ALN BYLAWS (2015)

ALLIANCE FOR A LIVABLE NEWPORT

(AMENDED TO June 2015)
BYLAWS ALLIANCE FOR A LIVABLE NEWPORT (AMENDED TO June 2015) 

ARTICLE 1 – OFFICES

Section 1.  Principal Offices

The principal office of the corporation is located in Newport County, State of Rhode Island.

Section 2.  Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

ARTICLE 2 – NONPROFIT PURPOSES

Section 1.  IRC Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code.

Section 2.  Specific Objectives and Purposes

The specific objectives and purposes of this corporation shall be to preserve, protect, and improve the quality of life in Newport by focusing public attention and awareness on critical issues related thereto and by stimulating discussion and cooperation between public and private sectors in order to resolve these issues.

ARTICLE 3 – DIRECTORS

Section 1.  Number

            The corporation shall have at least seven (7) and at most eighteen (18) directors and collectively they shall be known as the Board of Directors.

Section 2.  Qualifications & Meeting Attendance

            Directors shall be of the age of majority in the State of Rhode Island, and shall be a Member of the corporation, as further defined below.  Elected representatives of any city, state or federal office are not eligible for a Director position.

            Ten (10) of the director positions on the Board of Directors shall be apportioned among the neighborhood associations of Newport, Rhode Island.  Incumbents must be a member of the neighborhood association to which the position is assigned and will be deemed to represent that neighborhood association at meetings of the Board.  One of the director positions on the Board of Directors shall be apportioned to the Newport County Chamber of Commerce (NCCC).  The incumbent must be approved by the NCCC administration to represent NCCC at meetings of the Board.  The remaining seven (7) director positions will be considered at-large positions.

Section 3.  Powers

Subject to the provisions of the laws of the State of Rhode Island and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 4.  Duties

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their electronic mail addresses with the Secretary of the corporation, and notices of meetings electronically mailed to them at such addresses shall be valid notices thereof.

Section 5.  Term of Office

            Each director shall hold office for a period of one (1) year and until his or her successor is elected and qualifies.  However, if a director fails to attend five (5) regular and special meetings (see Sections 8 and 9 following) during a term of office, he or she will be deemed to have vacated his or her directorship, unless the Board of Directors finds there were extenuating circumstances and waives this meeting attendance requirement.

Section 6.  Compensation

Directors shall serve without compensation except for reasonable advancement or reimbursement of expenses incurred in the performance of their duties”.  In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 7.  Place of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

Section 8.  Regular Meetings

Regular meetings of directors shall be held at 6:30 p.m. on the third Monday of each month, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour on the next business day.  However, the board may agree to change the time and/or date of a regular meeting by a majority vote at a regular or special meeting preceding that scheduled regular meeting.

Section 9.  Special Meetings

Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, by any four (4) directors acting in concert, or, if different, by the persons specifically authorized under the laws of the State of Rhode Island to call special meetings of the board.  Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

Section 10.  Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

(a) Regular Meetings. No notice need be given of any regular meeting of the Board of Directors.

(b) Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the Board of Directors.  Such notice may be oral or written, may be given personally, or by electronic mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.  In the case of electronic mail notification, the director to be contacted shall acknowledge personal receipt of the electronic mail notice by a return electronic mail within forty-eight hours of the first electronic mail transmission.

(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of the State of Rhode Island, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 11.  Quorum for Meetings

A quorum shall consist of five (5) of the members of the Board of Directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 12.  Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 13.  Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting.  The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

Section 14.  Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, (2) when a director is deemed to have abandoned his or her office as provided in Section 5, and (3) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.  No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State of Rhode Island.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the State of Rhode Island.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors.  If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director.  A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

Section 15.  Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 16.  Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the State of Rhode Island.

Section 17.  Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Article  4 – Officers

Section 1.  Designation of Officers

The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer.  The corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.

Section 2.  Qualifications

Any person who is duly elected member of the Board of Directors, as defined above, may serve as officer of this corporation.

Section 3.  Election and Term of Office

Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 4.  Removal and Resignation

Any officer may be removed, either with or without cause, by the Board of Directors, at any time.  Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

Section 5.  Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors.  In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.  Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6.  Duties of President

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers.  He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.  The President shall preside at all meetings of the Board of Directors and at all meetings of the members.  Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

Section 7.  Duties of Vice President

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.  The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

Section 8.  Duties of Secretary

The Secretary shall:

Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.

Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director or Executive Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 9.  Duties of Treasurer

The Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Article  5 – COMMITTEES

Section 1.  Steering Committee

            The Board of Directors may, by a majority vote of its members, designate a Steering Committee consisting of the four principal officers of the corporation, as well as the chairs of any committees deemed appropriate, as well as representatives of neighborhood associations deemed appropriate, and may delegate to such committee the powers and authority of the board in the determination and oversight of the corporation’s involvement in public issues, to the extend permitted, and except as may be otherwise provided, by provisions of law.

            By a majority vote of its members, the board may at any time revoke or modify any or all of the Steering Committee authority so delegated, increase or decrease, but not below four (4), the number of members of the Steering Committee, and fill vacancies on the Steering Committee from the members of the board and the membership.  The Steering Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2.  Standing Committees

            The Board of Directors will create Standing Committees as required under the objectives of the then-current strategic plan.   These committees may consist of persons who are not members of the Board and who will act in an advisory capacity to the Board.  Each Committee will be chaired by a member of the Board and will include the Executive Director as an ex-officio member.

