By-Laws of The Parke Society, Inc.
Edition of 2016
As Adopted By the Society in Annual Meeting convened, 1 August 1971 with all Amendments thereto through the Annual Meeting of 10 September 2016.
ARTICLE I: GENERAL PROVISIONS
Section 1. The NAME of the Corporation, as set forth in the Certificate of Incorporation, is THE PARKE SOCIETY, INC.
Section 2. The location of the principle office of the corporation is to be at the home of a designated officer, trustee, or other agent whose residence is within the State of Connecticut, as appointed in the Standing Rules.
Section 3. Said Corporation is organized exclusively for charitable and educational purposes, and more especially for the furtherance of historical and genealogical research and the dissemination thereof, 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 of 1954 (or the corresponding provisions of any future United States Internal Revenue Law); the preservation of our American heritage; and the promotion of fellowship among Park/e/s descendants. In carrying out these purposes, the Society shall:
- Publish books and pamphlets resulting from historical and genealogical research;
- Develop an appropriate place to preserve and display historic records and artifacts;
- Disseminate information of general interest obtained by this Society to libraries with similar genealogical interests.
Section 4. The use of the male pronoun shall in all cases be inclusive to include both the male and female genders.
ARTICLE II: MEMBERSHIP
Section 1. Any person who is able to trace his or her ancestry to a progenitor whose name was Parke, Parkes, Park, or Parks, , or any of its accepted variants without regard to date of birth, shall be entitled to Regular Membership. Any interested person may become an Associate Member.
Section 2. There shall be two classes of membership as follows:
- a. Regular Membership
b. Associate Membership
These classes shall be available to persons qualified as described in the first Section of this Article, who pay the annual dues in the amount established in the Society’s Standing Rules valid at the time of payment.
Section 3. All members sixteen (16) years of age or over shall have the power to vote and hold office.
Section 4. Dues shall be payable on or before December 31 for the ensuing year. The handling and processing of dues renewals shall be governed by the Standing Rules of The Society,
Section 5. Except as provided for below, the contributions for Life Membership shall be invested by the Board of Trustees so that only the income therefrom may be used for current operating expenses; provided that the Trustees, when authorized by vote of the Society, may spend the principal of such investment in the event of an unexpected necessity. There shall also exist a “Special Reserve Fund” consisting of the Reserved Life Dues of deceased Life Members, which funds would be available for capital expenditure by a majority vote of all Trustees.
Section 6. When payment has not been received by June 30th, the member’s name will be marked “inactive”, and no further Newsletter issues will be sent. Members may be reinstated upon payment of current dues.
ARTICLE III: CONDUCT OF MEETINGS OF THE SOCIETY IN GENERAL
Section 1. This Article shall apply to both the Annual Meetings of the Corporation as well as to the meetings of the Board of Trustees
Section 2. Society business meetings may be conducted at an Annual Convocation of The Society, or in the event that there is no Annual Convocation, at a specifically called Annual Meeting of the Corporation. The Annual Meeting of The Society shall take place at a time and physical location as determined by the Board of Trustees.
Section 3. Special Meetings of The Society may also be accomplished using such other means as may be allowable by the Statutes of the State of Connecticut, such as through the use of electronic Communications, the US Postal Service and Proxy Ballots. Special meetings may be called under the conditions prescribed in Article IV and Article V (as renumbered), and will have a limited scope.
Section 4. A written notice of every Corporate or Trustee’s meeting (The Call), Annual or Special, stating the date, hour, and place thereof shall be mailed by USPS mail or electronic mail, or as an insert with the Society Newsletter at the direction of the President or Secretary, to each active member at least twenty (20) days before such meeting. Such notice shall be sufficient if it is mailed to the USPS Mail or electronic mail address as set forth in the Corporation Records. Sufficient materials shall be supplied to the members or Trustees in the Call such that they can vote knowledgeably on any and all issues that shall arise at the meeting.
Section 5. Members and Trustees will be provided with a Proxy Ballot for all meetings which shall allow members and Trustees the opportunity to vote on business as has been detailed in the Call to the meeting.
