AMENDED AND RESTATED
BY-LAWS
ARTICLE I: NAME
The name of this organization shall be TUFTS KINSMEN ASSOCIATION, INC., hereinafter referred to as the “Association.”
ARTICLE II: PURPOSE
The object and purpose of this Association, incorporated as a non-profit corporation in The Commonwealth of Massachusetts and qualified as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, is to be educational in character and devoted to furthering Tufts family heritage research and promoting interest in Tufts family history.
ARTICLE III: INSIGNIA
| Section 1 | The insignia of the TUFTS KINSMEN ASSOCIATION, INC. shall be a shield, argent (silver or white), with a chevron between three crosses, gules (red), surrounded by a ribbon, argent, tapered at its ends, reading TUFTS KINSMEN, in Old English letters, gules. |
| Section 2 | The motto of the Association shall be “Vix Vivax,” which, translated from the Latin, means “with effort, long-lived.” |
ARTICLE IV: MEMBERSHIP
| Section 1 | Any person interested in Tufts family heritage may become a member upon payment of prescribed dues to the Association. |
| Section 2 | Annual dues (membership fees) will be required for membership, with the amount to be recommended by the Board of Directors of the Association (the “Board”), and approved by the membership at the Annual Meeting. |
| Section 3 | Each member is entitled to receive reports, newsletters, and announcements regarding Association meetings and activities, when produced for issue. |
| Section 4 | Each member in good standing prior to a matter being submitted to a vote of the membership shall be eligible to vote on such matter. Each member in good standing prior to Board elections shall be eligible to serve on the Board or committees. |
| Section 5 | The mailing list shall be maintained by the Secretary and indicate the date through which each member’s dues have been paid. Membership fees for the following year are due on or before the last day of the Association’s fiscal year. |
| Section 6 | Special membership status granted prior to the date of these By-Laws, such as Paid Life Member, Contributing Life Member, and Honored Life Member, will continue to be recognized by the Association through the member’s lifetime. These life members shall pay no dues and shall have full membership privileges. |
ARTICLE V: BOARD OF DIRECTORS
| Section 1 | The Board of Directors will consist of nine (9) members elected by the membership for three (3) year terms, which are staggered. Notwithstanding the foregoing, the number of members of the Board of Directors may be changed from time to time by a two-thirds (2/3) vote of the membership. |
| Section 2 | A quorum for the transaction of business of the Board of Directors will be five (5) members of the Board while the Board consists of nine (9) members or otherwise shall be a majority of the members of the Board. No proxy votes will be permitted. A majority of those present and voting will be sufficient to pass any action except as otherwise provided herein. |
| Section 3 | Regular meetings of the Board of Directors will be held quarterly, or as determined by the Board. No notice need be given for a regular meeting of the Board of Directors. |
| Section 4 | Special meetings of the Board of Directors may be held at any convenient place and time whenever called by the President or any four (4) or more members of the Board of Directors. One week’s notice of time and place will be given to all members of the Board of Directors before a special meeting is held. |
| Section 5 | The business affairs and property of the Association shall be managed by the Board of Directors. |
| Section 6 | The Board of Directors may authorize the formation of one or more committees, each of which shall have the duties and powers provided in the resolution creating such committee and as otherwise determined by the Board from time to time, and each of which shall remain at all times subject to the authority of the Board. The Board will appoint the members of each committee and approve a chair for each committee, all of whom shall serve at the pleasure of the Board. |
ARTICLE VI: OFFICERS
| Section 1 | The officers of the Association shall be members of the Board and shall include: President, Vice President, Secretary, and Treasurer. Additional officers may be appointed by the Board from time to time, having such duties as may be prescribed by the Board. |
| Section 2 | The officers of the Association shall be elected by the Board annually, following the Annual Meeting of the members. Vacancies in any office, except that of President or Vice President, will be filled by presidential appointment with the approval of the Board of Directors. The Vice President shall succeed to the presidency in the event that the office is vacated. In the event that the office of Vice President is vacant, an election will be held, unless there is to be an Annual Meeting of the members within ninety (90) days. |
| Section 3 | The term of officers will be one year. |
| Section 4 | No officer shall hold the same office for more than three consecutive terms. Following the completion of one term out of that office, a member may be again elected to that office. Term limits may be overridden by a majority vote of members present at a meeting of the members. |
