Part One: Bylaws of the Claflin Family Association
1.1 Name. The name of this organization shall be the Claflin Family Association, hereinafter called the Association.
2.1 Purposes. The purposes of the Association shall be to:
2.1.1 Hold annual Claflin Family reunions,
2.1.2 Promote friendships among members of the Claflin Family,
2.1.3 Inform the membership about the genealogy and history of the Claflin Family in
America since 1650,
2.1.4 Collaborate with others in informing the membership about the genealogy and
history of the Clan MacLachlan of western Scotland, and generally about
Scottish geography, history, and culture,
2.1.5 Grant funds for the advancement of education, public health, or historic
preservation.
3.1 Members. The following are members of the Association:
3.1.1 Persons who were members of the Association on the date of the adoption of
this bylaw revision,
3.1.2 Persons who are lineal descendants of the Robert MacLachlan who was
accepted as a townsman in Wenham, Massachusetts in 1661, their spouses,
widows, and widowers,
3.1.3 Others with an interest in or a connection to the Claflin Family, upon approval of
their application for membership, made in writing to the Secretary and stating
their interest in or connection to the Claflin Family.
3.2 Active Members. Active members are those members whose present mailing addresses
are listed in the records of the Association, who are 16 years of age and older, and who
are up to date with such dues payments as may be set from time to time by the
Association.
3.3 Inactive Members. Inactive members are those members whose present mailing
addresses are unknown, who are 15 years of age or younger, or whose dues payments
are not up to date.
3.4 Transfer of Status. An Inactive member shall acquire or resume Active membership
status upon his/her informing the Secretary of his/her present mailing address, upon
reaching the age of 16, and upon his/her payment of such dues as may be set from time
to time by the Association. An Active member on his/her request shall be transferred to
Inactive membership status.
3.5 Participation in Business Affairs of the Association. Active members shall have the right
to participate fully in the business affairs of the Association; Inactive members shall not
participate in the business affairs of the Association.
4.1 Annual Business Meeting. The annual business meeting of the Association shall be held
during the last week of July within the Commonwealth of Massachusetts or elsewhere in
the United States. The Association shall select the date, time, and place for a future
meeting during an annual business meeting. In the absence of such selection, the
Executive Board shall select the date, time, and place of the annual business meeting
and shall notify the Active members as quickly as expedient as to this selection.
4.2 Special Meetings. Special meetings of the Association may be called by the President,
and shall be called by the President upon the written request of 20 Active members. No
business other than that stated in the meeting notice shall be conducted at a special
meeting.
4.3 Notice. The Secretary shall mail written notice of meetings of the Association to all Active
members not less than 30 days in advance of such meetings. Such notice may also be
posted on the website of the Association.
4.4 Content of Notice. Notice of meetings of the Association, additional to stating the date,
time, and place, shall include the agenda for the meeting and shall identify the substance
of any special business to be dealt with, the substance of any proposed bylaw
amendments, and the names of any nominees for officer or Executive Board member.
4.5 Agenda. The agenda for annual business meetings shall include the following: call to
order; approval or disposition of the minutes of previous meetings; reports of officers;
reports of standing and special committees other than the Nominating Committee; the
report of the Nominating Committee and the elections of officers and members of the
Executive Board, hereinafter called the Board; unfinished business; new business
including the locations of future annual business meetings; announcements; and
adjournment.
4.6 Agenda and the Friends of the Claflin Family Association. A portion or portions of the
annual business meeting may be devoted to reports or affairs of the Friends of the Claflin
Family Association, hereinafter called the Friends. Such reports shall be made and such
reports and affairs shall be acted upon separately from the reports and affairs of the
Association.
4.7 Quorum and Vote Required. Twenty-five Active members shall constitute a quorum for
meetings of the Association for the transaction of business. Unless otherwise specified
herein or by parliamentary authority, a majority of the legal votes cast shall be required
for the adoption of motions and for the election of officers or members of the Board.
Voting by proxy shall not be permitted.
5.1 Elected Officers. The elected officers of the Association shall be a President, a Vice
President, a Secretary, and a Treasurer.
5.2 Election and Terms of Service. Elected officers shall be elected in accordance with the
provisions of Article 13, for terms of one year and shall serve until their successors have
been elected.
