BYLAWS OF
COGSWELL FAMILY ASSOCIATION, INC.

ARTICLE I NAME

The name of this organization shall be COGSWELL FAMILY ASSOCIATION, INC. 
ARTICLE II PURPOSE

Section 1.

This Corporation is a Not For Profit Corporation and is formed for the following objects and purposes: To perpetuate the memory and genealogy of the Cogswell family and to preserve the history and memorials associated with it; To collect and record additional family documentation for extension of the family genealogical book entitled "The Cogswells In America" by Jameson (1884); To help preserve the "Cogswell Grant" and all buildings thereon located in the town of Essex, Massachusetts in cooperation with its owners, "The Society for the Preservation of New England Antiquities" (SPNEA); To promote friendship, understanding, and mutual assistance throughout the entire membership; To provide for reunions and other special events for the maintenance of these friendships; To act as a medium for the safekeeping and exchange of facts of current interest, such as honors, births, marriages, and deaths; and to conduct such investigations and to publish such facts of family history as will bequeath to the Cogswell family descendants and other members a more worthy heritage for the love of God, country, and our fellow persons.

ARTICLE III MEMBERSHIP

Section 1. Classification

Membership in the Association shall consist of three classifications, Ancestral, Regular and Honorary:
          A.     Ancestral membership is open to any lineal descendant of John Cogswell (born 1592, died 1669), who arrived in America aboard the ship, Angel Gabriel, and settled 

    in Massachusetts in 1635; or persons who have joined the family by marriage.

B.     Regular membership is open to anyone who believes they may be a lineal descendant of John Cogswell, but is not able to document that lineage, but is able to document lineage of at least three generations of Cogswell ancestry; or persons who have joined the family by marriage.

C.     Honorary membership is open to those who are not otherwise eligible for Ancestral or Regular memberships and who, through their service and actions have shown interest in the Association, and who wish to abide by the Association's Constitution and Bylaws. Honorary members may vote. However, only one such member may serve as a member of the Board of Directors, but may not serve as an officer.

Section 2. Nomination and Election

Applicants for admission to membership in the Association must submit the full name and residence of the candidate together with proof of descent (in the event Ancestral or Regular Membership is sought), which shall be sent to the Secretary, who shall submit the same to the Historian, who shall have the power to determine the qualifications of the applicant. Upon favorable action by the Historian and upon payment of the annual dues for the current year, the applicant shall thereupon become a member of the Association.

Section 3. Classes of Membership

Annual dues shall be determined by the Board of Directors from time to time and shall be payable upon election, and thereafter in advance on the first day of January:

(a) Individual Membership.

(b) Family Membership (husband, wife, dependant children).

( c) Sustaining Membership (husband, wife, dependant children). (d) Contributing Membership (husband, wife, dependant children). (e) Life Membership (per person).

(f) Memorial Membership.

(g) Benefactor Membership.

            (h) Child Life Membership (shall automatically become life Member upon attaining the age of 18).

            (i) Honorary Membership shall be a voting member but only one such member may serve as a member of the Board of Directors but may not serve as an Officer.

Section 4. All Members over 18 years of age shall be entitled to vote.

Section 5. The Board of Directors shall drop from the roll any member who shall be at least one year in arrears in the payment of dues, and who, on notice to pay same, shall fail or neglect to do so within ninety (90) days thereafter. Upon being thus dropped, his or her membership shall cease and terminate, but may be restored to membership at any time upon his or her payment of current annual dues.

ARTICLE IV MEETINGS

Section 1. The Annual Meeting

The annual meeting of the general membership of the Association shall be held at a location designated by the Board of Directors on such day as fixed by the Board of Directors with written notice being mailed to each member at least thirty (30) days in advance of all such meetings. Elections are only held biennially in odd numbered years.

Section 2. Special Meetings

Special meetings of the Association shall be held when called by the President or by the Board of Directors or upon the written request of at least five (5) of the. officers, directors, members or a combination thereof.

Section 3. Order of Business

The following shall be the order of business at the annual meeting of the Association and the meetings shall be governed by the Rules of Parliamentary Procedure as propounded by Roberts:

1.      Invocation.

2.      Pledge of Allegiance to the Flag.**

3.      Reading of the minutes of the last meeting.

4.      Reports of officers and committees.

5.      Unfinished business.

6.      New Business.

7.      Appointments by the President of a Judge and two (2) Tellers to count the votes and declare results.                       

8.      Election of officers and directors.

9.      Benediction.

Section 4. Quorum

At all meetings of the general membership of this Association, five (5) Ancestral members, or ten (10) Ancestral and Regular members shall constitute a quorum for the transaction of business.

ARTICLE V OFFICERS

Section 1.

The officers of this Association shall consist of a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Historian, Chaplain, Editor and Legal Counsel, all of whom shall be Ancestral or Regular paid up members of the Association to be elected as herein provided. The same person may hold more than one office except that no person may serve as President and Treasurer simultaneously.

 

ARTICLE VI ELECTION OF OFFICERS

Section 1.

Election of officers shall be by voice vote at the biennial meeting from nominations made by Ancestral or Regular members at large. Those elected shall hold office for two (2) years, or until their successor is chosen.

