The purpose of Soule Kindred in America, Inc., hereinafter “Corporation,” is to study and promote knowledge and understanding of Colonial American History; the Pilgrims; their settlement in Plymouth, Massachusetts; their descendants; and in particular Mayflower passenger George Soule, his life and contributions to the colony.
Soule Kindred in America, Inc. is registered in the state of Massachusetts (July 25, 1972/revised February 30, 1999, ID #237253936) and is recognized by the U.S. Internal Revenue Service as a non-profit 501(c) (3) Corporation (February 12, 1973). Its fiscal and calendar years begin on the first day of January and end on the last day of December in each year.
Section A. Annual Meeting of the Corporation
The annual meeting of Soule Kindred in America, Inc. shall be determined by the Board of Directors and shall occur before October 31. Notice shall be provided to the members at least thirty (30) days prior to such meeting. The meeting may take place at the same place as a reunion or by means of a telephone conference call.
Membership in this Corporation shall be open to all persons who are interested in the mission, furtherance, purpose and objectives of the Corporation subject to the rules and regulations herein set forth. Members may not use or attempt to use the name of the Corporation in any way for personal gain or benefit.
Section A. Annual Dues
The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members and establish categories of membership.
Section B. Payment of Dues
Dues shall be payable on or before the first day of January of each year unless the board determines otherwise. The exceptions to annual payments are Life Members and other membership categories not requiring annual payments.
Section C. Default and Termination
When any member shall be in default in the payment of dues for a period of three months, or is found to have violated the rules and regulations set forth in these by-laws, membership shall be terminated.
Section A. Management
The affairs of the Corporation shall be managed by its Board of Directors.
Section B. Compensation
Board members shall serve without compensation, except for reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.
Section C. Board Responsibilities
The Board shall articulate the Corporation’s mission and purpose; identify and monitor the effectiveness of the Corporation’s goals; select officers; prepare job descriptions; establish or terminate committees; provide for adequate financial resources; insure financial oversight and controls; build a competent board; safeguard legal and ethical integrity; enhance the Corporation’s public standing; and set schedules for programs and activities.
Section D. Board Participation
Board members shall participate in two-thirds (2/3) of regular Board meetings phone conference calls, and other meetings that shall be called in each calendar year.
Section E. Number of Directors
The Board of Directors shall consist of nine (9) Directors. The Directors shall be elected by the membership for three (3) year terms and organized in three (3) classes whose terms of office expire in triennial rotation. All Directors elected by members or the Board of Directors shall have full voting rights.
Section F. Annual Calendar
Directors shall take office on the 1st day of January of the year following their election and their terms shall expire on the 31st day of December of the third year of their term.
Section G. Board Term Limits
Directors may serve two consecutive terms of three (3) years each. After a one-year period of absence, they may serve again as Directors for a third term. A two-year period of absence is then required before they qualify to serve again. Additional two-year absences are again required between any subsequent single terms.
Section H. Board Vacancy
Should a vacancy occur on the Board of Directors, the remaining members shall elect a candidate to fill the unexpired term.
Section I. Removal of a Board Member
Any Board member elected by the membership or the Board of Directors may be removed from office by a majority vote of the Board of Directors for good cause, which shall include, but not be limited to, ethical violations, criminal activity and fiscal mismanagement.
Section A. Nominating Committee
The Nominating Committee consisting of three (3) members of the Corporation, one of whom is a member of the Board of Directors and will chair the Committee, shall be appointed by the President by July 1. No member of the Nominating Committee shall have a personal interest in the outcome of the election. The committee shall solicit from the membership a slate of at least three qualified candidates. Members of the Soule Kindred may nominate themselves or other members in good standing. By September 1 the committee shall submit the candidates’ names to the full Board for approval as the slate of candidates for election.
Section B. General Membership Election Process
Following approval of the slate by a majority of Board members, the candidates’ names and relevant experience shall be placed on a ballot and mailed to the membership no later than October 1. In order for the ballot to be considered valid no more than three names may receive a vote on that ballot. On the ballot shall be space for write-in candidates that a member may enter in lieu of one or more of the names on the slate. There shall not appear on the ballot any information to indicate the identity of any person who casts a ballot. The deadline for receiving ballots shall be November 1.
Section C. Election Certification
The majority of votes on the ballots returned shall determine the election. By November 15 the Secretary shall certify in writing to the President the results of the election and a copy of the results shall be included in the official records of the organization.
