~ By-Laws of The Watch Hill Memorial Library & Improvement Society ~
Section 1. The officers of the Society shall be a President, a First and Second Vice President, a Treasurer, a Recording Secretary, a Corresponding Secretary, and an Assistant Secretary Treasurer. These officers shall be elected by the members at the Annual Meeting of the Society to serve two years or until their successors are elected and installed.
Section 2. There shall be a Nominating Committee, consisting of three members appointed by the President on or before the July meeting of the Society. This Committee shall prepare a list of nominees, said nominees to be members of the Society in good standing and willing to serve if elected. This list of nominees shall then be mailed or electronically distributed to the entire membership two weeks prior to the Annual Meeting of the Society.
Section 3. The duties of the officers shall be as follows:
The President: The President shall preside at all meetings of the society and of the board of Directors. The President shall name such Standing Committees as in the discretion of the President are necessary for the carrying out of the purposes of the Society. The President shall have such other duties as are usually incumbent upon the president of a society and shall do and perform such other duties as from time to time may be assigned to her.
The Vice Presidents: The Vice Presidents shall, in the absence or incapacity of the President, perform the duties of that officer and shall do and perform such other duties as from time to time may be assigned to her.
The Treasurer: The Treasurer shall have the care and custody of all funds of the Society and shall deposit the same in the name of the Society in such bank or banks as the Directors may direct. The Treasurer shall collect and receive all funds payable to the Society. The Treasurer shall sign and endorse all checks, drafts, notes and orders for the payment of money and shall pay out and dispose of the same under the direction of the President. The President may authorize the Recording Secretary or some other officer or director to approve payments. The Treasurer shall render a statement of funds on hand at every regular meeting of the Society and shall render a full financial report duly reviewed by a certified public accountant of the Society Annually.
Recording Secretary: The Recording Secretary shall keep the minutes of all meetings and have charge of the books and records and shall sign all minutes of the Society. The Recording Secretary shall do and perform such other duties as from time to time may be assigned to her.
Corresponding Secretary: The Corresponding Secretary shall have charge of all correspondence and shall do and perform such other duties as from time to time may be assigned to her.
Assistant Secretary/Treasurer whose duty is to assist the Treasurer and Corresponding Secretary in their duties.
Section 4: In the case of the absence or inability for any reason of any of the officers to perform any of the duties prescribed herein, the Board of Directors may designate one of their number to perform the duties of such officer. Any vacancy occurring for any reason among the officers may be filled for the unexpired term by the Board of Directors.
Board of Directors
Section 1. The business of the Society shall be managed by a Board of Directors consisting of the Officers and four other members. The four Directors who are not officers shall hold their office for two years from the date of election or until their successors are chosen and qualified, and two of them shall be elected each year. The outgoing President shall serve on the Board of Directors as an ex officio Director for a year with a vote.
Section 2. A meeting of the Board of Directors shall be held after the annual meeting at the call of the President. Special meetings of the Board of Directors may be called at any time by the President or by three Directors.
Section 3. At all meetings of the Board of Directors a majority in number of the Directors for the current year shall be present to constitute a quorum, except for the purpose of filling vacancies in the Board or for the purpose of adjourning the meeting until a quorum be present, provided, however, that any action that can be taken by the Board of Directors in a meeting duly called and assembled can be taken upon the oral or written or electronically distributed consent of all the Directors then in office with the same force and effect as though a meeting had been held. The President may at her discretion appoint members of the Society to represent the Society at Town Council or other hearings before civic authorities.
Section 4. Vacancies in the Board of Directors occurring during the year, for whatever cause, shall be filled for the unexpired term by the Board of Directors.
Section 5. The Board of Directors shall carry out the policies as determined by the Society and in no case act in a manner contrary to express legislation to the Society. NOTE: This section is designed to obviate operation at cross-purposes, especially during the non-summer seasons when it is quite impossible for many members to attend.
Section 1. Immediately after the Annual Meeting has been called to order, the President shall appoint an Election Committee of three members from the members present at the meeting. This Committee shall have full charge of all details of the election of Officers and Directors. All Officers and Directors shall take office immediately at the adjournment of the Annual Meeting of members.
Section 1. Any members of the Watch Hill Memorial Library and Improvement Society may suggest the name of a person to the Membership Committee as a member, providing such candidate shall be interested in furthering the programs and goals of the Society.
The committee will consider the candidate with the Board of Directors and upon approval of the majority of the Board, the candidate will be invited to join the Society.
Section 2. There may be a Junior membership
Section 1. The regular meetings of this Society, of which notice shall be required, shall be held in June, July, August and September, in the Memorial Building, or at the discretion of the Board of Directors.
Section 2. Special Meetings of this Society may be called at any time, except between September 15 and June 15, by the President or by three Directors. The purpose, time and place of all Special Meetings shall be duly set forth in the notice thereof, and the notice shall be sent by the Corresponding Secretary at least ten days in advance of the meeting.
Section 3. At all meetings of the Society any member may be represented by proxy, provided the proxy is signed by the member and received by the Corresponding Secretary before the meeting.
Section 4. The order of business shall be
1. Reading of minutes of previous meeting,
2. Report of the Officers,
3. Report of Committees,
4. Election of Officers, and
5. General business, and unfinished business.
Section 5. Ten percent of the membership shall constitute a quorum. A lessor number may adjourn the meeting until a quorum is present.
Section 1. The Board of Directors may create one or more classes of membership in the Society and may determine from time to time the annual dues for these classes which shall be due and payable to the Treasurer on or before August 1st of each year.
Section 1. The President shall name such Standing Committees as in the discretion of the President are necessary for the carrying out of the purposes of the Society. These Committees may include:
1. An Executive Committee made up of all the officers of the Society,
2. A Membership Committee,
3. A House Committee,
4. A Library Committee,
5. A Merry-Go-Round Committee,
6. A Beautification and Gardening Committee,
7. A Past Presidents Committee,
8. A Children’s Program Committee, and
9. A Ways and Means Committee.
Section 2. All Standing Committees appointed by the President shall present at every regular meeting of the Society a statement of their work to date and at the Annual Meeting a report in full.
Section 1. Any member desiring to withdraw from the Society may do so by letter of resignation to the Corresponding Secretary and on payment to the Treasurer of any indebtedness to the Society. At the discretion of the Board of Directors, any members two years in arrears in payment of annual dues may be dropped for their non-payment. Upon recommendation of the Membership Committee members who have resigned or who have been dropped for non-payment of dues may be readmitted by a majority vote of the Board.
Agent and Auditor
Section 1. The Society shall elect at its Annual Meeting an agent for the service of process for the ensuing year who shall be a resident of Rhode Island. Also the Society shall elect a certified public accountant whose duty it shall be to review accounts of the Treasurer and such other accounts as may be presented.
Section 1. These By-Laws may be amended by a vote of two-thirds of the members present at any meeting provided that notice of any proposed change shall have been given in writing or electronically distributed at the preceding meeting.
Indemnification of Directors and Officers
Section 1. The Society shall indemnify and reimburse each person (and such person’s heirs, executors, and administrators) who at any time serves or shall have served as a Director or Officer of the Society, whether or not such person continues to be a Director or Officer at the time, against and for any and all claims and liabilities to which such person may be or become subject by reason of being or having been a Director or Officer of the Society, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which such person is made a party by reason of being or having been a Director or Officer of the Society, except in relation to matters as to which such person shall be finally adjudged to be liable for willful, wanton or malicious misconduct in the performance of official duties. The provision hereof shall not be deemed to exclude any other right or privilege to which such person may be entitled as a matter of law or otherwise.