Townsend Society of America

Section 2.1. Mission: The mission of the Society shall be to collect and preserve material of genealogical or historical interest relating to John, Henry, and Richard Townsend, seventeenth-century settlers of Long Island, New York, and to their descendants, and to all other early settlers of the United States by the name of Townsend and their descendants.

Article III

OFFICE

Section 3.1. Office: The office of the Society shall be located in Oyster Bay, New York.

Article IV

MEMBERSHIP

Section 4.1. Membership: Membership shall be open to all persons interested in the mission of the Society, subject to the payment of specified dues.

Section 4.2. Membership classes and dues: The classes of membership and the dues required by each shall be determined by the Board of Trustees, elected by the membership. Annual dues shall be paid in advance, and members in arrears more than three months after payment is due shall be dropped from membership.

Article V

THE BOARD OF TRUSTEES

Section 5.1. Board of Trustees: There shall be a Board of Trustees consisting of the officers and up to eight other trustees elected by a majority of the members present and voting, or voting by proxy, at the annual meeting of the Society (refer to Article VIII, Section 8.1.).

Section 5.2. Powers: The Board of Trustees shall have all the powers conferred upon it by law, by the Certificate of Incorporation and by the bylaws, including, but not limited to the power to hold meetings, appoint committees, engage necessary staff, authorize proper expenditures, fill vacancies among officers and trustees and such other actions as are permitted under the New York State Education Law and the Not-for-Profit Corporation Law of the State of New York and that are consistent with the Certificate of Incorporation (dated February 24, 1977 and later amended and superseded by the Society’s Absolute Charter dated February 8, 2000).

Section 5.3. Election: The Board of Trustees shall be elected by a majority of the members present and voting, or voting by proxy, at the annual meeting of the Society.

Section 5.4. Terms: Trustees shall be divided into four (4) classes, the number of such Trustees in each class to be as nearly approximate as possible to one quarter of the total number of Trustees, and shall be elected for overlapping four-year terms in accordance with the nominating procedures of the Board. Trustees shall hold office until the expiration of the term for which they are elected and until their successors are elected and qualified. Trustees may be re-elected to additional terms of the same duration.

Section 5.5. Vacancies: Whenever there is a vacancy among the elected members of the Board, the President shall nominate, subject to the approval of a majority of the remaining trustees, a member to serve until the next regular meeting of the Society, at which time the membership shall elect a trustee to fill the remainder of the vacated term.

Section 5.6. Resignations: Any Trustee may resign at any time by giving written notice to the President or the Secretary of the Society.

Section 5.7. Removal: Any Trustee may be removed from office prior to the conclusion of his term for just cause by a majority vote of the Board of Trustees.

Article VI

HONORARY OFFICERS, TRUSTEES, AND MEMBERS

Section 6.1. Past Presidents: Past presidents of the Society shall be called Honorary Presidents. With the approval of the Board of Trustees, the President may designate a former member of the Board of Trustees as an Honorary Trustee or Trustee Emeritus.

Section 6.2. Honorary Members: With the approval of the Board of Trustees, the President may designate Honorary Members of the Society.

Section 6.3. Honorary Entitlements: Honorary offices or memberships shall be held for life, and honorary officers and members shall be entitled to all the respect that their titles may indicate. Honorary Presidents and Trustees shall be entitled to attend meetings of the Board of Trustees and to participate in those meetings without vote.

Article VII

OFFICERS

Section 7.1. The Officers: The officers of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer and such Assistant Officers as the Board may from time to time deem appropriate.

Section 7.2. Term: The term of office for each officer shall be three years. An officer may be re-elected to additional terms of the same duration.

Section 7.3. President: The president shall be the chief executive officer of the Society. He shall preside at all meetings of the officers, trustees or members and shall perform the duties pertaining to that office and have such powers as may from time to time be assigned by the Board. The President shall serve as an ex officio member of all committees, except the nominating committee.

Section 7.4. First Vice President: The First Vice President shall assist the President and perform the duties of the President whenever the latter is unable to perform those duties.

Section 7.5. Second Vice President: The Second Vice President shall perform the duties of the President whenever both the President and First Vice President are unable to perform those duties.

Section 7.6. Secretary: The Secretary shall maintain: a list of the membership, trustees and officers; the records of all meetings; copies of all official correspondence of the Society; and, shall perform such other duties as from time to time may be prescribed by the Board. The Secretary shall have the responsibility of the seal of the Society and authority to affix the seal to documents executed on behalf of the Society and to attest the same.

Section 7.7. Treasurer: The Treasurer shall be responsible for: keeping a record of the funds received by the Society and the expenditures by the Society; the status of all bank and investment accounts established in the name of the Society; the status of membership dues; the submission of an annual financial report to the membership; the preparation of any financial reports and tax returns (if any) and any additional reports as requested by the officers or trustees.