Section A. Enumeration of Officers
The officers of the Corporation shall be President, Vice President, Secretary, and Treasurer.
Section B. Election of Officers
No later than December 1 the officers of the Corporation for the ensuing year shall be elected by the newly constituted Board of Directors from among the Board members to terms of one year beginning January 1 next and ending December 31 thereafter. In the event that a vacancy occurs in any office for any reason the Board of Directors shall elect within thirty (30) days a successor to complete that term of office.
Section C. Duties of Officers
1. The President shall be the Chief Executive Officer with the responsibility to supervise and manage the affairs of the corporation. By virtue of the office, he/she chairs and presides over all meetings of the Board of Directors, and has the authority to call meetings, sign checks, and with the approval of the Board of
Directors open financial accounts and enter into contracts. The President with the approval of the Board of Directors shall have authority to appoint administrators (such as an editor or researcher), committee chairs and committee members.
Section D. Removal of an Officer
Any officer may be removed from office for good cause by a majority vote of the Board of Directors whenever, in its sole judgment, it is in the best interests of the Corporation. Good cause shall include, but not be limited to, excessive absence, lack of participation, failure to perform functions of the office, disruptive conduct, ethical violations, criminal activity and fiscal mismanagement.
Section A. Definition of a Meeting
A meeting is defined as any gathering, in person, by phone, video telepresence, chat room or other means, in which a majority of the Board, or quorum, is able to actively participate.
Section B. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. Ex officio members cannot vote and shall
not count toward a quorum. If less than a majority of Directors is present at a meeting, a majority of those present may adjourn the meeting without further notice.
1. Loss of a Quorum
If a meeting begins with a quorum and loses that quorum because a member leaves, the remaining Directors may continue to conduct business provided that any action taken is later approved by a majority, or quorum.
Section C. Manner of Acting
The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law. Each member of the Board of Directors shall be entitled to one vote on each matter submitted for a vote.
Section D. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President. If the President is absent, the Vice President shall act as Chair. In the absence of both these persons, a Chairperson shall be chosen by a majority of the Directors present at the meeting.
Section E. Regular Meetings
Regular meetings are those that are routinely scheduled and conducted in person, by telephone conference call or other means both practical and feasible at which everyone can actively participate.
Section F. Notice of Meeting
Notice of regular meetings of the Board of Directors shall be sent to each Director not less than thirty-days (30) prior to such meeting by mail, fax, e-mail, phone or other means. The agenda identifying the business to be transacted at the meeting shall be sent not less than ten (10) days in advance.
Section G. Special Meetings
Special meetings of the Board of Directors may be called by the President, Vice President, Secretary, or by any two Directors and such meetings shall be held at the place or in the manner designated by the person or persons calling the meeting. At least two days notice by e-mail, overnight mail or phone shall be given. If the U.S. Postal Service is used, notification shall be sent at least one week before the meeting. The advance notification can be waived in case of emergency.
Section H. Action by Consent Without Meeting
An action may be taken without a meeting of all members of the Board so long as a majority of Directors shall individually or collectively consent. Such action taken, in writing, by e-mail or other means, shall have the same force and effect as a vote of the Directors at a meeting and shall be recorded by the Secretary as part of the official record.
Section A. Acceptance of Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift or bequest if it is deemed to reflect or support the mission and purpose of the organization, so long as it does not present any conflict of interest or undermine the organization’s integrity or reputation.
Section B. Keeping Financial Records
Financial Records shall be kept in such a manner that they can be electronically shared with Directors, accountants, financial advisors, and that they can enable reports to be electronically filed with government agencies.
Section C. Deposits
All funds of the Corporation shall be deposited in accounts at FDIC banks or other similar institutions in the United States as the Board of Directors may approve.
Section D. Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Section E. Insurance
The Board of Directors may authorize the purchase and maintenance of Directors and Officers Liability Insurance on behalf of the Directors and any agent of the Corporation which shall insure against any liability other than for self-dealing or violating conflict of interest rules.
Section A. Minutes
The minutes of all meetings of Directors shall contain the time and place of the meeting, names of those present and not present, and details of the proceedings. A copy of the approved minutes shall appear in a timely manner in the Soule Kindred Newsletter and be made available in the members-only section of the Soule Kindred website.
