By-Laws

BY-LAWS OF THE RETIRED MEN’S ASSOCIATION OF GREENWICH
as approved by the Board of Directors on March 6, 2019
and by the RMA Membership on April 3, 2019

SECTIONS:
1 – NAME
2 – MEMBERSHIP
3 – FISCAL YEAR and DUES
4 – BOARD OF DIRECTORS
5 – POLICIES AND PROCEDURES MANUAL
6 – COMMITTEES
– Standing
– Appointed
7 – RESTRICTIONS
8 – NOMINATIONS AND ELECTIONS
9 – MEETINGS
10 – AMENDMENTS
11 – DUTIES OF DIRECTORS
12 – TERM AND DUTIES OF OFFICERS
– President
– Vice-Presidents
– Secretary
– Treasurer
13 – STANDING COMMITTEES
– Program
– Cigar Box Bulletin
– Volunteer
– Financial Review
– Special Events
– Publicity
14 – APPOINTED COMMITTEES

Section 1 – NAME
The name of the corporation is Retired Men’s Association of Greenwich, Inc. (herein called “RMA”).

Section 2 – MEMBERSHIP
There shall be one class of RMA Membership, namely: “active”. RMA Members are hereinafter referred to individually as a “Member” and collectively as “Members” or the “Membership.”
A candidate for Membership must be 55 years of age or over. He must attend two Membership meetings as a candidate during a six-month period. At meetings he attends, although they need not be consecutive, he must register as a guest and be recognized during that day’s Membership report and should be mentioned in that week’s Cigar Box Bulletin. Upon completing his obligations as a candidate, he becomes eligible for induction as a Member during his third meeting.
Any questions as to the qualifications of a candidate should be presented to the President by the Membership Committee Chairman or by any Member for such action as the President deems appropriate. After induction, the candidate becomes a Member contingent upon his timely payment of RMA dues.

Section 3 – FISCAL YEAR / DUES
(a) The fiscal year of the RMA shall run from May 1 each year through April 30 of the following year.
(b) The RMA shall periodically charge dues to its Members, and other fees, such as the weekly Cigar Box collections, as directed and approved by the Board of Directors.

Section 4 – BOARD OF DIRECTORS
The fourteen-Member Board of Directors shall be comprised of the six Officers consisting of the President, the 1st, 2nd and 3rd Vice Presidents, Treasurer and Secretary; the two most recent Past Presidents of the RMA who have continued as Members; the four Chairmen of the Membership, Program, Special Events and Publicity Committees; and two Members-at-large elected from the Membership. If any of the four Committees represented on the Board has Co-Chairmen, each of them may attend Board meetings but, in cases where they agree on a matter brought before the Board, they shall have only one vote between them. If the Co-Chairmen are unable to agree, no vote shall be counted for that Committee on such matters.
Directors shall be elected to serve a term of one year. Others individuals may be invited to attend Board meetings only with the concurrence of the President or the one serving in that capacity during his absence.

Section 5 – POLICIES AND PROCEDURES MANUAL
Pursuant to the approval granted by the Board at its meeting held on May 6, 1981, the Board of Directors has the authority to adopt policies, rules and procedures to govern the operations and activities of the RMA to the extent not provided in these By-Laws, which may be modified and amended from time to time at the sole discretion of the Board of Directors, by majority vote of those in attendance, and shall be published in a Policies and Procedures Manual. The Policies and Procedures Manual shall be available on the RMA website or on request to the Membership Committee.

Section 6 – COMMITTEES
(a) The activities of the RMA are conducted through the Standing and Appointed Committees.
(b) Standing Committees of the RMA shall be chaired by Members elected annually by the Membership (see Section 8). Standing Committee Chairman may stand for re-election each year. The seven Committees are Program, Membership, Cigar Box Bulletin, Volunteer, Financial Review, Special Events and Publicity. Committee duties and responsibilities are set forth in Section 13 of the By-Laws. Standing Committees report to the President.
(c) Appointed Committees of the RMA shall be chaired by Members appointed by the President and shall serve during his term. Appointed Committee Chairmen may be reappointed by an incoming President. The number and character of Appointed Committees may change over time. Their respective duties and responsibilities may be found in the Policies and Procedures Manual. Appointed Committees report to the Vice Presidents as specified in the Policies and Procedures Manual.
(d) Even though Standing and Appointed Committee Chairmen serve one-year terms, all are anticipated to commit to serving in their respective capacities for three (3) years.
(e) Each Chairman is responsible for the development of his backup. Volunteer Committee Members shall perform their duties as directed by the respective Committee Chairman.