5.3 Duties.
5.3.1 The President shall be the legal head of the Association; he/she shall call and
preside at business meetings of the Association and the Board. Subject to the
approval of the Board, he/she shall appoint (a) the chairs and members of
standing and special committees and (b) the appointed officers of the
Association. He/she shall carry out the directives of the Association and the
Board and shall perform all other duties required herein or customary to the
office. The President shall be a consultant member (without vote) of all standing
and special committees other than the Audit Committee and the Nominating
Committee; he/she may delegate this function for some committees to the Vice
President.
5.3.2 The Vice President shall assume the duties of the President in the event of
his/her absence, incapacity, or resignation. He/she shall assist in managing
Association activities as requested by the President and shall perform all other
duties required herein or customary to the office. At the request of the
President, the Vice President shall be a consultant member (without vote) of
various standing and special committees other than the Audit Committee and
the Nominating Committee.
5.3.3 The Secretary shall prepare minutes of business meetings of the Association,
and of the Board, shall enter them into a minute book, shall enter corrections
approved by the Association or the Board, and when approved shall sign and
date the minutes as being approved. He/she shall prepare and keep up to date
a list of the Active members of the Association; shall prepare and send required
notices of meetings; and shall perform all other duties required herein or
customary to the office. Except as provided in section 5.6.1, the Secretary shall
(a) keep the corporate records of the Association and (b) within 30 days
following an annual business meeting, or as otherwise required, shall prepare
and submit to the Secretary of the Commonwealth of Massachusetts such annual reports as are required by the Secretary of the Commonwealth.
5.3.4 The Treasurer shall be responsible for the collection, safekeeping, and
expenditure of the funds of the Association in accordance with these bylaws
and procedures and rules adopted by the Board and approved by the
Association. He/she shall report briefly on the finances of the Association at
meetings of the Board and shall submit annual financial reports to the Audit
Committee and to the annual business meetings of the Association in
accordance with the provisions of section 12.5. He/she shall be an ex officio
member of the Finance Committee, participating with that committee in
preparing annual budgets and in managing the invested funds of the
Association.
5.4 Appointed Officers. The appointed officers of the Association shall include a Resident
Agent (in the event that the Secretary does not reside within the boundaries of the
Commonwealth of Massachusetts), a Webmaster, and a Liaison Officer, and may include
other officers as the Association or the Board may from time to time decide are needed to
fulfill the purposes and objectives of the Association.
5.5 Appointment and Terms of Office. Appointed officers shall be appointed by the President
subject to the approval of the Board and shall serve for terms of up to one year and until
their successors have been appointed.
5.6 Duties of Appointed Officers.
5.6.1 The Resident Agent shall (a) keep the corporate records of the Association and
(b) within 30 days following an annual business meeting, or as otherwise
required, shall submit to the Secretary of the Commonwealth of Massachusetts such annual reports as are required by the Secretary of the Commonwealth.
5.6.2 The Webmaster shall create and manage the website of the Association and
shall perform all other duties as directed by the Board, required herein, or
customary to the office.
5.6.3 The Liaison Officer shall work with members of the Association who are seeking
to create a local or regional chapter of the Association. He/she shall
communicate the concerns and desires of a local or regional group to the Board
and the concerns and decisions of the Board to a local or regional group.
5.6.4 The duties of other appointed officers shall be stated by the Board at the time of
their appointment.
6.1 Composition. The Board shall consist of the four elected officers and eight other persons
elected from the membership of the Association.
6.2 Election and Terms of Service. The election and terms of service of the elected officers
are described in section 5.2 and Article 13. The eight other Board members shall be
elected in accordance with the provisions of Article 13, for terms of two years, arranged
so that the terms of four of these eight shall expire annually.
6.3 Qualifications and Limitations.
6.3.1 All Board members shall be Active members of the Association.
6.3.2 No person shall serve in more than one elected position at one time.
6.3.3 At the completion of six years of continuous service on the Board in any
capacity, a Board member shall be ineligible to serve on the Board for a period
of one year.
6.3.4 No person shall serve on the Board at the same time as his/her spouse,
sibling, parent, or child.
6.4 Vacancies. Vacancies on the Board other than that of the office of President may be filled
until the next annual business meeting by the Board from a list of one or more names
submitted by the Nominating Committee.
6.5 Duties. Additional to attending meetings, Board members other than officers shall chair or
be a member of at least one standing or special committee.
