THE TRACY REUNION ASSOCIATION, INC. BY-LAWS
Revision-A August 21,2011
I NAME
A. The name of the organization shall be The Tracy Reunion Association, Incorporated, hereafter referred to as the association.
II ORGANIZATION
A. The Association shall be composed of active members, inactive members. a Board of Directors, Board of Trustees, and other committees as may be formed from time to time. The Registered Office and Agent is the Secretary of the Board of Trustee’s all changes should be accomplished within 30 days. The annual report will be filed by the secretary before May 30 of each year. If a 990N,990T or 1120 is required to be filed with the IRS the secretary will accomplish at the proper time.
B. The fiscal year shall run from Aug 1st to Jul 31st.
C. No one person can hold more than two offices as voted upon by the members. These offices are identified as President, Vice President, Secretary, Treasurer and all Trustee’s.
III OBJECTIVES AND PURPOSES
A. The object of the association is to promote fellowship among the descendants of the Tracy settlers in America: To help one another in living up to the best that has come down from our ancestors; collect all statistics and preserve the land of the Tracy family and its traditions.
B. To enhance the possibility that more Tracy’s would camp and enjoy the Tracy Land in Gouldsboro Maine.
C. To formulate and develop the institutions which may serve as the platform in pursuit of these and other goals as may be designated by the General Membership.
IV MEMBERSHIP
A. General membership as members in the association shall be open to the descendants of William Tracy 1040, their spouse and children. Only descendants of Jonathan Tracy 1762 Gouldsboro Maine can hold officer positions. General category of membership shall be of two types: Active Voting and Inactive Non-Voting. Active Voting are those members and their spouses, in good-standing over the age of 18 and dues is paid, in whose name the membership is recorded. All other regular members are Inactive Non-Voting members and are so recorded.
B. Other categories of membership may be offered from time to time under special or exceptional condition or as recommended by the Board of Directors.
V VOTING RIGHTS
A. Inactive membership shall have no vote on any matter.
B.. All trustees are allowed to vote at the quarterly meetings between the annual meetings.
C. Voting Rights of Members: Each member in good standing who attends an annual or special meeting of the members shall be entitled to one vote on each matter submitted to a vote of the members. Voting by proxy shall be permitted. The members shall have the right to vote only on the following matters:
1. Election of Officers.
2. The approval of the location for holding each subsequent annual meeting of the members upon the recommendation of the directors.
3. Amendment or restatement of the Articles of Incorporation or the Bylaws of the Corporation.
4. The approval of the sale, or other disposition (but not the mortgage or pledge) of all, or substantially all, of the assets and property of the corporation, the dissolution of the corporation, or its merger with or consolidation into another corporation.
5. Any other matter that is required or permitted by law, or that the directors determine to submit to a vote of the members.
VI GENERAL MEMBERSHIP
A. The active voting membership and the inactive members of the association shall constitute its general membership. Inactive members are non-voting members of the association.
VII REGULAR MEETINGS OF THE GENERAL MEMBERSHIP
A. There shall be a regular meeting of the general membership held once each year on the third Sunday of August.
B. Quarterly meetings shall be held in May, November and February each year centrally located in the State of Maine with a quorum of 6.
C. Special meetings may be convened upon the advice of the board of directors.
VIII PLACE OF GENERAL MEMBERHIP MEETING
A. The general membership shall, by consensus, determine the year and place of said meeting. Notice of this meeting (reunion) shall be sent after July first each year using the Tracy Point Newsletter by e-mail, website or regular mail.
IX QUORUM AT THE GENERAL MEMBERSHIP MEETING
A. A quorum for the conduct of all business at any meeting of the general membership of the association exists if the following conditions are met:
1). 45 active members present or by proxy.
X VOTING AND PRIVILEGES OF THE FLOOR
A. The vote of a active voting member shall be cast at any meeting of the general membership only in person or by a written proxy by another active member.
B. Only active voting members represented at the meeting by their presence or proxy will be counted in determining a quorum.
C. Issues voted on by the board of directors or membership cannot be over-ruled, altered or changed by any member(s) of the Board of Trustees.
XI ORDER OF BUSINESS
A. The board of trustees shall set the order of business for regular meetings. In the event that no such order of business be adopted,
the board of directors shall, by resolution, set the order of business for all such meetings.
B. The board of directors shall by resolution, set the order of business for special meetings.
C. In the event that no rule or procedure shall be adopted to cover any subject, formal consensus rules of procedure shall be controlling.
D. All transactions shall be in the best interest of the association legally voted on by the board of directors and active membership of the association, if required, whereby no one individual will have personal or adverse interest in such transactions.
XII BOARD OF DIRECTORS
A. The Board of Directors, also referred to as the Board, shall consist of;
1. No less than 3 directors or more than 12, appointed from active voting members in good standing with dues paid, from each of the family groups by the directors.
2. Each director shall serve a term of three years from the date of his/her selection or until his/her successor is appointed.