Section 7 – RESTRICTIONS
(a) Neither the RMA nor its Officers, Directors, Committee Chairmen or Members shall be liable for the loss of personal property, injury or accident sustained in connection with any meeting or other function, including any trips or group attendance at any place for whatever purpose.
(b) No Member shall state opinions or give commitments purporting to have the support of the RMA except the duly elected Officers or the designated Committee Chairmen when specifically authorized by the Board of Directors.
(c) No Member shall invite any outside person or persons to appear before the RMA without prior approval of the President or the one serving in that capacity during his absence. The selections of program speakers shall be determined by the Program Committee working with the President.
(d) No Member shall receive financial compensation for any services provided to the RMA. The waiver of the Special Event fees for the person(s) leading an event shall not be deemed compensation for purposes of this Section.

Section 8 – NOMINATIONS AND ELECTIONS
(a) The Nominating Council serves to identify leadership for the RMA in all capacities including identifying potential volunteers to serve on the various Committees.
(b) The Nominating Council shall consist of five Members, none of whom shall be an Officer. It shall be the duty of the most recent Past President who is still a Member to be a member of and to chair the Council. At the end of his year as Council Chairman, he will serve the following year as a member of the Council provided he is still a Member. Each year the Nominating Council will nominate one new Member to be elected by the Membership to serve a three-year term on the Council.
(c) The Nominating Council shall operate independently from any Officer or group within the RMA. It is an entity unto itself and accountable only to the Membership.
(d) The Nominating Council shall present the nominees for Officers, Directors, Standing Committee Chairmen and Nominating Council to the Membership at the second to last Membership meeting in March. The nominees shall be listed in that week’s Cigar Box Bulletin and posted on the RMA bulletin board. Under ordinary circumstances, each Vice President would be nominated to succeed to the next highest position for the following year, but the Nominating Council should review this succession to ensure that the persons involved remain in good health and wish to succeed to the next highest position. Additional nominations may be made from the floor at that meeting.
(e) The annual election by the RMA Membership shall be held at the last Membership meeting in March. The elected Members shall assume office on May first.
(f) Any vacancy between elections in any elected position shall be filled by appointment by the Nominating Council with the concurrence of two-thirds of the Board of Directors in attendance at the Board meeting considering the interim appointment. No such vacancies shall be filled by automatic succession. All vacancies shall be filled as soon as possible.
(g) Because the Nominating Council reviews the entire Membership for candidates, they should be aware of the needs of all Standing and Appointed Committees and suggest to appropriate Members that they volunteer to back up Committee Chairmen or assist Committees of their choice.
(h) The Board of Directors and the Nominating Council should be alert to whether there is a need for change in any leadership position despite the anticipated three year commitment for most positions. During the leadership search process, the Nominating Council should ask each leader in every position if he is willing to serve during the upcoming year and to suggest that a Member not continue in that position if that seems warranted.

Section 9 – MEETINGS
(a) Membership meetings, unless otherwise agreed upon by the Board of Directors, shall be held on Wednesday each week at a time and place approved by the Board of Directors. The Membership meeting on the last Wednesday of April shall be the Annual Meeting for the installation of those elected, taking effect on May first. The President and three Vice Presidents shall also present their written Annual Reports. Robert’s Rules of Order shall be followed to the extent appropriate at Membership meetings. The Treasurer’s report for the year cannot be completed until after the fiscal year and shall therefore be presented at a Membership meeting as soon as possible thereafter.
(b) Fifty (50) Members shall constitute a quorum for a Membership meeting.
(c) The Board of Directors shall meet on the first Wednesday of each month one hour before the Membership meeting. Special meetings of the Board may be called by the President or a majority of the Board of Directors.
(d) A majority of Directors (eight) shall constitute a quorum at Board meetings.

Section 10 – AMENDMENTS
Proposals for amendment of the Certificate of Incorporation and/or By-Laws must be presented to the President in writing for consideration by the Board of Directors. Any Board-recommended amendment shall be announced to Members at a Membership meeting, published to all Members in the Cigar Box Bulletin for that meeting, or separately on the same day, and posted on the RMA bulletin board. Members shall vote on the amendments at a subsequent Membership meeting not less than ten (10) days after publication of the announcement.