6.6 Removal.
6.6.1 The Board may remove a member from his/her elected position for failing to
carry out the duties of his/her office, for not disclosing necessary information on
business matters, for entering into unauthorized agreements or making
unauthorized expenditures, or for misrepresenting the Board or its actions to
others.
6.6.2 The removal of a person from the Board shall follow a deliberate procedure that
provides the accused Board member adequate notice of removal proceedings,
a fair hearing, the right to counsel, and a reasonable opportunity to present a
defense.
6.7 Indemnification. As provided by the General Laws of the Commonwealth of
Massachusetts, the Association shall indemnify its elected and appointed officers and
other Board members and shall hold them harmless from any loss or reasonable
expense incurred in connection with their actions or omissions of actions which are made
or omitted in good faith and which are related solely to the performance of their duties as
officers and Board members.
7.1 Authority. The Board shall act only in accordance with the provisions of these bylaws and
the policies and procedures adopted by the Association or by the Board.
7.2 Responsibilities.
7.2.1 The Board shall guide and govern emergent matters that may arise between
annual business meetings.
7.2.2 The Board shall receive reports and review the work of the appointed officers
and of the standing and special committees throughout the year.
7.2.3 At its April meeting the Board shall receive the annual budget recommended by
the Finance Committee for the fiscal year beginning June 1, shall adopt an
annual budget for the fiscal year beginning June 1, and shall recommend this
annual budget to the Association for its approval at the annual business
meeting in July.
7.2.4 The Board may enter into contractual agreements for goods or services and
shall be the authorizing authority for expenditures of $500 or more.
8.1 Regular Quarterly Meetings. The Board shall hold regular quarterly meetings in the final
two weeks of October, January, April, and July. In the event of holidays or weather-
related emergencies the Board shall hold these meetings in the succeeding week.
8.2 Additional Regular Meeting. Immediately following the annual business meeting, the
Board shall meet (a) to set its meeting schedule for the year, (b) to approve the
appointments of the appointed officers and of the chairs or temporary chairs and
members of the standing and special committees, (c) to lay out a plan of activities for the
coming year, and (d) to provide Active members the opportunity to address the Board on
any matter related to the Association.
8.3 Special Meetings. Special meetings may be called by the President and shall be called
by the President upon the request of four Board members. No business other than that
stated in the meeting notice shall be conducted at a special meeting.
8.4 Attendance. Board members may attend meetings either by being physically present or
by means of a conference telephone or similar communications equipment, whereby all
persons participating in the meeting can communicate with each other at the same time.
8.5 Open and Closed Meetings. Board meetings shall generally be open for observation by
Active members of the Association. The Board in its discretion may permit any Active
member of the Association to address the Board on particular matters or concerns. The
Board also in its discretion may, by majority vote, close a meeting to non-Board persons
to discuss and vote upon business of a personal or sensitive nature, such as disciplinary
action against an Active member or discussions of pending legal proceedings.
8.6 Notice. The Secretary shall mail written notice of meetings of the Board to all Board
members not less than 10 days in advance of regular meetings and not less than 20 days
in advance of special meetings. Notice by e-mail, receipt confirmed, may be substituted
for notice by regular mail.
8.7 Content of Notice. Notice of meetings of the Board, additional to stating the date, time,
and place, shall include the agenda for the meeting, the substance of any special
business to be dealt with, and the names of any nominees for election to vacant officer or
other Board positions.
8.8 Agenda. The agenda for regular quarterly Board meetings shall include the following: call
to order; approval or disposition of the minutes of previous meetings; reports of officers;
reports of standing and special committees; unfinished business; new business;
announcements; and adjournment.
8.9 Agenda and Friends of the Claflin Family Association. A portion or portions of regular
quarterly meetings may be devoted to reports or affairs of the Friends. Such reports shall
be made and such reports and affairs shall be acted upon separately from the reports
and affairs of the Association.
8.10 Quorum and Vote Required. A majority of the Board members then in office shall
constitute a quorum for the transaction of business. Less than a quorum may continue
a meeting from time to time without further notice; the Board members present,
however, shall make a conscientious effort to inform all absent Board members of the
date, time, and place of the continued meeting. Unless otherwise specified herein or by
parliamentary authority, a majority of the legal votes cast shall be required for the
adoption of motions and for the election of officers or members of the Board. Voting by
proxy shall not be permitted.