Section 6. Such Proxy Ballots, duly signed, dated, and containing the member’s Society Number, when received in a timely fashion by the Proxy Secretary at least seven (7) days before the meeting, shall count that member as being present at the specified meeting, and shall be included in the quorum determination.
Section 7. Properly executed Proxy Ballots shall be included in the tally of any election or item that has been placed before the membership or Trustees for voting in the Call, and shall be kept in the official records of The Society for a minimum period of three (3) years from the date of the meeting.
Section 8. In all places where the word “present” is used in this instrument, it shall be understood to mean all those who are physically present, present by telephone, or by electronic means (such that every person at the meeting has access to instantaneous written communication of each member), or by a properly executed proxy ballot.
Section 9. The minutes of all meetings of The Society (Corporate or Trustee) as well as the results of any special meeting are to be posted for the membership to be able to review.
ARTICLE IV: MEETINGS OF THE CORPORATION
Section 1. The Annual Meeting of the Society shall be held each year at a time and place as determined by the Board of Trustees.
Section 2. Special Meetings of the Society shall be held at the call of the President. In the case of the disability or inactivity of the President, the Secretary shall call a Special Meeting on direction of three (3) or more of the other Trustees.
Section 3. The attendance of fifteen (15) members, present in person, by electronic means, or by proxy ballot, shall constitute a quorum for the transaction of business at any meeting.
However, at any meeting of the Corporation, other than an item specific Special Meeting, there shall be a minimum physical presence of at least four members, two of whom must be Officers and/or Trustees. At an item specific Special Meeting of the Corporation there must be at least five (5) Trustees and/or Officers.
Section 4. All votes by the Society shall be by simple majority of the members present, as defined in Article III, Section 8 (above) at the meeting; except that amendments to the Constitution and By-Laws shall require an affirmative vote of 2/3 of the members present.
Section 5. Only matters that are of concern to the general membership, as appointed by these By-Laws shall be eligible to be placed on the ballots going to members for Annual Meetings of The Society. These matters are:
- a) Election of two (2) Trustees for three (3) year terms;
- b) The filling of any vacant seats on the Board of Trustees other than (a) above;
- c) Approval of amendments to these By-Laws;
- d) Approval for the expenditure of any amount of the corpus from the Life Membership fund;
- e) Any other item that may be required to be put to a vote of the membership as called for in any subsequent amendment to these By-Laws.
Section 6. At Special Meetings of The Society, only business which has been specifically designated in the President’s or Secretary’s call may be transacted.
Section 7. In any meeting where the balloting will be determined by mail or electronic means, an eQuorum shall be considered accomplished when we have received at least 50 ballots from all of the active members eligible to vote.
ARTICLE V: BOARD OF TRUSTEES
Section 1. The Board of Trustees shall be in full charge of managing the affairs of the Society. It shall consist of six (6) elected members, in addition to whom all Officers shall be members ex officio if not already members of the Board, with voice and vote. Other Appointees of The Society shall be ex-officio members without vote.
Section 2. The six (6) members shall be elected at large from the Society Membership, provided that a majority of the Board at any time shall be Regular Members.Trustees must be members in good standing, and must maintain that status throughout their term of office
Section 3. The term of each of the six (6) members shall be three (3) years, with one-third (1/3) of the seats coming up for re-election each year. The mechanism for the reduction of the Board from nine (9) to six (6) members shall be enumerated within The Society’s Standing Rules, and that Rule shall become mute once the reduction has been achieved.
Section 4. Whenever a vacancy in the Board of Trustees occurs the unexpired portion of the vacant term may be filled by vote of the Board of Trustees at any meeting of the Board following the occurrence of such vacancy. The filling of vacancies on the Board shall be for the duration of the original term of office.4
Section 5. Nothing in these By-Laws shall prevent a Trustee from also holding an Elected or Appointed Officer’s position. However, Trustees and Officers of the Corporation must not be related by less than three (3) degrees of separation (i.e., no closer than first (1st) cousins.)
Section 6. The Board of Trustees acting as a committee of the whole, a quorum being present, shall present to each Annual Meeting a candidate for each vacancy for election to the Board of Trustees. Candidates in addition to those presented by the Board may be nominated and seconded by any member present. Nominations for trustee shall be from the members of The Society at Large.
