BY LAWS (Revised and Amended: September 28, 2024)
The name of the corporation is Block Island Residents Association, Inc., a non-profit 501(3c), located at P.O. Box 456, Block Island, Rhode Island 02807.
The purposes of the Association are to serve as an advocate for community, cultural, recreational and social issues, to advance the civic interests of Block Island, and to aid its members in achieving the fullest enjoyment of its unique natural advantages.
General members. Upon payment of dues, any year-round or seasonal individual residing on Block Island shall become a member of the Association with all the privileges that pertain thereto.
The Board of Directors shall have the power to set annual dues.
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.
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 or e-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.
Twenty-five members of the Association shall constitute a quorum for the transaction of business at the annual or any special meeting.
At annual or special meetings each member in good standing shall be entitled to cast one vote.
The business and property of the Association shall be managed and controlled by the Board of Directors. Directors shall be regular members of the corporation. The Board of Directors may and shall exercise all the powers of the Corporation except such as are by law, by the Articles of Incorporation, or by these By-Laws expressly conferred upon or reserved to the members or a designated officer.
The Board of Directors shall consist of up to fifteen members elected from the membership of the Association. Up to six shall be elected at each Annual Meeting, to terms of three years duration beginning at the time of election.
Directors should generally not serve more than two consecutive three-year terms. The Board of Directors may, from time to time as it sees fit, vote to allow a board member to be eligible to serve for an additional term of up to three years when it deems it is in the best interests of BIRA to do so.
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 chair of the nominating committee will be appointed by the President. 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.
A director may resign by written notice to the Board of Directors. A director may be removed by vote of two thirds of the Board of Directors.
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 nominating committee presents candidates. The person so elected can be re- elected and serve two full terms as defined in Section 2 above.
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.
A majority of the Board of Directors shall constitute a quorum including those members who call in. No proxy votes will be permitted.
The Board of Directors may constitute such committees as it may from time to time 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.
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.
The officers of the Association shall be a President, one or more Vice Presidents (one of whom, 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.
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 two thirds of the full Board of Directors. Any vacancy in the officers may be filled by the Board of Directors.
The Board of Directors may employ such persons as it deems necessary to carry out any activity in which the Association may be engaged.
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.
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.
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.
A registered agent for service of process will be on file with the Secretary of State.
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.
REVISED AND AMENDED
September 28, 2024