8.11 Conflict of Interest. A matter that accords a direct, personal or monetary benefit to a
Board member, or a member of his/her immediate family, which benefit is not shared in
common with other Active members, shall be deemed a conflict of interest. Directly
upon discovery, a Board member shall notify other Board members that an actual,
potential, or apparent conflict of interest exists. If the Board finds that an actual or
potential conflict of interest does exist, the conflicted person shall not be counted as part
of the quorum of a meeting while the matter is under discussion and shall not
participate in either the discussion of or the vote upon the matter in question.
9.1 Unless otherwise specified herein, committees shall consist of at least three Active
members of the Association, at least one of whom shall be a Board member. Board
members shall not serve on the Audit Committee or the Nominating Committee.
9.2 Committees shall make reports to the Board from time to time, advising the Board on their progress and on matters requiring action by the Board. Committees shall also make annual reports to the Association at its annual business meeting on their accomplishments and planned future directions.
9.3 Committees shall not commit the Association to contractual agreements for the provision of goods or services, shall not expend funds in excess of amounts provided them in the annual budget, and shall not make expenditures of $500 or more without the approval of the Board.
9.4 Association members shall not serve on Committees where an actual or potential conflict of interest exists. Among other conflicts of interest that shall be avoided: members of the Treasurer’s immediate family serving on the Audit Committee or the Finance Committee, nominees for office and members of their immediate families serving on the Nominating Committee or the Elections Committee, and applicants for scholarship aid or their immediate families serving on the Grants and Scholarships Committee.
9.5 Should an actual, potential, or apparent conflict of interest arise, the committee in question shall refer the matter to the Board; and the Board shall resolve the matter as it would for a conflict of interest arising in the Board.
Article 10. Standing Committees.
10.1 The following Standing Committees are hereby created: Audit, Finance, Membership,
and Nominating. Their responsibilities are defined in sections 10.3 through 10.6.
10.2 The following committees may be created as Standing Committees by the Association
or the Board: Elections, Fund Raising, Genealogy, Grants and Scholarships,
Newsletter, and Reunion. Their responsibilities are defined in sections 10.7 through
10.12.
10.3 Audit Committee. The Audit Committee (a) shall audit the books and the annual
financial report of the Treasurer for the preceding fiscal year and present its findings to
the Association at the annual business meeting, (b) shall make recommendations to the
Association on the handling of financial matters, and (c) shall, if it deems necessary or
prudent, recommend that the books and the reports of the Treasurer be audited by a
professional auditor.
10.4 Finance Committee. The Finance Committee (a) shall prepare an annual budget for the
Association in accordance with the provisions of Article 12, (b) shall advise the
Treasurer on matters of record keeping and reporting, (c) shall manage the invested
funds of the Association, including draws made to provide income for the annual
budget, and (d) if decided by the Board or the Association, shall obtain and keep current
a blanket bond covering all persons having access to the funds of the Association or of
the Friends.
10.5 Membership Committee. The Membership Committee (a) shall develop procedures for
accepting and approving applications for membership in the Association as provided in
section 3.1.3, (b) shall recommend these procedures to the Board for adoption and to
the Association for approval, (c) shall receive, consider, and make recommendations to
the Board on applications that have been received, and (d) shall assist the Secretary in
preparing and keeping up to date a list of Active and Inactive members of the
Association.
10.6 Nominating Committee. The Nominating Committee (a) shall prepare a slate of
nominees for officer and other members of the Board and forward this slate to the
Secretary six weeks in advance of the annual business meeting of the Association, (b)
shall inquire of prospective candidates concerning their qualifications for office and their
willingness to serve, and (c) shall present this slate to the annual business meeting of
the Association.
10.7 Elections Committee. In the event that the Association decides that elections shall be
conducted by mail, the Elections Committee (a) shall develop procedures for the
nomination and election of officers and other Board members by mail ballot, (b) shall
recommend these procedures to the Board for adoption and to the Association for
approval, (c) shall implement procedures adopted by the Board, making full use of the
slate prepared by the Nominating Committee and allowing for the nomination of other
persons by petition, and (d) shall act as Teller Committee, accepting ballots, counting
them, and reporting the results of elections to the Board six weeks in advance of the
annual business meeting of the Association.
10.8 Fund Raising Committee. The Fund Raising Committee (a) shall develop procedures for
the raising, handling, security, reporting, and transfer of funds to the Treasurer for the
purposes of the Association or of the Friends, carefully distinguishing the funds raised
for the Association from the funds raised for the Friends, (b) shall recommend these
procedures to the Board for its adoption and to the Association for its approval, and (c)
shall engage in a variety of fund raising projects approved by the Board.