Section 7. Trusteeships shall be considered vacant upon the following circumstances:
- Death of the incumbent
- Resignation from office, or withdrawal from the Society of the incumbent.
- Unless otherwise waived, failure of the incumbent to keep current with their dues to The Society, or
- Failure of the incumbent to fulfill their duties as a trustee.
In regards to subsection (4) above, failure to fulfill their duties shall be made known by the President of The Society to the Board, and upon a majority vote of the remaining trustees, the incumbent shall be removed and the trustee seat declared vacant.
ARTICLE VI: MEETINGS OF THE BOARD OF TRUSTEES
Section 1. Meetings of the Board of Trustees shall be held yearly at the call of the President; or the Secretary shall call a Special Meeting of the Board upon direction of three (3) or more trustees.
Section 2. The attendance of four trustees, present in person, by electronic means, or by proxy ballot, shall constitute a quorum for the transaction of business by the Board of Trustees. However, at any meeting of the Board of Trustees, other than a Special Meeting, there shall be a minimum physical presence of at least two trustees.
Section 3. Subject to the limitations described in Article II, Section 6, Article IV, Section 5 and Article XII, any business of The Society may be transacted at a meeting of the Board of Trustees.
Section 4. All votes of the Board of Trustees shall be by simple majority of the elected trustees present, as defined in Article III, Section 6, at the meeting. As for all Honorary Trustees and ex-officio members of the Board who will be unable to physically attend the Trustee’s meetings, they are encouraged to submit their comments on an ex-officio Trustee’s Proxy Ballot
Section 5. The Board of Trustees shall adopt and maintain Standing Rules to hold until revised by vote of the trustees.
Section 6. Should there be called a Special Meeting of the Board of Trustees, where the balloting will be determined by mail or electronic means, an eQuorum shall be considered accomplished when we have received at least 50% of the Ballots of all the trustees eligible to vote.
Section 7. Should any Trustee’s Meeting, upon due call and notice, fail to obtain the required quorum as specified elsewhere in these By-Laws, business may be conducted subject to a ratification of the entire Board by post.
Within ninety (90) days of adjournment of the Trustee’s meeting where a quorum has failed, the Secretary will mail a copy of all matters acted upon to each and every Trustee. The Trustees will indicate their assent/dissent by return post. a 2/3’s majority of all the Trustees will be required for ratification.
ARTICLE VII: OFFICERS
Section 1. The Board of Trustees shall elect on the date of the Annual Meeting, and immediately following it, a President, a Vice-President, a Secretary, a Treasurer, a Historian, a Librarian, and a Registrar, who shall hold office until their successors are elected. Whenever a vacancy among the officers occurs, the unexpired portion of the vacant term shall be filled by vote of the Board of Trustees at any meeting of the Board following the occurrence of such vacancy. The Board shall be empowered to elect such other officers and assistant officers as it shall from time to time deem necessary to the operation of the Society, to serve at the pleasure of the Board, and to perform such functions as shall be set forth in the Standing Rules for those officers.
Section 2. All officers must be members in good standing with the Society
Section 3. A single individual may be an Officer holding multiple officer posts, as well as a Trustee; however no single individual shall simultaneously hold the office of President or Vice-President, and the office of Treasurer.
Section 4. Duties specifically assigned to a particular Officer may be delegated to another individual for logistical reasons, and will not be in violation of these By-Laws.
Section 5. The President shall be the executive head of the Society but shall be subject to the control of the Board of Trustees. He shall preside at all meetings of the Society and of the Board of Trustees. He shall execute all deeds, contracts, and other instruments in the name of and on behalf of the Society under the direction of the Board of Trustees. He may create standing or temporary committees and appoint the chairman of such committees.
Section 6. The Vice-President shall, in case of the absence, incapacity, or disability of the President, act in his stead, in which case he shall perform all the duties and shall have and exercise all powers of that office.
Section 7. The Secretary shall issue calls to meetings at the direction of the President or under Article V, Section 1, or under Article III, Section 2. He shall keep the minutes of all meetings of the Society, and of the Board of Trustees. He may certify copies of By-Laws, resolutions or minutes by his signature and the Corporate Seal, which shall be in his custody.
