Article I – Name

The name of the association is Block Island Residents Association, Inc.

Article II – Purpose

The purposes of the Association are to serve as a medium for community, cultural, recreational and social activities, to advance the civic interests of Block Island, and to aid the residents in achieving the fullest enjoyment of its unique natural advantages.

Article III – Membership

Section 1. Types and qualifications

General members. Upon payment of dues, any year-a- round or seasonal individual residing on Block Island shall become a member of the Association with all the privileges that pertain thereto.

Section 2. Dues

The Board of Directors shall have the power to set annual dues.

Article IV – Meetings and Members

Section 1. Annual Meetings

The Annual Meeting of the Association shall normally be held in September, on a date to be set by the Board of Directors. Notice of the time and place of the Annual Meeting shall be communicated to all members at least two weeks before the date.

Section 2. Special Meetings

Special meetings of the Association shall be called by the Board of Directors either as the result of a motion adopted by the Board or upon a request in writing by any 10 members of the Association. Notice of such meetings shall be mailed to all members of the Association at least two weeks and not more than four weeks before the date and shall state the time and place of such meeting and the purpose or purposes for which it has been called.

Section 3. Quorum

Twenty-five members of the Association shall constitute a quorum for the transaction of business at the annual or any special meeting.

Section 4. Voting

At annual or special meetings each member in good standing shall be entitled to cast one vote.

Article V – Board of Directors

Section 1. Powers

The business and property of the Association shall be managed and controlled by the Board of Directors.

Section 2. Members

The Board of Directors shall consist of twelve members elected from the membership of the Association. Four shall be elected at each Annual Meeting, to terms of three years duration beginning at the time of election.

Directors may not serve more than two consecutive three-year terms. Additional terms may be served after a one-year lapse from Board membership.

Section 3. Nominating Committee

There shall be a nominating committee consisting of three members of the Board of Directors. At its first meeting after the Annual Meeting, the Board shall select one member from among the four just elected to three- year terms on the Board to serve also on the nominating committee for the same period of time. The member of the committee who is in the last year of a three-year term shall chair the committee. The committee shall present a list of nominees for election to the Board at the Annual Meeting. The names of those to be nominated shall be included in the notice of that meeting. Any three members of the Association may nominate a candidate for the Board of Directors, and if timely notification is given, the name of that candidate shall be included in the nominees named in the Annual Meeting notice to members.

Section 4. Resignation and Removal

A director may resign by written notice to the Board of Directors. A director may be removed by vote of a majority of members of the Association present and entitled to vote at any meeting called for the purpose of considering such action. Any director absent from four consecutive meetings of the Board shall be subject to removal by the Board.

Section 5. Vacancies

Whenever a vacancy occurs in the Board of Directors in the middle of a term, the nominating committee shall be asked to nominate a replacement from among the membership of the Association. In any case, the Board shall fill the vacancy at one of its next two meetings after the vacancy occurs. The person so elected can be re- elected and serve two full terms.

Section 6. Meetings

The Board of Directors shall normally meet monthly, and at such additional times as necessary to conduct the business of the Association. The Board at its first meeting after the Annual Meeting shall establish a tentative meeting schedule for the ensuing year. All members of the Board of Directors shall be notified of all meetings of the Board. The schedule should be made available to members of the Association and the meeting shall be open to members of the Association in good standing.

Section 7. Quorum

Seven members of the Board of Directors shall constitute a quorum including those members who call in. No proxy votes will be permitted.

Section 8. Committees

The Board of Directors may constitute such committees as it may determine. It may appoint thereto such numbers of directors and members as it may determine. It may delegate to such committees such powers of the Board of Directors as it may see fit for administering the affairs of the Association.

Section 9. Presiding Officer

The President of the Association shall preside at and conduct the meetings of the Board of Directors. In his or her absence, the First Vice President shall be the presiding officer. In the absence of both, the President or secondly the First Vice President shall designate a director to serve as presiding officer. The President shall be entitled to cast a vote as a director.

Article VI – Officers

Section 1. Officers

The officers of the Association shall be a President, one or more Vice Presidents (one of who, shall be designed First Vice President), a Secretary and a Treasurer. One person may be both Secretary and Treasurer. The officers shall have such duties as usually pertain to their offices.

Section 2. Election, Term of Office

The nominating committee shall present a list of candidates for the offices of the Association, chosen from among the membership of the Board of Directors, at the first meeting of the Board after the annual meeting. For the selection and presentation of the candidates, the outgoing chair of the nominating committee will be considered still a member of the Board, even if his tenure should otherwise have ended. Other candidates may be nominated by any member of the Board. Each officer then elected shall hold office until his successor shall have been elected. Any officer may be removed by the vote of a majority of the full Board of Directors. Any vacancy in the officers may be filled by the Board of Directors.

Article VII – Administration

Section 1. Employees

The Board of Directors may employ such persons as it deems necessary to carry out any activity in which the Association may be engaged.

Section 2. Compensation of officers and directors

No officer or director of the Association shall receive compensation for acting as such, except that the Association may pay for secretarial services performed by the Secretary of the Association. Officers and directors may be reimbursed for expenses incurred in the performance of their duties.

Section 3. Distribution of assets and dissolution

In the event the Association is dissolved, its assets shall be given to such non-profit or governmental organizations as, in the judgment of the Board of Directors, most closely approximate in purpose the aims of the Association. If no vote is held on the dissolution of the Association as a corporation, any net assets shall become the property of the Town of New Shoreham. No member of the Association shall share in the distribution of the corporate assets upon dissolution of the Association, or shall by reason of his or her membership receive any funds from the Association.

Section 4. Reports

The Board of Directors shall file with the Secretary of State of the State of Rhode Island such reports as may be required by the General Corporation Law thereof and pay the requisite fees.

Section 5. Registered Representative

A registered agent for service of process will be on file with the Secretary of State.

Article VIII – Amendments

The Bylaws may be amended, repealed or altered in whole or in part and new bylaws may be adopted only by vote of a majority of members present and voting at an Annual Meeting or at a special meeting of the membership. The proposal for amendment shall be set forth in the call for the meeting at least two weeks prior to the date of the meeting.

August 17, 2017