10.9 Genealogy Committee. The Genealogy Committee (a) shall bring and keep up to date
the genealogy of the Claflin Family, (b) shall collect genealogical data concerning the
Claflin family, and (c) shall recommend to the Board forms of presenting and publishing
genealogical data.
10.10 Grants and Scholarships Committee. The Grants and Scholarships Committee (a)
shall develop procedures for making grants to institutions or organizations which work
for the advancement of education, public health, or historic preservation, (b) shall
develop procedures for advertising the availability of, making application for, and
granting scholarship aid to individual persons in need who are enrolled in an
accredited college or university, (c) shall recommend these procedures to the Board
for adoption and to the Association for approval, (d) shall receive and consider
applications for grants and scholarship aid in accordance with the approved
procedures, and (e) shall recommend to the Association for its approval the making of
grants to institutions or organizations and the granting of scholarships to individuals.
10.11 Newsletter Committee. The Newsletter Committee shall prepare, publish, and mail a
newsletter at times during the year most advantageous to the annual events and
program of the Association. The Newsletter shall, among other things, report the
business matters of the Board and Association, shall include announcements of
reunions and business meetings, and shall tell stories of human interest to Claflin
Family members.
10.12 Reunion Committee. The Reunion Committee (a) shall develop plans for reunions, (b)
shall recommend plans and reunion budgets showing proposed income and
expenditures to the Board for its approval, (c) shall manage reunions, and (d) shall
consider and recommend to the Board and Association the locations of one or more
future reunions.
Article 11. Special Committees.
11.1 Special committees may be created from time to time by the Association or the Board.
Their responsibilities shall be defined in the act of creating them.
12.1 Fiscal Year. The fiscal year of the Association shall be the twelve month period ending
May 31.
12.2 Annual Budget.
12.2.1 The proposed annual budget shall show income according to source, including
draws upon the invested funds of the Association, expenditures by category,
totals, and comparable figures for the present and previous fiscal years. The
proposed annual budget shall be balanced as to income and expenditure.
12.2.2 The proposed annual budget shall be recommended to the Board at its April
meeting, shall be adopted or modified and adopted by the Board, and shall be
recommended to the Association for approval or modification and approval at
the annual business meeting.
12.3 Draws upon Invested Funds.
12.3.1 Except as provided in section 12.3.2, draws upon the invested funds of the
Association shall not exceed 5% of the average value of the invested funds for
the three previous fiscal years.
12.3.2 Draws in excess of the amount described in section 12.3.1 shall be made only
upon the approval of the Association, which vote shall be the same as is
required to amend these bylaws.
12.4 Authorization to Make Expenditures.
12.4.1 Adoption of the annual budget by the Board shall constitute authorization to
make budgeted expenditures of less than $500.
12.4.2 Proposed expenditures in excess of the amounts budgeted shall be approved
by the Board or the Association, provided (a) the total budget is kept in
balance and (b) the limitations on draws on invested funds are complied with.
12.4.3 All contractual agreements for goods and services and all expenditures of
$500 or more shall be approved by the Board or the Association.
12.4.4 All checks and other orders for payment shall be signed by the Treasurer, or
by an Assistant Treasurer appointed by the Board. All contracts and other
financial instruments, which are authorized by the Board or the Association,
shall be signed by either the President or the Treasurer.
12.4.5 The Association may in its discretion pay all or part of the cost of the reunion
luncheon for Association members attending the annual business meeting. The Board may in its discretion pay from Association funds all or part of the non-alcoholic beverage and food expenses of Board members attending meetings of the Board. Otherwise, beverage, food, lodging, and travel expenses of Association members to attend Board or Association meetings shall not be paid by the Association.
12.5 Annual Financial Reports.
12.5.1 Annual financial reports for the previous fiscal year shall be presented to the
annual business meeting of the Association, detailing income, expenditures,
account balances, the status of invested funds, and the value of inventory
including miscellaneous items intended for sale.
12.5.2 Such annual reports shall be submitted to the Audit Committee within 30 days
following the completion of the fiscal year.
12.5.3 Annual financial reports submitted to the Association, if deemed in good order,
shall be received and placed on file.
