A non-profit corporation, organized in Mass., in 1989, dedicated to preserving the history of the Cogswell family
Cogswell Family Association

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BYLAWS OF COGSWELL FAMILY ASSOCIATION, INC.


ARTICLE I 

NAME

The name of this organization shall be COGSWELL FAMILY ASSOCIATION, INC.

ARTICLE II 

PURPOSE

Section 1.

This Corporation is a Not For Profit Corporation and is formed for the following objects and purposes: To perpetuate and preserve the memory, history and genealogy of the Cogswell family and to preserve the history and memorials associated with it; To collect and record additional family documentation for extension of the family genealogical books entitled "The Cogswells In America"Ě by Jameson (1884) and "Descendents of John Cogswell"Ě by Donald James Cogswell (1998); To help preserve the "Cogswell Grant" and all buildings thereon located in the town of Essex, Massachusetts in cooperation with its owners, "The Historic New England" (formerly, "The Society for the Preservation of New England Antiquities"Ě (SPNEA)); To promote friendship, understanding, and mutual assistance throughout the entire membership; To provide for reunions and other special events for the maintenance of these friendships; To act as a medium for the safekeeping and exchange of facts of current interest, such as honors, births, marriages, and deaths; and to conduct such investigations and to publish such facts of family history as will bequeath to the Cogswell family descendants and other members a more worthy heritage for the love of God, country, and our fellow persons.

ARTICLE III 

MEMBERSHIP

Section 1. Classification of Membership

Membership in the Association shall consist of three classifications, Ancestral, Regular and Honorary:

A.      Ancestral membership is open to any lineal descendant of John Cogswell (born 1592, died 1669), who arrived in America aboard the ship, Angel Gabriel, and settled in Massachusetts in 1635; or persons who have joined the family by marriage to a lineal descendant of John Cogswell. Ancestral members may vote and may serve as a member of the Board of Directors as well as may be an Officer of the Association.

B.      Regular membership is open to anyone who believes they may be a lineal descendant of John Cogswell, but is not able to document that lineage, but is able to document lineage of at least three generations of Cogswell ancestry; or persons who have joined the family by marriage to someone who is not able to document their lineage to John Cogswell. Regular members may vote and may serve as a member of the Board of Directors as well as may be an Officer of the Association.

C.     Honorary membership is open to those who are not otherwise eligible for Ancestral or Regular memberships and who, through their service and actions have shown interest in the Association, and who wish to abide by the Association's Bylaws. Honorary members may vote. However, only one such member may serve as a member of the Board of Directors, but may not serve as an officer.

Section 2. Application for Membership

Applicants for admission to membership in the Association must submit the full name and residence of the candidate together with proof of descent (in the event Ancestral or Regular Membership is sought), which shall be sent to the Secretary, who shall submit the same to the Historian, who shall have the power to determine the qualifications of the applicant. Upon favorable action by the Historian and upon payment of the annual dues for the current year, the applicant shall thereupon become a member of the Association.

Section 3. Levels of Membership

Annual dues for each level of membership shall be determined by the Board of Directors from time to time and shall be payable upon membership activation, and thereafter in advance on the first day of January. Additional levels of Membership may be defined from time to time at the discretion of the Board of Directors:

a.      Individual Membership.
b.     
Family Membership (husband, wife, dependent children).
c.      
Life Membership (per person).
d.     
Benefactor Membership (per person)

Section 4. All Members over 18 years of age shall be entitled to vote.

Section 5. The Secretary shall drop from the roll any member who shall be in arrears in the payment of dues as defined in the Membership Dues Payment Policy. Upon being thus dropped, his or her membership, and all privileges thereof, shall cease and terminate, but may be restored to active status at any time upon his or her payment of current annual dues. Notification of membership inactivation shall be sent to the former member by the Secretary within 30 days of termination date.

ARTICLE IV

MEETINGS

Section 1. The Annual Meeting

The annual meeting of the general membership of the Association shall be held at a location, or through alternative means, as designated by the Board of Directors on such day as fixed by the Board of Directors with written notice being mailed to each member at least thirty (30) days in advance of all such meetings. Annual elections are to be held for the appropriate positions based on term limits.

