents in the order designated at the time of their election or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-Presidents shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

            Section 5.  Secretary.  The Secretary shall:  (a) keep the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents the execution of which on behalf of the Association under its seal is duly authorized; (d) keep a record of the post office address of each director which shall be furnished to the Secretary by such director; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

            The Secretary is authorized to enlist the services of any one or more employees of the Association to assist the Secretary in carrying out his or her duties as herein defined.

            Section 6.  Treasurer.  The Treasurer shall:  (a) have charge and custody of and be responsible for all funds and securities of the Association; (b) receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these by-laws; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

            Section 7.  Removal.  Any officer may be removed by a vote of a majority of directors whenever in their judgment the best interests of the Association will be served thereby.  Election of an officer shall not of itself create contract rights.

            Section 8.  Resignations.  Any officer may resign at any time by giving written notice to the President or Secretary.  The resignation shall take effect at the time specified in the notice, and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

            Section 9.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors in the manner prescribed in Article V, Section 2 of these by-laws.  In the case of a vacancy in any of the offices specifically designated in Article V, Section 1, such vacancy shall be filled for the unexpired portion of the vacated term.

ARTICLE VI

COMMITTEES

            Section 1.  Committees.  the Board of Directors, by resolution or consent may designate and appoint an Executive Committee, a Nominating Committee, a Development Committee and a Finance Committee to be comprised as hereinafter provided.  As the need arises, the Board of Directors, by resolution or consent shall also designate and appoint ad hoc advisory committees to advise the Board of Directors on such issues such as public relations, fundraising, program evaluation or any other issue that the Board of Directors identifies.  Each advisory committee shall consist of at least two (2) members of the Board of Directors and such others as are deemed necessary.  A majority of members of any committee shall constitute a quorum for the transaction of business.  The Board of Directors shall have the power at any time to change the membership of any committee, to fill vacancies in it, or to discharge it.  The designation of any committee in the delegation thereto of authority shall not operate to relieve any director of any responsibility imposed by law.

            Section 2.  Chairperson.  The President shall designate and appoint one member of each committee to serve as chairperson of that committee.

            Section 3.  Executive Committee.  The Executive Committee shall consist of the four officers designated in Article V, Section 1, the Founders, as hereinafter defined, plus any other officers or directors deemed necessary by the Board of Directors to serve on the Executive Committee.  When the Board of Directors is not in session, the Executive Committee shall have and may exercise the authority to act on behalf of the Board of Directors by a vote of a majority of the members of the Executive Committee, as provided under the Rhode Island Non-Profit Corporation Act.  The Executive Committee shall report any action taken by it to the Board of Directors at its next meeting.

            The designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve any director of any responsibility imposed by law.

            Section 4.  Nominating Committee.  The Nominating Committee shall be selected by the President and consist of five (5) members at least three (3)of whom shall be directors or officers.  The Nominating Committee shall submit a slate of nominees for officers and directors to the Board of Directors at least two (2) weeks prior to the date of the annual meeting.  The Nominating Committee shall recommend the term of each person nominated to serve as Director.

            Section 5.  Development Committee.  The Development Committee shall consist of not less than three (3) members appointed by the President, at least two (2) of which shall be Directors, and it shall be responsible for all fundraising activities of the Association.  In addition, the Committee shall concern itself with marketing issues, including audience development, constituency building and public recognition.

            Section 6.  Finance Committee.  The Finance Committee shall consist of not less than three (3) members appointed by the President, one of which shall be the Treasurer of the Association, who shall act as chairperson of this committee, and at least two (2) of which shall be Directors.  The Finance Committee shall be responsible for the formulation of the annual budget of the Association, and for the management and investment funds of the Association.

 

ARTICLE VII

BOARD OF ADVISERS

            Section 1.  General.  The Board of Directors, by resolution or consent, may designate and appoint a Board of Advisers.  The Board of Advisers shall advise the Board of Directors on the historical research and related activities of the Association.

ARTICLE VIII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

            Section 1.  Contracts.  The Board of Directors may authorize any officer or officers or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

            Section 2.  Loans.  No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority shall be confined to specific instances.  No loan shall be made by the Association to any director.

            Section 3.  Checks, Drafts, or other Similar Orders.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers or agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.

            Section 4.  Deposits.  All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE IX

INDEMNIFICATION

            Section 1.  Authority.  The Association shall, to the extent legally permissible and only to the extent that the status of the Association as a corporation exempt under Section 501(c)(3) of the Code, is not affected thereby, indemnify persons against expenses (including attorneysÕ fees), judgments, fines and amounts paid in settlement arising from any threatened, pending or completed action, suit or proceeding, as provided by the Rhode Island Non-Profit Corporation Act.  The Board of Directors may authorize the Association to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent or member of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his status as such, but such insurance shall only cover a member to the extent the members purports to act on behalf of the Association.

ARTICLE X

GENERAL PROVISIONS

            Section 1.  Fiscal Year.  The fiscal year of the Association shall begin on the first day of March and end on the last day of February.

            Section 2.  Corporate Seal.  The Association shall have a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association, the state of incorporation and the year of incorporation.

            Section 3.  Parliamentary Authority.  The parliamentary authority shall be RobertÕs Rules of Order to the extent they are applicable and to the extent they are not inconsistent with these by-laws.

            Section 4.  Waiver of Notice.  Whenever any notice is required to be given to any person under the provisions of these by-laws or under the provisions of the Articles of Incorporation or under the provisions of applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  The attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any written waiver of notice of such meeting.

            Section 5.  Interpretation.  Whenever the context of these by-laws so dictates, (i) the singular shall include the plural and the plural shall include the singular, and (ii) the masculine, feminine and neuter shall be deemed to have been used interchangeably.

            Section 6.  Severability.  If any provision of these by-laws is held to be invalid or unenforceable, all other provisions shall nevertheless be valid and remain in full force and effect.

            Section 7.  Books and Records.  The Association shall keep correct and complete books and records at its registered office.  Such books and records shall be open to any member at any reasonable time.  Also, the Association shall keep at the registered office its three most recent annual IRS informational returns, along with a copy of any tax exemption application and IRS determination letter, such documents to be available for public inspection during regular business hours.

ARTICLE XI

AMENDMENTS

            These by-laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors of the Association at any annual, regular or special meeting (provided that the notice of such meeting states the proposed change in the by-laws.)