Section 2.

Officers shall assume their respective offices at the close of the biennial meeting.

Section 3.

All resignations shall be made in writing to the Secretary. Vacancies caused by resignation, death or removal by vote of the Board shall be filled by appointment of the President with the consent of two-thirds (2/3) of the Board of Directors.

 

ARTICLE VII DUTIES OF OFFICERS

Section 1.

The President shall preside at all meetings of members and of the Board of Directors and shall generally perform the duties incidental to the office and shall appoint any Standing or Special Committees.

Section 2.

In the absence of the President, the First Vice-President shall preside and otherwise perform the duties of the President. The First Vice-President shall be responsible for appointing the host/hostess and helping with development of the programs for the Association's Annual Meetings and reunions.

Section 3.

The Secretary shall attend to the sending of notices of all meetings; shall keep an accurate record of the proceedings of all such meetings; shall have the custody of the seal and affix the same whenever duly authorized to do so; shall conduct such correspondence as may be assigned; shall keep an accurate list of members, their addresses and the classes of membership to which they belong; and shall generally perform the duties incidental to the office.

Section 4.

A.     The Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit the same with such institutions as the Board of Directors or Finance Committee, if any, may recommend and upon approval by the Board of Directors; shall deposit and record other contributions received from members; and shall generally perform the duties incidental to the office.

B.      The Treasurer's report shall be published at least once a year either in an Association's Newsletter or Bulletin and shall include the results of an annual audit.

C.     The Treasurer shall be placed under a security bond, the amount to be determined by the Board of directors and paid for by the Association.

Section 5.

The Historian shall be the custodian of the Cogswell genealogical records and files and shall assist members and prospective members with their lineage and prepare and publish updates to "Cogswells in America" by Jameson at the discretion of the Board of Directors.

Section 6.

The Editor shall publish a Newsletter to be distributed to members at least twice per year to inform them as to activities, Cogswell genealogical information and other information pertinent to Cogswell history.

Section 7.

The other officers (Second Vice President, Chaplain and Legal Counsel) shall generally perform the duties incidental to their office.

 

ARTICLE VIII BOARD OF DIRECTORS

Section 1.

The government and management of the Association shall be vested in the Officers, Twelve (12) Directors, and the most recently retired President, all of whom must be members of the Association. This group shall compose the membership of the Board of Directors. All of the Officers and four (4) Directors shall be elected at the biennial meeting and shall take office immediately and serve until their successor shall be elected. The twelve (12) Directors shall be elected in groups of four (4) to serve for six (6) years so that biennially four (4) shall be elected and shall not be eligible to succeed themselves for a period of two (2) years after the expiration of their term in office. Should a vacancy occur among the twelve (12) Directors, the Board of Directors shall fill the vacancy for the remainder of the term and said appointee shall be eligible for election at the expiration of said term. Should a vacancy occur among the Officers, the Board of Directors may fill the same until the next biennial election.

Section 2.

Any officer serving simultaneously as a member of the Board of Directors shall have only one (1) vote.

Section 3.

A regular Board of Directors meeting shall be held immediately preceding the annual meeting of the general membership.

Section 4.

Special meetings of the Board of Directors may be called at any time by the President or any three (3) Officers and/or Directors by written notice, designating the time and place, mailed to each Officer/Director at least five (5) days in advance thereof. For the convenience of those involved, such meetings may be held by telephone or other electronic means.

Section 5.

A quorum shall be constituted by one-third of the members of the Board of Directors. Once a quorum has been assembled and maintained, business may be conducted and decided by a majority vote of those present.  

Section 6.

The Board of Directors may, from time to time, appoint from its membership an Executive Committee, consisting of five (5) or more members, which committee during the intervals between meetings of the Board of Directors shall possess and may exercise the powers of the Board of Directors in the management and direction of the affairs and business of the Association. In all cases in which specific direction shall not have been given, the Executive Committee shall have discretionary power to act on behalf of the Board of Directors except that their authority to commit the Association financially is limited to an aggregate amount as set forth from time to time by the Board of Directors. The majority of members of the Executive Committee shall constitute a quorum.

Section 7.

The Board of Directors shall have power to determine any salaries, compensation, or other emolument that may be paid to the Directors.

Section 8.

The Board of Directors may appoint an Advisory Committee, from within or without their number, as they deem expedient in administering the affairs of the Association and to prescribe the duties and authority of the committee.

Section 9.

The application of all surplus funds of the Association shall be determined by the Board of Directors subject to the provisions of the Articles of Organization. The Directors shall present, at the annual meeting of the Association, a report, verified by the President and Treasurer, or by a majority of the Directors showing the whole amount of real or personal property owned by the Association, where located, and where and how invested; the amount and nature of the property acquired during the year immediately ­preceding the date of the report, and the manner of the acquisition, the amount applied, appropriated or expended during the year immediately preceding such date; and the purposes, objects, or persons to or for which, such applications, appropriations or expenditures 'have been made; and the names and places of the residence of the persons who have been admitted to membership in the Association during such year; which report shall be filed with the records of the Association and an abstract thereof entered in the minutes of the proceedings of the annual meeting.