Section 3.  Executive Director

            The Executive Director is responsible to the Board of Directors and, if so delegated, to the Steering Committee. The Executive Director is an independent contractor hired to oversee the day to day administration of the Corporation.  Duties include, but are not limited to, general fund raising, developing and implementing programs for public meetings, assuring quantity and quality of public communications and developing interfaces to public interest organizations who have goals similar to those of the Corporation.  The Executive Director will be a member of all Standing Committees.  These duties can be modified by the Board of Directors and, if so delegated, by the Steering Committee.

Section 4.  Meetings and Actions of Committees

Meetings action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees maybe fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations as to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws

Article  6 – Execution of Instruments, Deposits And Funds

Section 1.  Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2.  Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and, if exceeding one thousand dollars ($1000.00) in value, countersigned by the President of the corporation.  All Expenditures in excess of $500 will be approved in advance by the Board of Directors.

Section 3.  Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4.  Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Article 7 – Corporate Records, Reports And Seal

Section 1.  Maintenance of Corporate Records

The corporation shall keep at its principal office:

(a) Minutes of all meetings of directors, committees of the board and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its members, if any, indicating their names and addresses and the class of membership held by each member and the termination date of any membership;

(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

Section 2.  Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal.  Such seal shall be kept at the principal office of the corporation.  Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3.  Directors’ Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Section 4.  Members’ Inspection Rights

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

(a) To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand.  The demand shall state the purpose for which the list is requested.  The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.

Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Section 5.  Right to Copy and Make Extracts

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 6.  Periodic Report

The board shall cause any annual or periodic report required under law to be prepared and delivered within the time limits set by law.

Article 8 – IRC 501(c)(3) Tax Exemption Provisions

Section 1.  Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2.  Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3.  Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Rhode Island.

Section 4.  Additional Provisions

a.  The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

b.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2)  of the Internal Revenue Code, or corresponding section of any future federal tax code.

c.  Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 9 – Amendment Of Bylaws

Section 1.  Amendment

Subject to the power of the members of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

Article 10

Construction And Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the founding document of this corporation filed with the office of Secretary of State for the State of Rhode Island and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Article 11 – Members

Section 1.  Determination and Rights of Members

            The corporation shall have two (2) classes of members both of whom will have full voting rights. 

(a) Member – Dues of $20.00 through $99.99 per year.

(b) Sustaining Member – Dues of $100.00 or more per year.

Section 2.  Number of Members

There is no limit on the number of members the corporation may admit.

Section 3.  Membership Book

The corporation shall keep a membership book containing the name and address of each member.  Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership.  Such book shall be kept at the corporation’s principal office.

Section 7. Dues

            Dues are payable annually to maintain status as a member.  Renewal dues are payable annually on or before the last day of the first month of the calendar quarter in which the member’s first annual dues payment was made.

Section 8.  Nontransferability of Memberships

No member may transfer a membership or any right arising therefrom.  All rights of membership cease upon the member’s death.

Section 9.  Termination of Membership

The membership of a member shall terminate upon the occurrence of any of the following events:

(1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by electronic mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

(2) Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or electronically mailed to such member by the Secretary of the corporation.  A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.

(3) After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.  Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

Article 12 – Meetings of Members

Section 1.  Place of Meetings

Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.

Section 2.  Annual Meeting

The Annual Meeting of members shall be held on the first Monday of April at 6 P.M., for the purpose of electing directors and transacting other business as may come before the meeting.  The candidates put forth by the Nominating Committee and receiving and receiving the highest number of votes for the available positions shall be appointed, however,individuals appointed by their Neighborhood Associations will be automatically installed as directors.  Each voting member shall cast one vote, with voting being by ballot only. 

If the day fixed for a Annual meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.

Section 3.  Special Meetings of Members

Special meetings of the members shall be called by the Board of Directors or the President of the corporation, or, if different, by the persons specifically authorized under the laws of the State of Rhode Island to call special meetings of the members.

Section 4.  Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by electronic mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting.  If electronically mailed, such notice shall be deemed delivered when sent to the member at his or her electronic mail address as it appears on the records of the corporation.

The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of the State of Rhode Island, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 5.  Quorum for Meetings

A quorum shall consist of ten (10) of the voting members of the corporation.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 6.  Majority Action as Membership Action

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

Section 7.  Voting Rights

Each voting member is entitled to one vote on each matter submitted to a vote by the members.  Voting at duly held meetings shall be by voice vote.  Election of Directors, however, shall be by written ballot.

Section 8.  Action by Written Ballot

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any Annual or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter.  The ballot shall:

1. set forth the proposed action;

2. provide an opportunity to specify approval or disapproval of each proposal;

3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and

4. shall specify the date by which the ballot must be received by the corporation in order to be counted.  The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

Section 9.  Conduct of Meetings

Meetings of members shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting.  The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

Article  13 – ADVISORY BOARD

Section 1.  Appointment

            The Corporation shall have an Advisory Board, to be appointed on an annual basis, consisting of retired Directors and major Donors, as well as representatives of other community associations as deemed appropriate.  Any Director may propose a candidate for Advisory Board membership.  Members must be approved by a majority vote of the full Board of Directors.

The Board will invite the Advisory Board members to meet with it at least twice per year and may otherwise consult with any member on an as-needed basis.

Addendum:

Alliance for a Livable Newport

Policy Statement on Use of the Email List

  1. The Alliance for a Livable Newport list of members’ and subscribers’ email addresses is for the exclusive use of the organization and will not be shared with any individual or other organization.

  2. Use of the email list to publicize events, programs and public positions of individuals or other organizations, in a mailing separate from a mailing of ALN’s on the same or a related topic, may occur only with the approval of a majority of the Officers.

Adopted by a vote of the Board of Directors on June 29, 2015.

Adoption of Bylaws

We, the undersigned, are all of the directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of seventeen (17) preceding pages, as the Bylaws of this corporation.

Dated: __________

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