BYLAWS OF THE WING FAMILY OF AMERICA, INC A NON-PROFIT CORPORATION ORGANIZED AT SANDWICH, MASS. JUNE 1902 ARTICLE I. NAME The name of this corporation shall be The Wing Family of America, Incorporated. ARTICLE II. PURPOSE The purpose of this corporation is to: A. Collect data and family history of the descendants of The Reverend John and Deborah Bachiler Wing, or their ancestors. B. Cement family social ties and fraternal relationships among members. C. Publish and disseminate information relative to family history. D. Acquire and hold for historical purposes real estate of historical family interest. E. Maintain a family memorial hall as depository for the historical archives of the corporation and to acquire real and personal estate sufficient for that purpose. F. Promote the holding from time to time of family reunions and gatherings. G. Act for the general betterment and advancement of The Wing Family of America, Incorporated. ARTICLE III. LOCATION The principal office of the corporation shall be in East Sandwich, MA. ARTICLE IV. MEMBERSHIP A. Any person satisfying the Wing Family of America, Inc. Genealogist that he or she is a lineal descendant of the Reverend John and Deborah Bachelor Wing may become a member by conforming to these bylaws and fulfilling the conditions imposed on members. Lineal descendant is defined as natural, acknowledged, or adopted. B. Spouses and stepchildren of Wings may enjoy limited membership by fulfilling the same requirements except that of direct descent. They may enjoy all social privileges of full membership and may vote on all maters except those pertaining to the bylaws. They may not hold elective office excepting that of District Representative. C. Offspring of stepchildren may not become members. This restriction, however, does not apply to memberships granted prior to June 1983, the date of acceptance of this amended bylaw. D. Individuals who rendered unusually beneficial service to the Wing Family of America, Inc. may be extended honorary membership, for a period of one year. Service so rendered shall be made a matter of record in the Minutes of the Board of Directors. They may enjoy all the social privileges of full membership and may vote on all matters except those pertaining to the bylaws. They shall not be entitled to hold any elected or appointed office. ARTICLE V. OFFICERS AND BOARD OF DIRECTORS A. The Board of Directors shall be composed of the ELECTED and APPOINTED OFFICERS and the District Representatives. B. The elected officers of this corporation shall be a President. Vice President, Eastern District Head, Western District Head, Recording Secretary, Corresponding Secretary, Treasurer, Historian and District Representatives as listed below. First District Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont Second District New York Third District Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia. Fourth District Florida, Georgia, North Carolina, South Carolina Fifth District Indiana, Illinois, Kentucky, Ohio Sixth District Alabama, Arkansas, Louisiana, Mississippi, Tennessee Seventh District Michigan, Minnesota, Wisconsin Eighth District Iowa, Kansas, Missouri, Nebraska, Oklahoma Ninth District Texas Tenth District Montana, North Dakota, South Dakota, Wyoming Eleventh District Arizona, Colorado, New Mexico, Utah Twelfth District Alaska, Idaho, Oregon, Washington Thirteenth District California, Hawaii, Nevada Fourteenth District Canada and other areas outside Untied States C. The APPOINTED OFFICERS of this corporation shall be Editor of The OWL, Assistant Editor of The OWL, Assistant Corresponding Secretary, Assistant Treasurer, Assistant Historian, Genealogist, Assistant Genealogist, Curator and Property Manager. D. Members who have contributed unusually beneficial service to the corporation may be elected as Honorary Directors, up to a limit of five at any one time. They made attend the meetings of the Board of Directors, but may not vote. E. Officers of the Wing Family, whether elected or appointed, shall serve without salary. ARTICLE VI. ELECTION AND TERM OF OFFICE A. Elected Officers All elected officers of this corporation, including honorary directors, shall be elected annually by a majority vote of the members and proxies present at an annual or adjourned annual meeting. Any officer who has held the same office for five consecutive years shall not be reelected to that office until after a lapse of two years. The five-year limitation does not apply to District Representatives. B. District Representatives 1. The Board of Directors shall establish Districts within the United States and may establish Districts outside the United States to carry out the purposes under Article II. The number and configuration of said Districts shall be determined by the Board of Directors The District Representatives shall be elected by a majority vote of the members and proxies present at an annual or adjourned annual meeting and shall hold office for a term of one year. They may succeed themselves. C. Appointed Officers Appointed Officers shall be appointed by the