Section 2. Special Meetings

Special meetings of the Association shall be held when called by the President or by the Board of Directors or upon the written request of at least five (5) of the officers, directors, members or a combination thereof.

Section 3. Order of Business

The following shall be the order of business at the annual meeting of the Association and the meetings shall be governed by the Rules of Parliamentary Procedure as propounded by Roberts:

1.      Invocation.
2.     
Pledge of Allegiance to the Flag.**
3.     
Reading of the minutes of the last meeting.
4.     
Reports of officers and committees.
5.     
Unfinished business.
6.     
New Business.
7.     
Appointments by the President of a Judge and two (2) Tellers to count the votes and declare results.
8.     
Election of officers and directors.
9.     
Benediction.

** It is understood that members who are citizens of a Country other than the USA or who, for religious reasons, cannot join in the oath, may remain respectively silent while the oath is taken. It is further understood that the Pledge is only applicable to meetings held on location where a flag is present and are not applicable to virtual meetings.

Section 4. Quorum

At all meetings of the general membership of this Association, a minimum of one-third (1/3) of the active Board of Directors in addition to ten (10) Ancestral members, or twenty (20) Ancestral and Regular members shall constitute a quorum for the transaction of business.

Section 5. Voting

Members of the Association shall be allowed to vote by proxy or in person. Proxy votes may not occur more than 6 months before the meeting takes place, and the proxy vote is invalid immediately following the meeting adjournment.

ARTICLE V

OFFICERS

Section 1 .

The officers of this Association shall consist of a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Historian, Chaplain, Editor, Webmaster and Legal Counsel, all of whom shall be Ancestral or Regular paid up members of the Association to be elected as herein provided. The same person may hold more than one office except that no person may serve as President and Treasurer simultaneously.

Section 2.

Each officer position of this Association shall have a backup position. The backup position shall be filled by the predecessor of the officer position until such time as a successor for the officer position is identified, at which point, the successor shall assume the position of backup and begin the process of learning the new role. This configuration of roles will remain in place until such time as the successor is elected to the officer position by the membership at which point, the roles will be reversed. The backup position itself will not constitute the right to vote and will not impact the determination of a quorum for Board of Directors meetings. However, those members serving in backup officer positions may also be members of the Board of Directors and as such have voting rights.

ARTICLE VI

ELECTION OF OFFICERS

Section 1.

Election of officers shall be by voice, electronic or proxy vote at the annual meeting from nominations made by Ancestral or Regular members at large. Those elected shall hold office for two (2) years, or until their successor is chosen.

Section 2.

Officers shall assume their respective offices at the close of the annual meeting. Predecessors of newly elected officers shall assume the officer backup position at the close of the annual meeting.

Section 3.

All resignations shall be made in writing to the Secretary. Vacancies caused by resignation, death or removal by vote of the Board shall be filled by appointment of the President with the consent of two-thirds (2/3) of the active Board of Directors.

ARTICLE VII

DUTIES OF OFFICERS

Section 1.

The President shall preside at all meetings of members and of the Board of Directors and shall generally perform the duties incidental to the office and shall appoint any Standing or Special Committees.

Section 2.

In the absence of the President, the First Vice-President shall preside and otherwise perform the duties of the President. The First Vice-President shall be responsible for appointing the host/hostess and helping with development of the programs for the Associationís Annual Meetings and reunions.

Section 3.

The Secretary shall attend to the sending of notices of all meetings; shall keep an accurate record of the proceedings of all such meetings; shall conduct such correspondence as may be assigned; shall keep an accurate list of members, their addresses (including e-mail addresses as appropriate), the classes of membership to which they belong and the state of their membership dues payments; and shall generally perform the duties incidental to the office.

Section 4.

A.      The Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit the same with such institutions as the Board of Directors or Finance Committee, if any, may recommend and upon approval by the Board of Directors; shall deposit and record other contributions received from members; and shall generally perform the duties incidental to the office.

B.      The Treasurerís report shall be published at least once a year either in an Associationís Newsletter or Bulletin.

C.     Provided the annual cost is not prohibitive, the Treasurer shall be placed under a security bond, the amount to be determined by the Board of Directors and paid for by the Association. The Board of Directors will determine the cost tolerance level.