12.5.4 Audit reports presented to the Association, if deemed in good order, shall be approved by the Association.
12.6 Annual Dues. Annual dues may be assessed upon members of the Association in such
amounts as are approved by the Association, which vote shall be same as is required to
amend these bylaws.
13.1 Nominations. Nominations for officer and other Board positions shall be made by the
Nominating Committee, submitted to the Secretary six weeks in advance of the annual
business meeting of the Association, and shall be presented to the Association at its
annual business meeting. The floor shall then be opened for other nominations, which
may be made by any Active member present.
13.2 Statements of Qualifications. One-minute statements regarding the qualifications and
abilities of nominees may be included in the report of the Nominating Committee, and
shall be permitted the makers of nominations from the floor.
13.3 Elections. Elections, other than contested elections, may be conducted by voice vote; in
the case of contested elections, voting shall be by written ballot.
13.4 Teller Committee. In the event of contested elections the President shall appoint the
chair and members of a Teller Committee, none of whom shall have an immediate
family interest in the outcome of the election.
13.5 Special Rules. Should no candidate receive a majority of the legal ballots cast,
additional votes shall be taken. In such event the Active members present may adopt
special rules governing the election, for voting which may occur subsequent to the
impending vote.
13.6 Alternate Elections Procedures. If decided by the Association, mail nominating and
balloting procedures shall be created by the Elections Committee, recommended to the
Board for adoption and to the Association for approval. These procedures shall govern
the making of nominations and the elections that follow. Such procedures shall allow the
Active members of the Association reasonable notice and reasonable time for all of the
steps of the procedures to be complied with.
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13.7 Effective Dates of Terms. Persons elected by either procedure in this Article shall take
office at the conclusion of the annual business meeting of the Association and shall
serve until the conclusion of the annual business meeting which ends the terms to
which they were elected, or until their successors have been elected.
14.1 Organization. Members of the Association who are living in a local or regional area and
wish to organize as a local or regional chapter of the Association, may organize as such
and apply for recognition by the Association. Such chapter shall be known as the
“___________ Chapter of the Claflin Family Association.”
14.2 Notification and Chapter Bylaws. The proposed chapter is requested to notify the
Association of its intentions and to submit a copy of its proposed chapter bylaws.
14.3 Chapter Bylaws.
14.3.1 Shall include the title or name of the chapter and a description of the
boundaries or area covered by the chapter.
14.3.2 Shall state that Active members of the Association residing in the chapter area
shall be Active members of the chapter and that Inactive members of the
Association residing in the chapter area shall be Inactive members of the
chapter.
14.3.3 Shall state that Active chapter members may participate fully in the business
affairs of the chapter and that Inactive members shall not.
14.3.4 Shall not be inconsistent with the bylaws of the Association.
14.3.5 Shall create an open, orderly, and democratic structure of governance,
appropriate to the purposes of the chapter.
14.4 Application and Recognition.
14.4.1 Upon the Board’s acceptance of the proposed bylaws, the proposed chapter
shall submit an application for recognition, which shall include: (a) a copy of
the bylaws adopted by the chapter and (b) the names and addresses of
chapter officers and other chapter board members who have been elected by
the chapter.
14.4.2 If deemed in good order, the application shall be approved by the Board and
confirmed by the Association.
14.5 Association and Chapter Responsibilities.
14.5.1 The Association shall support the recognized chapter by providing such
information, up-to-date mailing lists, and financial appropriation as the
Association may deem to be within its capabilities and resources.
14.5.2 The chapter shall welcome out-of-area Association members on the same
basis as chapter members to chapter events and activities (other than
business meetings) which are financially supported by the Association.
14.5.3 The chapter shall submit an annual report of its activities and finances to the
Board. Such report shall include an up-to-date list of the names and
addresses of chapter officers and other chapter board members.
15.1 The current edition[1] of The Standard Code of Parliamentary Procedure shall govern the
Association in all parliamentary situations not otherwise governed by law, the articles of
organization, these bylaws, or adopted procedures or rules.
16.1 The Board may, from to time, adopt and recommend to the Association for its approval,
procedures or rules governing nominations and elections, scholarships or
other grants, or other matters.
Article 17. Records of the Association
17.1 Records of the Association shall consist of the Articles of Organization, these bylaws,
the minutes of meetings of the Association and the Board, procedures or rules adopted
by the Board and approved by the Association. names and street addresses of the
members of the Association, certificates granted by governmental bodies, annual
financial reports of the Treasurer, annual audit reports, and such other matter as may
bear upon the legal status of the Association.
