BYLAWS
OF
COGSWELL FAMILY ASSOCIATION, INC.
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 and preserve the memory, history 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 books entitled “The Cogswells In America”
by Jameson (1884) and “Descendents of John Cogswell” by Donald James Cogswell
(1998); To help preserve the “Cogswell Grant” and all buildings thereon located
in the town of Essex, Massachusetts in cooperation with its owners, “The
Historic New England” (formerly, “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 of Membership
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 to a lineal descendant of John Cogswell. Ancestral members may vote and may serve as a member of the Board
of Directors as well as may be an Officer of the Association.
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 to someone who is not able to document their
lineage to John Cogswell. Regular
members may vote and may serve as a member of the Board of Directors as well as
may be an Officer of the Association.
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
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. Application for Membership
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. Levels of Membership
Annual dues for each level of
membership shall be determined by the Board of Directors from time to time and
shall be payable upon membership activation, and thereafter in advance on the
first day of January. Additional levels
of Membership may be defined from time to time at the discretion of the Board
of Directors:
(a) Individual Membership.
(b) Family Membership (husband, wife, dependent
children).
(c) Life Membership (per person).
(d) Benefactor Membership (per person)
Section 4. All Members over 18 years of age shall be
entitled to vote.
Section 5. The Secretary shall drop from the roll any
member who shall be in arrears in the payment of dues as defined in the
Membership Dues Payment Policy. Upon
being thus dropped, his or her membership, and all privileges thereof, shall
cease and terminate, but may be restored to active status at any time upon his
or her payment of current annual dues.
Notification of membership inactivation shall be sent to the former
member by the Secretary within 30 days of termination date.
ARTICLE IV
MEETINGS
Section 1. The Annual Meeting
The
annual meeting of the general membership of the Association shall be held at a
location, or through alternative means, as 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. Annual elections are to be held for the
appropriate positions based on term limits.
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.
** It is
understood that members who are citizens of a Country other than the USA or
who, for religious reasons, cannot join in the oath, may remain respectively
silent while the oath is taken. It is
further understood that the Pledge is only applicable to meetings held on
location where a flag is present and are not applicable to virtual meetings.
Section 4. Quorum
At all meetings of the general membership of this
Association, a minimum of one-third (1/3) of the active Board of Directors in
addition to ten (10) Ancestral members, or twenty (20) Ancestral and Regular
members shall constitute a quorum for the transaction of business.
Section 5. Voting
Members of the Association shall be allowed to vote by
proxy or in person. Proxy votes may not occur more than 6 months before the
meeting takes place, and the proxy vote is invalid immediately following the
meeting adjournment.
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, Webmaster 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.
Section 2.
Each
officer position of this Association shall have a backup position. The backup position shall be filled by the
predecessor of the officer position until such time as a successor for the
officer position is identified, at which point, the successor shall assume the
position of backup and begin the process of learning the new role. This configuration of roles will remain in
place until such time as the successor is elected to the officer position by
the membership at which point, the roles will be reversed. The backup position
itself will not constitute the right to vote and will not impact the
determination of a quorum for Board of Directors meetings. However, those members serving in backup
officer positions may also be members of the Board of Directors and as such
have voting rights.
ARTICLE VI
ELECTION OF OFFICERS
Section 1.
Election
of officers shall be by voice, electronic or proxy vote at the annual 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 annual meeting. Predecessors of newly elected officers shall
assume the officer backup position at the close of the annual 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 active
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 conduct such correspondence as may be assigned; shall
keep an accurate list of members, their addresses (including e-mail addresses
as appropriate), the classes of membership to which they belong and the state
of their membership dues payments; 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.
C. Provided the annual cost is not
prohibitive, 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.
The Board of Directors will determine the cost tolerance level.
Section 5.
A. 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
and “Descendents of John Cogswell” by Donald James Cogswell (1998) at the
discretion of the Board of Directors.
B. The Historian shall maintain the Cogswell Family Genealogical database.
C. The Historian will be responsible for creating periodic back-ups of the
genealogical records and files at a reasonable frequency.
D. The Historian is responsible for ensuring that the Genealogical record
backup is appropriately stored for safety in a separate location from the main
repository. Costs of the storage will
be paid by the Association.
E. The Cogswell repository of records
and data belongs to the Cogswell Family Association. Upon termination of the Historian’s
term in office, all records and backups will be surrendered in their entirety
to the newly elected Historian.
