Friday, April 21, 2017

BYLAWS REVISION

BYLAWS OF THE HUMANISTS OF RHODE ISLAND (PROPOSED)     

These Bylaws were amended by a majority vote of the members on __________ and become effective immediately.

I. PURPOSE

The purpose of the Humanists of Rhode Island (HRI) is (1) to lead and promote a humanistic lifestance with ideals based on ethics, freedom, rationalism, and human concerns, (2) to promote a naturalistic (as contrasted to supernaturalistic) view of all life, (3) to enact our values through service work, (4) to defend the separation of church and state, (5) to educate the public regarding humanism and freethinking, and (6) to provide an environment where freethinkers can develop friendships, socialize, and support one another.

II. NAME AND AFFILIATION

This association shall be called “Humanists of Rhode Island” and shall be a Charter Chapter of the American Humanist Association (AHA). The provisions of these Bylaws are in conformity with and subservient to the Bylaws and Articles of Incorporation of the AHA. Nothing herein shall be interpreted in any manner to be in conflict with the Constitution of the United States of America, the laws of our land required to maintain a tax-exempt, non-profit educational organization, or with the United Nations Declaration of Human Rights.

III. MEMBERSHIP

Any person who regards himself or herself as a Humanist, and is current in dues paid in accordance with this paragraph, will be considered a voting member.  Dues are to be set by the HRI Board of Directors (Board) and will be for one (1) year.  Dues are renewable and are due on the date of the original individual membership or alternative scheduled established by the Board of Directors.

IV. GOVERNANCE

HRI shall be governed by its membership and an elected Board of Directors consisting of a President, Vice President, Secretary, Treasurer and three additional At-Large Directors all elected by the membership (see “ELECTIONS”).  By majority vote of Board members, the Board may add additional at-large Directors between elections.  Members of the Board of Directors shall serve no more than three consecutive terms.  Members of the Board of Directors shall serve three year terms and shall serve no more than three consecutive terms.

Board members who miss three (3) consecutive regularly scheduled board meetings may be removed from the Board by a majority of the remaining Board members or by the membership at the annual meeting. 

The Board of Directors is responsible for all business matters, to include the following:

1.  Approve an annual budget, approve in advance any proposed expenditures not specified in the annual budget, establish membership dues, and oversee any additional fundraising..
2.  Schedule and oversee the conduct of meetings and other events.
3.  Establish committees as the Board deems necessary to ensure the organization as carry out its purpose.
4.  Receive and approve treasurer reports and minutes of the annual HRI meeting and at other meetings as directed by the Board. 

The President and Vice President shall be required to be a member of the AHA during their term of office.

The President will be responsible for presiding at the annual HRI meeting, at meetings of the Board of Directors, and, as directed by the Board, at other HRI meetings and events. The President will be, or will designate, the chief public spokesperson for HRI.

The Vice President will be responsible for assuming the duties of the President in his or her absence, facilitating election of officers, recruiting new members, and serving as Parliamentarian.

The Secretary will be responsible for taking minutes during Board Meetings, providing communication within the group and maintaining the written records for HRI.

The Treasurer will be responsible for maintaining the HRI accounts, paying bills, providing an annual budget as directed by the Board, presenting an annual financial summary at the annual membership meeting, and ensuring that the Board is kept up-to-date with the financial standing of the group.  The Treasurer will also receive dues and maintain records of dues-paying members.

V. MEETINGS

1.  Board Meetings 
a. The Board will hold regular meetings at a time and place set by the Board. Board meetings will be open to all members unless a majority of the Board members vote to go into executive (closed) session.  As soon as the matter(s) requiring a closed meeting are addressed, the Board meeting shall reopen to all members.
b. Special Board meetings may be called by the President, by a majority of the Board, or by seven (7) voting members in good standing. 
c. A majority of Board members shall constitute a quorum at a board meeting.  When a quorum is present, a majority of the quorum shall control.

2.  Annual Membership Meeting 
a. HRI shall hold an annual meeting on a set day each April unless otherwise scheduled for cause by a majority of the Board or of the voting members.  The purpose of this meeting shall be to conduct elections (every third meeting), review and approve an annual Treasurer’s Report, approve any By-law amendments, and conduct other business as determined by the Board or by a majority of voting members present.   
b. Voting members must be notified at least fifteen (15) days in advance of the time and place of the annual meeting by email, social media postings (e.g., the HRI closed Facebook Page and Meetup.com, or via other means as determined by the Board.
c. Ten (10) members in good standing or 50% of dues-paying members, whichever is less, shall constitute a quorum at a membership meeting.  When a quorum is present, a majority of the quorum shall control.

3.  Other Meetings. Other HRI meetings may be scheduled in accordance with the times and places set by the Board, or called by at least three voting members.

VI. ELECTIONS

1.  Board nominations.  No later than February of the year an HRI election is held, the HRI President will appoint with Board approval a nominating committee consisting of three voting members, at least one of whom will be a prior or current officer. The committee will nominate voting members for officer positions and At-Large Board positions.

2.  Elections.  
            a. Elections will be held during the annual membership meeting in April, with additional nominations from any voting member present being allowed.
            b. All nominated members must agree to serve on the Board prior to elections taking place. The top candidates, in order of most votes won, will fill open positions until all officer and Board vacancies are filled.
            c. If an officer or Board position is made vacant between elections, the Board will appoint a voting member to fill the position until the next annual meeting and will present the nomination at the next annual meeting for confirmation by voting members present.

VII. AMENDMENTS

            a. These Bylaws and any portion thereof may be amended, repealed, or modified, or new Bylaws adopted at any time by a majority vote of those voting members present at the Annual Meeting provided all members have been advised through the website or by email of the proposed changes at least 1 month prior to the meeting. 
            b. Any time a majority of the Board determines that amendment of the Bylaws is required to effectively carry out the functions of the organization, the Board may enact Interim Amended Bylaws that will be subject to approval at the next Annual Meeting in accordance with the preceding paragraph. 

VIII. DISSOLUTION

A resolution to dissolve the association of the Humanists of Rhode Island shall only be voted on at a meeting called by the Board or by at least five voting HRI members, provided all voting members have been advised through the website or by email of the proposed resolution to dissolve at least 1 month prior to the meeting at which the vote is to take place. The resolution to dissolve must be approved by at least three-quarters (¾) of voting members present, a quorum being the same as that for the Annual Meeting (see Section V.2.c above). The dissolution shall take effect from the date of the resolution and the Board of Directors shall be responsible for the winding-up of the assets and liabilities of the association. Any property and/or funds remaining after the discharge of debts and liabilities of the association shall be given to The American Humanist Association.


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