3. The president is considered a member of the board, but never can be considered chairman of the board.
4. A chairman will be selected by the board of directors from it‘s members.
XIII MEETINGS OF THE BOARD OF DIRECTORS
A. Regular meetings of the board will be held as follows:
1. As soon as practicable following the adjournment of the regular meeting of the general membership, and preferably at the same place or a place convenient thereto;
2. At such time and place as the board may, by resolution decide to meet.
3. Immediately before or at such time as may be practicable before regular meeting of the general membership and preferably at the same place or a place convenient thereto.
B. Special meetings of the board may be held at such time and place as may be designated by the President or Chairman of the Board.
C. Notice of the first regular meeting to be held following a regular general membership meeting may be given orally or in writing any time before such meeting is convened. Meeting announcements are made by or on authority of the chairman. An oral announcement of the time and place of such meeting made at the regular general membership meeting shall constitute sufficient notice. Notice of all other meetings shall be given in writing at least ten days in advance.
XIV POWERS OF THE BOARD OF DIRECTORS
A. The board of directors shall exercise all powers not forbidden to it. Its powers shall include all those necessary or proper for the effective functioning and operation of the association and the pursuit of its objectives and purposes. The powers of the Board shall be literally construed. The board shall guide and govern emergent matters that may arise between annual business meetings. The board shall receive reports and review the work of all officers and of the standing and special committees throughout the year. The board helps prepare the budget and reviews spending based on the budget. An annual audit of the finances will be conducted. The board appoints a nominating committee three months prior to election, to control the election process.
XV QUORUM OF THE BOARD OF DIRECTORS
A. One-half of the directors then holding office, shall constitute a quorum of the board for any and all purposes at regular or special meetings. A majority vote of those present shall be sufficient to carry all motions. The Board shall adopt such rules of conduct and order of business as it sees fit.
XVI OFFICERS OF THE ASSOCIATION
A. The Officers of the Association shall consist of a President, Vice- President, Secretary, Treasurer, and 5 Trustees, each of whom shall be elected by the active membership from their own number to serve for a two year period.
B. The Officers and Trustee’s of the Association shall constitute the Board of Trustees. The Board of Trustee’s shall operate under broad mandate from the Board of Directors to conduct the day-to- day association business. A quorum will be 6 or more people.
C. Each of the officers of the association shall have the powers to perform the functions customarily held and performed by persons holding similar offices and such other powers and functions as may, from time to time, be vested in them by resolution of the Board of Director’s.
D. Routine affairs of the association shall be entrusted to the Board of Trustees during the intervals between reunions. The Board of Trustees shall not pledge the association to any new policies, such action requires a vote of the Board of Directors. The treasurer shall pay bills, as presented, in a timely manner.
E. The Association shall have such other officers, such as historian, and land coordinator, as may be determined by the board of directors, who serve at the pleasure of the board upon such terms and conditions as may be agreed and allowed to vote at all meetings.
F. All officers shall serve, unless they shall resign or be removed from office, until their successor has taken office.
XVII RESIGNATION OR REMOVAL OF OFFICERS AND DIRECTORS
A. Any officer or director may resign by presenting a written resignation to the board of directors.
B. Any officer may be removed from office at any time by a two-thirds vote of the board of directors.
C. If a vacancy shall occur in the office of the President, the Vice- President shall become president. If there is no vice president, the vacancy shall be filled by majority vote of the board of directors until the next election.
XVIII DUES AND FEES
A. The board of directors will establish assessments, and from time to time set and adjust dues and initiation fees as may seem, in its discretion, fair and equitable. Present fees are active members $10.00 per person over 18 annually paid by April 1st.
XIX COMMITTEES
A. The board of directors and president may, from time to time, appoint such committees as it shall deem advisable, to serve at its pleasure. Such committees shall be of a size and composition determined by the board of directors. All committee reports should be given to the vice president before August 1st each year for discussion at the reunion.
XX PUBLICATIONS
A. The association shall have an official newsletter to be known as “The Tracy Point Newsletter”.
B. The board of directors is empowered to do all things necessary or proper for the publication of said newsletter.
XXI OFFICES
A. The principal office of the association shall be located in the State of Maine. The president must obtain the advice and consent of the board of directors for his selection of the trusted agent and location of the principal office. The corporation may also maintain offices at such other places as the board of directors may, from time to time, determine.
XXII AMENDMENTS
A. The board of director’s have the power to alter or amend the Articles of Incorporation and By-laws after written notification in the newsletter a two-thirds vote by the active members is required to pass such an amendment, either in person or by written proxy by another active member.
These by-laws incorporate M.R.S.A. 13-B in its entirety with the following exception as listed by section numbers of MRSA 13-B.
715. The association shall keep correct and complete records of their financial accounts and minutes of the proceedings of all meetings to include written committee reports and special meetings. Copies of these records shall be kept by the respective treasurer, secretary, president and a copy will be given to the historian, chairman of the board of directors and kept in a 3 inch binder categorized by the year and passed to the next elected historian or director within 30 days. All records except financials may be posted on all websites.
Revision- A Revised August 21, 2011
Approved by Board of Directors- August 21, 2011
Voted in by active members- August 21, 2011
President- Roberta Golden