17.2 Association records shall be kept by the Secretary of the Association, provided he/she
resides within the Commonwealth of Massachusetts, and shall be available for
examination by any Active member.
17.3 In the event that the Secretary does not reside within the Commonwealth of
Massachusetts, Association records shall be kept by the Resident Agent, and shall be
available for examination by any Active member.
17.4 These bylaws and adopted procedures and rules shall be kept up to date, and up-to-
date copies shall be made readily available to members of the Association.
.
18.1 These bylaws may be amended at an annual business meeting of the Association, or at
a special meeting of the Association called for that purpose.
18.2 Notice of proposed amendments shall be included in the required notice of the meeting
at which they shall be considered, at the least specifying the substance of the
amendments proposed and informing Association members how they may view or
obtain copies of the proposed wording changes.
18.3 The wording of proposed amendments shall be made directly available to Active
members of the Association so requesting and may be posted on the Association
website.
18.4 Proposed bylaw amendments may themselves be amended at the meeting at which
they are being considered, but no amendments to proposed bylaw amendments shall
be considered which cannot be reasonably inferred from the notice already given.
18.5 Adoption of proposed bylaw amendments shall be either by two-thirds vote of the legal
ballots cast at an annual business meeting or special meeting of the Association, or by
majority vote of the legal ballots cast in a mail vote taken of the entire Active
membership of the Association.
18.6 These bylaws shall become effective upon their adoption, except that section 6.3.4
concerning members of immediate families serving on the Board at the same time shall
not apply to siblings serving on the previous governing body, until either of them shall
have discontinued service on the Board.
19.1 In the event that the Association decides upon its dissolution, the Board shall file the
appropriate petition for dissolution in the supreme judicial or superior court of the
Commonwealth of Massachusetts and shall comply with all the laws and regulations of
the Commonwealth.
19.2 No assets of the Association shall accrue to any member of the Association.
19.3 The Board shall request the judicial court to consider Claflin University, Orangeburg,
South Carolina; Boston University, Boston, Massachusetts; and the Wenham Historical
Society, Wenham, Massachusetts as potential recipients of any remaining assets of the
Association.
1.1 Name. The name of this organization shall be the Friends of the Claflin Family Association, hereinafter called the Friends.
2.1 Purpose. The purpose of the Friends shall be to raise and disburse funds for the
advancement of education, public health, or historic preservation.
2.2 Grants. In furtherance of section 2.1, the Friends shall disburse funds to:
2.2.1 Institutions or organizations which work for the advancement of education,
public health, or historic preservation,
2.2.2 Individual persons in need of scholarship aid who are enrolled in an
accredited college or university.
3.1 Membership, Officers, Governing Body. The membership, officers, and governing body
of the Friends shall be the same as the membership, officers, and governing body of
the Claflin Family Association, hereinafter called the Association.
3.2 Governance. Except as provided in Article 4, the governance of the Friends shall be the
same as the governance of the Association.
4.1 Annual Budgets. Annual budgets of the Friends shall be prepared, recommended, and
acted upon separately from the annual budgets of the Association.
4.2 Funds. All monies raised or collected by the Friends, prior to their disbursement, shall
be kept in distinct, segregated accounts or financial instruments, separate from the
accounts and financial instruments of the Association.
4.3 Draws upon Invested Funds. Draws upon the invested funds of the Friends may be made
without limitation for the purpose of awarding grants or scholarships.
4.4 Meetings. Annual business meetings of the Friends may be included as a portion or
portions of the annual business meetings of the Association. Meetings of the governing
body of the Friends may be included as a portion or portions of meetings of the
governing body of the Association.
4.5 Reports. Annual reports of the Friends required by the Secretary of the Commonwealth
of Massachusetts and other annual reports shall be prepared and acted upon separately
from annual reports of the Association.
4.6 Treasurer’s and Audit Committee Reports. Treasurer’s and Audit Committee Reports of
the Friends shall be prepared and acted upon separately from the Treasurer’s and Audit
Committee Reports of the Association.
[1] In 2005 the current edition of The Standard Code of Parliamentary Procedure was the Fourth Edition, revised by the American Institute of Parliamentarians, McGraw-Hill, New York, 2001, $14.95.