President at the Annual Meeting or adjourned annual meeting and shall serve for a term of one (1) year. If an Appointed Officer is appointed after an Annual Meeting or adjourned Annual Meeting, then such Appointed Officer shall serve until the next annual or adjourned annual meeting. D. Succession of Office 1. If any elected office becomes vacant due to death, removal or resignation, the Board of Directors shall have the power and authority to fill the vacancy, with the exception of the Presidency. In case of the death, removal, or resignation of the President or his replacement, the order of succession is as follows: Vice President, Eastern District Head, and Western District Head. 2. If an appointed office becomes vacant due to death, removal or resignation, the President shall have the power and authority to fill the vacancy. E. Concurrent Officers No officer may hold two concurrent offices at the same time. ARTICLE VII. DUTIES OF OFFICERS AND BOARD OF DIRECTORS The Board of Directors may, from time to time, establish policies setting forth in more detail the duties of elected and appointed officers. The duties of the officers shall include the following: Board of Directors: to hold a regular meeting at least once each year at such time and place as best assures a quorum; to have the direction and control of business interests of the corporation and to have the authority and power to take any action which will carry out or further the objects/objectives of this corporation as set forth in Article II of these bylaws. When the corporation is not in session, the Board of Directors shall have full power to transact any and all business of the corporation, with the exception of selling real estate or changing these bylaws. President: To call and preside at all annual or special meetings of the corporation and Board of Directors; to appoint officers with the advice of the Board of Directors; officers who are not elected, assistants to officers, and committee chairmen, including Annual Reunion Chairman, with the advice of the Board of Directors; and to perform such other duties as usually pertain to that office. The President shall be a member ex-officio of all committees except the Nomination Committee and have access to all records. The president shall have the authority to call and preside at all meetings of the Board of Directors. Vice President: Provide general coordination for the Annual Reunion; assume the duties of the President in the absence of that officer. Eastern District Head: Be a liaison with the District Representatives of Districts One through Seven and to receive reports from Representatives of District One through Seven for presentation at the Annual Meeting. Assume the duties of the President in the absence of the President and Vice President. Western District Head: Be a liaison with the District Representatives of Districts Eight through Fourteen and to receive reports from the Representatives of Districts Eight through Thirteen for presentation at the Annual Meeting; assume the duties of the President in the absence of the President, Vice President and Eastern District Head. Corresponding Secretary: to attend to the correspondence of the corporation; to keep current list of members of the corporation, together with their addresses; to send dues notices to all members at least thirty days before the expiration of their current membership; and to perform the usual duties of such office as naturally pertain to that office. Recording Secretary: to keep a record of all meetings of this corporation in a permanent file and distribute copies to all officers and directors; to attend to the correspondence relative to such meetings; and to perform the usual duties of such office, subject to the direction of the President. Treasurer: to receive and hold all dues and moneys of the corporation and to pay out the same upon proper authorization; to keep such books of account as shall be necessary, providing an accurate written report of receipts and expenditures at the Annual Meeting and all meetings of the Board of Directors. These records shall be subject to an annual audit by an Auditing Committee composed of three members, other than members of the Board of Directors. The Corporation shall pay the costs for a bond for the Treasurer District Representatives: to maintain contact with members in their areas, to encourage enrollment of eligible persons as members of the Wing Family of America, Inc., to act as liaison between the district and the Board of Directors. District Representatives of the First through Seventh Districts are to report to the Eastern District Head the activities in their districts. District Representatives of the Eighth through the Thirteenth District are to report to the Western District Head the activities in their districts. These reports are to be transmitted to the respective District Head thirty days prior to the Annual Meeting. Genealogist: to carry on research of the lines of descent from The Reverend John and Deborah Bachiler Wing; to publish from time to time such material in the