He shall be custodian of the Corporation Records, shall send to all members notices of dues, and shall be charged with the collection of such dues which he will immediately turn over to the Treasurer. The Secretary of the Society shall cause to be filed such information, reports, forms, and returns, as shall be required by the several Federal and State agencies in accordance with the statutes thereof.
Section 8. The Treasurer shall be the financial officer of the Society. He shall cause all the funds of the corporation to be deposited or invested in such institution or institutions as the Board of Trustees shall direct. He is the only person authorized to spend money and shall pay bills at the direction of the Board of Trustees. He shall be prepared to make a financial report at any meeting of the Society or the Board of Trustees.
Section 9. The Historian shall be the genealogist of The Society, and shall maintain all of the genealogical records of The Society with the exception of any materials under the control and jurisdiction of the Librarian.
He shall be the sole determiner of any Lineage Key designations used by The Society, and shall maintain the Lineage Binders, and the genealogical indexes and databases. He shall make determination of what data is on our group sheets and in the genealogical databases.
Section 10. The Librarian shall be in charge of and caretaker for the Society’s Library, including the management of its circulating materials. The Librarian shall have the authority to publish the Library holdings lists, and to determine all conditions relating to the loaning of Society Materials to members, including what materials may or may not be circulated.
Section 11. The Registrar shall be solely the responsible officer for all aspects of new member registration, including the sending and receiving of membership materials, assigning of membership numbers, and forwarding the papers onto the Historian for genealogical processing.
Section 12. Officer positions shall be considered vacant upon the following circumstances:
a) Death of the incumbent
b) Resignation from office, or withdrawal from the Society of the incumbent, or
c) Failure of the incumbent to fulfill the duties of their elective office.
In regards to subsection c) above, failure to fulfill their duties shall be made known by the President of The Society, or in his incapacity to act, the Vice President, to the Board, and upon a majority vote of the trustees, the incumbent shall be removed and the offfice declared vacant, subject to filling in accordance with the provisions found in Section 1 of this Article..
ARTICLE VIII: REMUNERATION
Section 1. In keeping with the charitable objectives of this Society, its officers, trustees, and committee members will give their services without remuneration of any kind.
Section 2. No part of the income of the Society shall inure to the benefit of or be distributed to its members, trustees or officers, except that the Society shall be authorized and empowered to make payments for furtherance of the purposes set forth in Article I, Section 3 hereof.
ARTICLE IX: FISCAL YEAR
The fiscal year of the Society shall begin on July 1 and shall end on June 30.
ARTICLE X: ACTIVITY LIMITATION OF THE SOCIETY
No substantial part of the activities of the Society shall consist of propaganda or other attempts to influence legislation, and the Society shall not participate or intervene (including publishing or distributing statements) in any political campaign on behalf of any candidate for public office.
Notwithstanding any other provisions of these Articles, the Society shall not carry on any other 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 of 1954 (or corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
ARTICLE XI: DISSOLUTION OF THE SOCIETY
Upon the dissolution of the Society, the Board of Trustees shall, after paying or making provision for payment of all the Society’s liabilities, dispose of the Society’s assets exclusively for the benefit of a genealogical society as determined during dissolution by the trustees. Any such assets not so disposed shall be disposed of by order of the Court of appropriate jurisdiction of the State of Connecticut, exclusively for such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII: AMENDMENT OF THE CONSTITUTION AND BY-LAWS
The Constitution and By-Laws may be amended at any Annual Meeting or Special Meeting of the Society; provided that notice of the proposed amendment shall be included in the call of the meeting. An affirmative vote of two-thirds of the members present shall be necessary for the adoption of such amendment.
ARTICLE XIII: PARLIAMENTARY REFERENCE
The proceedings of this Society shall be governed by Robert’s Rules of Order, revised, except in case where these conflict with provisions of the Constitution, By-Laws, or Statutes.
The list of members of the Board of Trustees: Elected or Otherwise
Elected Trustees (6)
Honorary Trustees – Past Presidents
Officers (if not already elected to the Board)
President, Vice-President, Secretary, Treasurer, Historian,
Librarian, and Registrar
Ex officio Members: Executive Director