F. The Historian will maintain and be final decision on the integrity of
the information provided.
G. The Historian shall serve as the Chair of the Historical and
Genealogical Committee
Section 6.
A. The Editor shall publish a Newsletter, paid for by the Association, to
be distributed to members at least twice per year to inform them of activities,
Cogswell genealogical information and other information pertinent to Cogswell
history.
B. The Editor shall be responsible for maintaining a minimum of one copy
of all published newsletters for historic preservation purposes.
C. The Editor shall, upon request from the Secretary, produce additional
copies of the Newsletter, paid for by the Association, for dissemination to the
membership as deemed necessary and appropriate.
Section 7.
A. The Webmaster shall be responsible for the development and management
of the Cogswell Family Association Website including, but not limited to, the
periodic update of content and format as defined by the Board of Directors.
B. The Webmaster shall maintain the security and integrity of the website
code to ensure the membership is not at risk.
Section 8.
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 Ten (10)
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 shall be elected on a biennial basis. The twelve (12) Directors shall be elected
in groups of four (4) to serve for three (3) years so that annually four (4)
shall be elected and shall be eligible to succeed themselves for no more than 2
additional consecutive term. Newly
elected officers and Directors shall take office immediately and serve until
their successor shall be elected.
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 annual election. The duties of the board include giving input
and attending periodic meetings, becoming part of committees to help improve
the Association, nominating officers, and being active in assisting the elected
officers including, but not limited to, becoming an understudy for the incoming
officers.
Section 2.
Any
officer serving simultaneously as a member of the Board of Directors shall have only one (1) vote.
Section 3.
A. A regular Board of Directors meeting shall be held immediately preceding the
annual meeting of the general membership.
B. The Board of Directors shall meet
on a minimum of a quarterly basis 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 Board member at least thirty (30) days in advance of all
such meetings.
**“Location”, for this purpose, can include such options as
conference call meetings, computer-based meetings or other
technologically-assisted formats that allow for discussions and votes. Such virtual meetings shall be conducted in
a way that all members participating can hear each other at the same time. Rules identifying how recognition is to be
sought and the floor obtained for discussion during such meetings shall be
specified prior to the start of the virtual meeting.
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.
Section 10.
The following shall be the order of
business at the Board Meetings when appropriate, and the meetings shall
be governed by the Rules of Parliamentary procedure as propounded by Roberts:
1. Review of meeting rules, processes
and procedures
2. Invocation.
3. Pledge of Allegiance to the Flag
(See footnote, page 3).
4. Roll call
5. Reading of Minutes of Last Meeting.
6. Reports of Officers and Committees.
7. Unfinished Business.
8. New Business.
9. Identification of date, time and
location for next meeting
10. Benediction
ARTICLE IX
No
officer or member of the Board of Directors shall be personally liable for
monetary damages for any action taken, or any failure to take any action,
unless: (1) the officer or director has
breached or failed to perform the duties of his office under Articles VII and
VIII (relating to standards of care and justifiable reliance); and (2) the
breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness. The provisions of this
paragraph shall not apply to: (1) the responsibility or liability of an officer
or director pursuant to any criminal statute; or (2) the liability of an
officer or director for the payment of taxes pursuant to any local, state or
federal law.
ARTICLE X
Checks,
drafts and other instruments for the payment of money, shall be signed on
behalf of the Association by such Officer or Officers as the Board of Directors
shall from time to time designate.
ARTICLE XI
AMENDMENTS TO BYLAWS
The
Bylaws of this Association may be enacted, revised, amended or repealed by a
vote of a minimum of two-thirds of the Board of Directors, provided that at
least thirty (30) days written notice of the meeting at which the bylaws shall
be enacted, revised, amended or repealed shall have been sent to all members of
the Association, stating in full the proposed Bylaw to be amended and the
proposed amendment, or the Bylaw to be repealed, as the case may be. Once approved, the Bylaws must be signed by
an officer of the Association, a copy filed with the State of Massachusetts and
the official document stored at the official address of the Association.
The location for the meeting of the
Association is to be designated by the Board of Directors and communicated to
the members in the written notice. The
location may be physical or virtual, at the discretion of the Board of
Directors. Should a virtual meeting be
selected, it shall be conducted in a way that all members participating can
hear each other at the same time. Rules
identifying how recognition is to be sought and the floor obtained for
discussion during such meetings shall be specified prior to the start of the
virtual meeting.