Section 7.8. Authorized Signatures: The president shall have the authority to sign all documents requiring an official signature of the Society. This authority is subject to the provisions in Article X, Section 10.2 with regard to financial matters and is subject to the board having previously authorized any material actions that such signature would obligate the Society to undertake.

Article VIII

MEETINGS

Section 8.1. Annual Meeting: An annual meeting of the Society shall be held for the election of the board and officers and for such other business as may properly come before the meeting. The annual meeting shall be open to all dues-paying members, who shall be notified of such meeting and its time and place at least six weeks prior to its occurrence, as designated by the President or the Board of Trustees.

Section 8.2. Board of Trustees Meetings: The Board of Trustees shall meet at least twice in each calendar year at the request of the President or of a majority of the trustees. All trustees shall be notified of such meetings at least one week in advance of their occurrence, and they shall be held at a time and place convenient to the largest number of trustees. Attendance at any meeting shall include telephonic or electronic participation by any officer or trustee.

Section 8.3. Special Meetings: Special meetings of the Board may be called by the President or upon the written request of any Trustee, and there shall be one week’s notice given of the meeting.

Section 8.4. Quorum: Five dues paying-members, including three officers, must be present at all meetings to constitute a quorum.

Section 8.5. Vote by Proxy: Any member entitled to vote at a meeting of the Society may so vote by a proxy executed in writing or in a form the board deems acceptable (including email or other electronic communication methods in current usage), which shall be mailed to such member at least six weeks prior to the date of the meeting. The proxy shall authorize the person or persons named therein to vote in the name and on behalf of such member, said vote to have the same weight as the vote of a member present at the meeting. The proxy shall be valid only for the meeting specified therein.

Section 8.6. Action Without Meeting: Any action required or permitted to be taken by the Board of Trustees or any committee thereof may be taken without a meeting if a majority of trustees or committee members consent by telephone poll, facsimile transmission, e-mail or other electronic communication method in current usage (conducted by the president or chairperson) or by mailed ballot for the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the trustees or the committee shall be filed with the minutes of the proceedings of the board or the committee.

Article IX

COMMITTEES

Section 9.1. Committees: The president shall, on his own initiative or at the request of a majority of the officers, trustees, or members, appoint committees of one or more members to assist in the functioning of the Society. All committees shall serve for periods specified in their appointments, or until those appointments are terminated by the president or by the board of trustees.

Article X

FINANCIAL MATTERS

Section 10.1. Fiscal Reporting: The fiscal year of the Society shall consist of a full calendar year ending each year on December 31.

Section 10.2. Authorized Signatures: The president, the treasurer or any assistant treasurer shall have the authority to authorize payments for expenses of the Society. The board will be advised at board of trustees meetings of all one-time or ongoing expenditures which, in the aggregate during a fiscal year, will exceed $5000 per year to any creditor/payee or any affiliated group of creditors/payees.

Article XI

RULES OF ORDER

Section 11.1. Robert’s Rules of Order: All meetings of the officers, trustees, committees, and members of the Society shall be governed, except where inconsistent with these bylaws, by the latest edition of Robert's Rules of Order.

Article XII

AMENDMENTS TO BYLAWS

Section 12.1. Amendments to Bylaws: Proposals to amend these bylaws may be submitted to the secretary of the Society by any member. The secretary shall notify the board of trustees of any proposed changes to the bylaws, and if the board is in agreement, such changes will be included in a distribution to the membership by postal mail six weeks in advance of the next meeting of the membership. Proposals to amend the bylaws shall then be considered at the next annual or special meeting of the Society, and shall be adopted upon an affirmative vote of two-thirds of the members voting either in person or by proxy.

ARTICLE XIII

INDEMNIFICATION

Section 13.1.Indemnification: Any person or their Estate made a party to any lawsuit or proceeding by reason of the fact that they are or were a trustee, officer or agent (including an employee) of the Society, shall be indemnified by the Society to the fullest extent permitted by law for reasonable expenses and damages, including attorney's fees, actually and necessarily incurred by them in connection with the defense of such lawsuit or proceeding, or appeal thereof, except if it shall be adjudged in such lawsuit, proceeding or appeal that such trustee, officer or agent (including an employee) was grossly negligent or guilty of misconduct in the performance of their duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such trustee, officer or agent (including an employee) may be entitled.

Article XIV

DISSOLUTION

Section 14.1. Dissolution: All efforts are to be made to assure that the genealogical and other historical information contained in the Society’s files and records will be preserved through the actions authorized at any meeting held to vote on the dissolution of the Society. The following dissolution language is taken directly from the Absolute Charter granted February 8, 2000:

“Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Supreme Court in the county in which the principal office of the corporation is then located, exclusively for such purposes or such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.”

Bylaws

The Townsend Society of America

2010