| Section 5 | Officers must have been members in good standing for at least one year before election or appointment. |
ARTICLE VII: DUTIES OF OFFICERS
| Section 1 | The President will preside at all meetings of the members of the Association and the Board of Directors; may serve on all committees except the Nominating Committee; and will exercise the usual executive powers pertaining to the office of President. |
| Section 2 | The Vice President will assist the President in the performance of his/her duties and assume them in the absence of the President, or upon the inability of the President to serve. |
| Section 3 | The Secretary will record and keep a record of the minutes of meetings of the members and Board of Directors; give notice of all meetings; furnish copies of the minutes to the Board of Directors; call the roll at all Board meetings; retain custody of the Articles of Organization, By-Laws, and any other rules or policies of the Association; and conduct correspondence of the Association as directed by the Board and/or the President. |
| Section 4 | The Treasurer will be responsible for all funds received by the Association and for their deposit in banks approved by the Board of Directors; keep an accurate record of all money received and expended by the Association; give a financial report at each business meeting of the members and Board of Directors; submit the books for audit as required; and make timely expenditures for the Association as budgeted and/or authorized by the Board of Directors. |
ARTICLE VIII: MEETINGS
| Section 1 | An annual meeting of the members of the Association (an “Annual Meeting”) will be held each year. At least ten (10) days’ written notice by mail or email shall be given to all members for an Annual Meeting. |
| Section 2 | Special meetings of the members of the Association may be called at any time by the President or the Board of Directors and shall be called by the Secretary, or in the case of the death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of at least fifteen (15) members or 10% of the members, whichever is less. At least ten (10) days’ written notice by mail or email shall be given to all members for a special meeting. |
| Section 3 | All meetings shall be at such times and places as approved by the Board of Directors. |
| Section 4 | A quorum for the transaction of business at any Annual Meeting or special meeting shall be fifteen (15) members or 10% of the members, whichever is less. A majority of those present and voting at a meeting for which a quorum exists (including Board members and general members) will be sufficient to pass any action, except as otherwise provided by law, the Articles of Organization or these By-Laws. |
| Section 5 | An adjournment of any membership meeting may be taken to such time and place as those present may determine without new notice being given, whether by reason of the failure of a quorum to attend or otherwise. |
| Section 6 | Voting on membership business may be conducted by mail or email ballot or electronic survey as well as at Annual Meetings and special meetings. No proxy votes will be permitted. If voting is conducted by mail or email ballot or electronic survey, then the affirmative vote of at least two-thirds (2/3) of the votes submitted by members eligible to vote shall be required to approve the action, unless a different percentage is required by law, the Articles of Organization or these By-Laws. |
ARTICLE IX: ELECTIONS
| Section 1 | Elections of the Board of Directors shall be held at the Annual Meeting. A vote of a plurality of the members present and voting will elect a nominee to the Board of Directors. |
| Section 2 | A Nominating Committee of three members shall be appointed by the Board. |
| Section 3 | The Nominating Committee shall convene at least ninety (90) days prior to the Annual Meeting. Information on nominees for open positions on the Board will be distributed to the general membership at least thirty (30) days prior to the Annual Meeting, after review and approval by the Board. |
| Section 4 | The Secretary will distribute a ballot at or before the Annual Meeting. A majority of those voting (Board members and general members) shall be sufficient to elect. |
ARTICLE X: FINANCE
| Section 1 | The fiscal year shall be from January 1st to December 31st. |
| Section 2 | The Board of Directors will approve a proposed budget for the following fiscal year and present it to the membership for approval at the Annual Meeting. |
| Section 3 | Checks drawn on funds of the Association that have been approved by the Board will be signed by the Treasurer. If the Treasurer is unable to sign, the President or Vice President may sign the checks. |
| Section 4 | All checks given to the Association, or any member for the Association purpose, will be made out to the TUFTS KINSMEN ASSOCIATION, INC., and a record of all money received shall go through the Treasurer’s books. |
| Section 5 | All orders to be paid from Association funds will be sent to an address designated by the Board. |
| Section 6 | No officer, Board member, or committee shall exceed the annual budget allocation without prior Board approval. |