Section 5.

A.      The Historian shall be the custodian of the Cogswell genealogical records and files and shall assist members and prospective members with their lineage and prepare and publish updates to "Cogswells in America"Ě by Jameson and "Descendents of John Cogswell" by Donald James Cogswell (1998) at the discretion of the Board of Directors.

B.      The Historian shall maintain the Cogswell Family Genealogical database.

C.     The Historian will be responsible for creating periodic back-ups of the genealogical records and files at a reasonable frequency.

D.     The Historian is responsible for ensuring that the Genealogical record backup is appropriately stored for safety in a separate location from the main repository. Costs of the storage will be paid by the Association.

E.      The Cogswell repository of records and data belongs to the Cogswell Family Association. Upon termination of the Historianís term in office, all records and backups will be surrendered in their entirety to the newly elected Historian.

F.      The Historian will maintain and be final decision on the integrity of the information provided.

G.     The Historian shall serve as the Chair of the Historical and Genealogical Committee

Section 6.

A.      The Editor shall publish a Newsletter, paid for by the Association, to be distributed to members at least twice per year to inform them of activities, Cogswell genealogical information and other information pertinent to Cogswell history.

B.      The Editor shall be responsible for maintaining a minimum of one copy of all published newsletters for historic preservation purposes.

C.     The Editor shall, upon request from the Secretary, produce additional copies of the Newsletter, paid for by the Association, for dissemination to the membership as deemed necessary and appropriate.

Section 7.

A.      The Webmaster shall be responsible for the development and management of the Cogswell Family Association Website including, but not limited to, the periodic update of content and format as defined by the Board of Directors.

B.      The Webmaster shall maintain the security and integrity of the website code to ensure the membership is not at risk.

Section 8.

The other officers (Second Vice President, Chaplain and Legal Counsel) shall generally perform the duties incidental to their office.

ARTICLE VIII

BOARD OF DIRECTORS

Section 1.

The government and management of the Association shall be vested in the Ten (10) Officers, Twelve (12) Directors, and the most recently retired President, all of whom must be members of the Association. This group shall compose the membership of the Board of Directors. All of the Officers shall be elected on a biennial basis. The twelve (12) Directors shall be elected in groups of four (4) to serve for three (3) years so that annually four (4) shall be elected and shall be eligible to succeed themselves for no more than 2 additional consecutive terms. Newly elected officers and Directors shall take office immediately and serve until their successor shall be elected. Should a vacancy occur among the twelve (12) Directors, the Board of Directors shall fill the vacancy for the remainder of the term and said appointee shall be eligible for election at the expiration of said term. Should a vacancy occur among the Officers, the Board of Directors may fill the same until the next annual election. The duties of the board include giving input and attending periodic meetings, becoming part of committees to help improve the Association, nominating officers, and being active in assisting the elected officers including, but not limited to, becoming an understudy for the incoming officers.

Section 2.

Any officer serving simultaneously as a member of the Board of Directors shall have only one (1) vote.

Section 3.

A.      A regular Board of Directors meeting shall be held immediately preceding the annual meeting of the general membership.

B.      The Board of Directors shall meet on a minimum of a quarterly basis at a location** designated by the Board of Directors on such day as fixed by the Board of Directors with written notice being mailed to each Board member at least thirty (30) days in advance of all such meetings.

**Location, for this purpose, can include such options as conference call meetings, computer-based meetings or other technologically-assisted formats that allow for discussions and votes. Such virtual meetings shall be conducted in a way that all members participating can hear each other at the same time. Rules identifying how recognition is to be sought and the floor obtained for discussion during such meetings shall be specified prior to the start of the virtual meeting.

Section 4.

Special meetings of the Board of Directors may be called at any time by the President or any three (3) Officers and/or Directors by written notice, designating the time and place, mailed to each Officer/Director at least five (5) days in advance thereof. For the convenience of those involved, such meetings may be held by telephone or other electronic means.

Section 5.

A quorum shall be constituted by one-third of the members of the Board of Directors. Once a quorum has been assembled and maintained, business may be conducted and decided by a majority vote of those present.

Section 6.