Section B. Annual Reports
It shall be the responsibility of the President and the Chair of each duly constituted committee, to provide an annual report with a summary of accomplishments and business conducted during the calendar year. All reports shall be submitted to the President or his/her designee within sixty (60) days of the end of the calendar year. It shall be the duty of the President to issue an annual report to the membership.
Section C. Membership Records
The Corporation shall maintain a database containing each member’s name, address, phone, e-mail address and other information, including, if available, the member’s Soule lineage. Additionally, each member’s initial membership date, category of membership and renewal date shall be recorded.
Section D. Storage of Records
Because the Corporation does not maintain a physical office, and because elected and appointed positions may change from year-to-year, special attention must be taken to assure that minutes, financial and other corporate records are safe, accessible and retrievable. All official records shall be saved as hard copy with back-up copies stored at a separate location. They may be stored electronically in a special section of the website, on a satellite storage site, CDs and/or other format(s).
Section E. Access to Records
All official records, including minutes, Articles of Incorporation and By-Laws, as amended to date, shall be open to inspection by any member, his/her agent or attorney for any lawful purpose within a reasonable time.
Section A. Establish Committees
The establishment and dissolution of all committees of the Corporation shall be approved by the Board of Directors.
Section B. Job Descriptions
Job descriptions shall be provided to all Committee Chairs and committee members containing information about their responsibilities, goals, terms of office, reporting procedures, and explaining the advisory nature of their role within the organization.
Section C. Committee Chairs
One member of each committee shall be appointed Chair by the President with the approval of the Board of Directors. The Chair may be a member of the Board of Directors or a general member. The Chair ensures that committee members have the information needed to perform their jobs, oversees the logistics of the Committee’s operation and links the work of the Committee to the full Board through minutes or timely reports to the President or other designated Board member.
1. Terms for Committee Chair
The Chair of each committee shall be appointed for a term of one (1) year and may be reappointed for a maximum of three (3) additional years. A two-year absence is then required before he/she qualifies to serve again in the same capacity. The President with the approval of the Board of Directors may remove a chair at any time and for whatever reason.
Section D. Appointed Positions
Persons serving in designated positions, such as Newsletter Editor, Membership Chair, or Liaison to another organization or entity, shall be appointed as such by the President subject to the approval of the Board of Directors.
1. Terms for Appointed Positions
The term of office for an appointed position is one (1) year with the option of being reappointed up to a maximum of five (5) additional years. The Board of Directors at its discretion may decide to extend this limit if the Board determines that it is in the best interests so to do.
Section E. Terms for Committee Members
Each member of a committee shall serve at the pleasure of the President and Chair until the Chair’s term expires or until a successor Chair is appointed, whichever comes first. Exceptions to this will occur if the committee is terminated sooner, a member ceases to qualify as a member of the organization, resigns or is removed from such committee. It is recommended that members rotate off committees for at least a year after serving four years.
ARTICLE XI: CONFLICT OF INTEREST
Should any Board or committee member have a conflict of interest relating to an issue to be considered at a meeting, that member shall leave the meeting during the discussion of, and the vote on, the relevant topic.
Article XII: Contracts
The President, with the approval of the Board of Directors, is authorized to enter into contracts for the Corporation and may, at his/her discretion, delegate to Directors, Committee Chairs and members, as appropriate, the authority to sign a contract for necessary services, such as transportation during the annual reunion, printing of the newsletter, use of a mail house or other services of a similar nature.
Article XII: Amendments to the By-Laws
New or revised By-Laws may be adopted by a majority of the Board of Directors at any meeting, as defined in these By-Laws. At least two weeks written notice must be given regarding the intention to alter, amend or repeal the By-Laws.
Article XIV. Dissolution of the Corporation
This Corporation may be dissolved if a two-thirds (2/3) majority of the Board agrees this is the proper course of action and a majority of member votes affirm this decision. In such case, all of the assets of the Corporation will pass immediately to the General Society of Mayflower Descendants at its general offices in Plymouth, Massachusetts. No assets of the Corporation shall inure to the benefit of any private member or individual. The Corporation shall keep minutes of proceedings relating to the decision to dissolve the Corporation. Records and assets of the Corporation that are not of interest to the General Society of Mayflower Descendants shall be given to the Duxbury Rural and Historical Society, Duxbury, Massachusetts, where Soule Kindred archives are maintained.
Soule Kindred in America, Inc. By-Laws, July 13 2013
These By-Laws replace those dated October 18, 2010