| Section 7 | Financial audits will be conducted as required by state and federal laws and regulations and as otherwise determined by the Board. |
| Section 8 | No paid employee position shall be established by the Association without the approval of a two-thirds (2/3) vote of the membership. |
ARTICLE XI: REMOVAL FROM OFFICE OR MEMBERSHIP
| Section 1 | An officer or elected committee chairman may be removed from office only by a two-thirds (2/3) vote of the members of the Board (provided that if the individual is a member of the Board, his or her vote shall not be counted). A written report of the reasons for the proposed removal shall be filed with the Secretary and provided to the person being removed. The person being removed is entitled to present a defense in person at the meeting and/or to be represented by counsel. |
| Section 2 | A member of the Board may be removed from the Board only by a two-thirds (2/3) vote of the membership present at a meeting. A written report of the reasons for the proposed removal shall be filed with the Secretary, provided to the person being removed, and presented to the general membership at the next Annual Meeting or a special meeting of the members. The person being removed is entitled to present a defense in person at the meeting and/or to be represented by counsel. |
| Section 3 | Removal from membership in the Association shall follow the procedure as set forth in Robert’s Rules of Order as most recently revised. A member once removed from membership for reasons other than a lapse in payment of membership dues shall not be reinstated except by a vote of two-thirds (2/3) of the members present at a meeting of the members. |
ARTICLE XII: PROPERTY OF THE ASSOCIATION
| Section 1 | All personal property of the Tufts Kinsmen Association, Inc. shall be kept at a location or locations designated by the Board. |
ARTICLE XIII: GOVERNING RULES
| Section 1 | The Articles of Organization, these By-Laws and any other rules and policies adopted by the Board or the members from time to time shall constitute the governing rules of the Association. |
| Section 2 | Any matter not covered by the Articles of Organization, the By-Laws or any other rules and policies adopted by the Board or the members shall be controlled, where applicable, by Robert’s Rules of Order as most recently revised. |
| Section 3 | The Articles of Organization may be amended in conformance with the laws of The Commonwealth of Massachusetts governing same. |
| Section 4 | These By-Laws may be amended (i) at any membership meeting, by affirmative vote of at least two-thirds (2/3) of those members present and voting, provided that notice of the proposed amendment has been presented to all members at least thirty (30) days before the voting date; or (ii) by a written consent executed by at least two-thirds (2/3) of the members. All proposed amendments must be submitted in writing to the Secretary and must show the wording of the entire paragraph, not just an insertion of a word or phrase. |
| After receiving proposed amendments to the By-Laws, the Secretary shall submit copies of such proposed amendments to the next meeting of the Board of Directors and the Board shall vote on whether or not to recommend the proposed amendments to the members. If the Board votes to recommend the proposed amendments to the members, then the Secretary shall be responsible for submitting the proposed amendments to the By-Laws to the membership in the Annual Meeting notice or by special notice. |
These By-Laws were approved and adopted by a majority vote of those Association members present at the Association Annual Meeting on September 22, 2019, to amend and restate in their entirety the previous By-Laws of the Association.
Thomas W. Tufts, President Patricia B. Nemec, Secretary
Appendix
The original By-Laws were approved by vote at the Tufts Kinsmen Association Business Meeting July 29, 1983, in Banner Elk, North Carolina, and signed by these incorporators: David A. Tufts, William True, Joseph W. Hall, and Herbert Adams.
Several changes were recommended for approval at the Annual Meeting in 1989, but no record of the approval or a revised copy of the By-Laws has been found in the Association records. The 1989 By-Laws Committee included Joseph W. Hall and Donald M. Tufts. These changes included the following:
- Article IV Membership, Section 3: Each member is entitled to receive all the bulletins of the TUFTS KINSMEN, except in the case of household memberships when only one bulletin shall be sent.
- Article VIII Meetings, Section 4: A quorum for the transaction of business at any regular or special meeting shall be fifteen (15) members. A majority of those present and voting will be sufficient to pass any action, except as otherwise noted herein.
- Article X Finance, Section 3: Checks drawn on funds of the Association will be signed by the Treasurer and co-signed by one of the other officers. If the Treasurer is not readily available any two officers may co-sign the checks.
The original By-Laws were re-typed with minor typographical errors corrected on July 19, 2005, by Pat Nemec (Secretary). Additional minor errors were corrected by Pat Nemec (Secretary) on October 5, 2016.