The Board of Directors may, from time to time, appoint from its membership an Executive Committee, consisting of five (5) or more members, which committee during the intervals between meetings of the Board of Directors shall possess and may exercise the powers of the Board of Directors in the management and direction of the affairs and business of the Association. In all cases in which specific direction shall not have been given, the Executive Committee shall have discretionary power to act on behalf of the Board of Directors except that their authority to commit the Association financially is limited to an aggregate amount as set forth from time to time by the Board of Directors. The majority of members of the Executive Committee shall constitute a quorum.

Section 7.

The Board of Directors shall have power to determine any salaries, compensation, or other emolument that may be paid to the Directors.

Section 8.

The Board of Directors may appoint an Advisory Committee, from within or without their number, as they deem expedient in administering the affairs of the Association and to prescribe the duties and authority of the committee.

Section 9.

The application of all surplus funds of the Association shall be determined by the Board of Directors subject to the provisions of the Articles of Organization. The Directors shall present, at the annual meeting of the Association, a report, verified by the President and Treasurer, or by a majority of the Directors showing the whole amount of real or personal property owned by the Association, where located, and where and how invested; the amount and nature of the property acquired during the year immediately preceding the date of the report, and the manner of the acquisition, the amount applied, appropriated or expended during the year immediately preceding such date; and the purposes, objects, or persons to or for which, such applications, appropriations or expenditures have been made; and the names and places of the residence of the persons who have been admitted to membership in the Association during such year; which report shall be filed with the records of the Association and an abstract thereof entered in the minutes of the proceedings of the annual meeting.

Section 10.

The following shall be the order of business at the Board Meetings when appropriate, and the meetings shall be governed by the Rules of Parliamentary procedure as propounded by Roberts:

1.      Review of meeting rules, processes and procedures
2.     
Invocation.
3.     
Pledge of Allegiance to the Flag (See footnote, page 3).
4.     
Roll call
5.     
Reading of Minutes of Last Meeting.
6.     
Reports of Officers and Committees.
7.     
Unfinished Business.
8.     
New Business.
9.     
Identification of date, time and location for next meeting
10.   
Benediction

ARTICLE IX

No officer or member of the Board of Directors shall be personally liable for monetary damages for any action taken, or any failure to take any action, unless: (1) the officer or director has breached or failed to perform the duties of his office under Articles VII and VIII (relating to standards of care and justifiable reliance); and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this paragraph shall not apply to: (1) the responsibility or liability of an officer or director pursuant to any criminal statute; or (2) the liability of an officer or director for the payment of taxes pursuant to any local, state or federal law.

ARTICLE X

Checks, drafts and other instruments for the payment of money, shall be signed on behalf of the Association by such Officer or Officers as the Board of Directors shall from time to time designate.

ARTICLE XI

AMENDMENTS TO BYLAWS **

The Bylaws of this Association may be enacted, revised, amended or repealed by a vote of a minimum of two-thirds of the Board of Directors, provided that at least thirty (30) days written notice of the meeting at which the bylaws shall be enacted, revised, amended or repealed shall have been sent to all members of the Association, stating in full the proposed Bylaw to be amended and the proposed amendment, or the Bylaw to be repealed, as the case may be. Once approved, the Bylaws must be signed by an officer of the Association, a copy filed with the State of Massachusetts and the official document stored at the official address of the Association.

The location for the meeting of the Association is to be designated by the Board of Directors and communicated to the members in the written notice. The location may be physical or virtual, at the discretion of the Board of Directors. Should a virtual meeting be selected, it shall be conducted in a way that all members participating can hear each other at the same time. Rules identifying how recognition is to be sought and the floor obtained for discussion during such meetings shall be specified prior to the start of the virtual meeting.

**Because Articles 1, 2 and 3 in the By-Laws overlap with Articles 1, 2 and 3 of the Articles of Incorporation for the Cogswell Family Association, Articles 1, 2 and 3 of the Cogswell Family Association By-Laws cannot be altered without a 2/3 majority rule of the entire membership in accordance with the Massachusetts General Law for amendments to the Articles of Incorporation. Articles 4 and beyond of the By-Laws may be altered as stated in Article XI of the By-Laws

For membership information please visit the Membership Form Page                                                                                         

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5/21/2016
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