Owl; to give genealogical assistance to prospective members when required; to determine eligibility of applicants for membership’ to forward to the Corresponding Secretary notice of acceptance. Accumulated genealogical records are to be regarded as the property of the corporation and are to be held in the Genealogists’ safekeeping, subject at any time to such disposition as may be the by the Board of Directors. Historian: to collect, receive and arrange all records and data pertaining to family history in books to be kept for that purpose, and to collect, receive and preserve all historical documents, written articles and photographs bearing upon the history of the descendants of the Reverend John and Deborah Batchelor Wing and their ancestors. To submit articles to the Owl for publication of matters of historical interest. Accumulated historical records, materials, and photographs are to be regarded as the property of the corporation and any materials not sent to the Fort House or other depository designated by the Board of Directors are to be held in the Historian’s safekeeping subject at any time to such disposition as may be directed by the Board of Directors. Editor of the OWL: to be responsible for the publication of the OWL and include in it such information pertaining to the Wing Family of America, Inc. and the descendants of the Reverend John and Deborah Bachiler Wing, and their ancestors, as should be permanently recorded. Curator: to catalog all gifts and purchases, including materials sent by the Historian; supervise their use, display and storage at the Wing Fort House; to inform the President of any newly acquired valuable articles that need to be insured. The Curator has the authority to accept gifts to The Wing Family of America, Inc. and to deaccess any items to which the Wing Family of America, Inc. does not wish to retain ownership as directed by the Board of Directors. Property Manager: to maintain and over-see the real property, land and buildings of the corporation and perform such other services as directed by the Board of Directors. Assistant Officers: to assist their respective officers in duties as may be delegated and to perform the duties of their respective officers in their absence. ARTICLE VIII. COMMITTEES The President or Board of Directors may appoint committees to assist in the purposes and objectives of the corporation, which committees shall perform such functions and make such reports as the President or Board of Directors shall determine and define. ARTICLE IX. MEETINGS A. The Annual Meeting of this corporation shall be held each year during the Annual Reunion of The Wing Family of America, Inc. at a place to be determined by the Board of Directors. If in any year there is no Annual Reunion of said family, the Annual Meeting may be held at any time and place specified by the Board of Directors. Due notice of the meeting shall be sent to all members by mail at least thirty-days (30) before said meeting. B. Special meetings of the corporation may be called at any time and place the Board of Directors may decide, at least two weeks notice being given. Special meetings of the Board of Directors may be called by the President or by Five Directors upon due notice. C. A meeting of the Board of Directors shall be held following the Annual Meeting at each Reunion. ARTICLE X. DUES A. The annual dues of the members of this corporation shall be established by the Board of Directors and shall be announced no later than ninety- (90) days prior to the date of the Annual Meeting. The Board of Directors shall determine the manner in which notice of dues and the collection shall take place. B. Members in arrears for more than two years who do not respond to the Corresponding Secretary shall be dropped from the membership rolls. C. Every new member shall pay a one-time registration fee of an amount to be established by the Board of Directors. Membership shall include a subscription to the OWL. All dues received shall be forwarded to the Treasurer on or before the first day of July of each year. The annual term of membership shall be from July 1 to June 30 of the following year. ARTICLE XI. FINANCIAL YEAR The financial year of the corporation shall end May 31st and all reports shall be made up to and include that day. ARTICLE XII. QUORUM Twenty-five (25) of the members present at an Annual Meeting shall constitute a quorum. Five members shall constitute a quorum for the transaction of business by the Board of Directors. ARTICLE XIII ADMENDMENTS These bylaws may be amended by a vote of three-quarters (3/4) of those present or voting by proxy at an annual meeting or special meeting of the corporation, provided that a statement of any change proposed shall have been inserted into the notice of the meeting. ARTICLE XIV. RULES OF PROCEDURE The proceeding of this corporation and all matters not covered by the articles of incorporation and bylaws shall be governed by Robert’s Rules of Order, newly revised. As Revised June 1980 June 1983 June 1984 June 1997 June 2004 June 2006 June 2007 E. And June 2008 |