Section 11 –DIRECTORS DUTIES
The Board of Directors shall manage and direct the conduct of the affairs and business of the RMA. They shall consider and adopt policies, procedures and programs and shall make recommendations to the Membership for action.

Section 12 – TERM AND DUTIES OF OFFICERS
(a) Officers (see Section 4) shall be elected for a term of one (1) year and until their successor shall have been elected or appointed.
(b) The President shall preside at all Membership and Board meetings and perform the other duties usually pertaining to his office. In case the President is not available, the ranking Vice-President shall assume the duties of President.
(c) Vice-Presidents shall oversee various Committees as outlined in the Policies & Procedures Manual. All Vice Presidents shall make themselves available for any special assignments the President may delegate.
(d) The Secretary may be reelected. The Secretary shall record the minutes of all Board of Director meetings and report as required. He shall keep on file a copy of the Certificate of Incorporation, the By-Laws and the Policies and Procedures Manual for reference during Board meetings. He is also responsible for preparing and publishing the official list of Officers, Directors and Committee Chairmen.
(e) The Treasurer may be reelected. The Treasurer shall maintain all accounts in reputable financial institutions approved by the Board. A brief statement of receipts, expenditures, and balance of funds, in a format approved by the Board, shall be presented at each Board meeting. The President, First Vice President, Treasurer, and Assistant Treasurer, if any, shall qualify for signing checks.
The annual budget shall break out each substantial category of income and expense in a separate budget line. The Treasurer is authorized to pay RMA expenditure requests in full:
• if appropriately documented, and
• if the amount falls within the budget total for the appropriate budget line
If an expenditure request fails in either respect, before that expenditure request can be paid, the Treasurer shall
• Obtain appropriate documentation to the satisfaction of the Treasurer, if necessary and/or
• Obtain the President’s signature approval on or with the documentation up to $500 above the appropriate budget line
If an expenditure request causes the total for the appropriate budget line to exceed the budgeted amount by more than $500, the Treasurer shall
• Obtain Board approval for the expenditure request
(f) The Treasurer, with concurrence of the Nominating Council, may propose an Assistant Treasurer in writing to the President. Formal appointment as Assistant Treasurer requires approval by two-thirds vote of the Board of Directors. The Assistant Treasurer shall serve as backup to the Treasurer. An Assistant Treasurer shall not be an Officer. His term shall coincide with the annual cycle of Board Member terms. It is anticipated that this person would agree to serve in this capacity for at least three (3) years.
(g) The President, First Vice President and Treasurer shall form an ad hoc committee to review RMA’s financial position annually by June 1st, to consider investment of excess funds and to recommend to the Board policies and procedures to strengthen RMA’s financial position.
(h) All officers elected by the Membership or appointed in the case of a vacancy shall keep accurate and reasonably complete records of their service and shall provide copies of all such records, in an appropriate form, to their respective successors and shall be required to adequately brief and instruct their successors about the functions and procedures of that office.

Section 13 – STANDING COMMITTEES
(a) Program: The Program Committee shall be responsible for providing the program for the second hour at all Membership meetings.
(b) Membership: At each Membership meeting, the Membership Committee shall provide and distribute identification badges, report relevant information about the Membership and guests and arrange for the presentation of candidates for formal Membership by a majority vote of the Members in attendance.
The Committee shall determine the status of Members based upon the timely payment of their annual dues. The Committee is primarily responsible for all records and procedures pertaining to the induction of candidates into Membership. An up-to-date file of applications for Membership shall be maintained by the Committee with digital copies in the Archive.
A Membership database shall be maintained and updated as new information is available. Because Membership information is fundamental to many RMA activities, the data fields included in the Membership database shall be approved by the Board of Directors. A Membership database, and an abridged version for confidentiality, shall be created by the Committee. Membership information shall be made available digitally on request to any Member in a form deemed appropriate for the requesting person’s needs as determined by the Membership Committee.
(c) Cigar Box Bulletin: The Cigar Box Bulletin Committee publishes the Cigar Box Bulletin, which is the official record of matters covered at each Membership meeting. It includes official notices, matters voted on or to be voted on by the Membership, and a schedule of future events. Each Cigar Box Bulletin should be promptly prepared and sent to all Members, candidates, and others designated by the Board of Directors. A digital archival copy of the Cigar Box Bulletins shall be maintained on the RMA website covering a Board-approved period. The Cigar Box Bulletin Committee is responsible for the production and distribution of the Bulletin and management of its costs.
(d) Volunteer: At each Membership meeting, the Volunteer Committee shall report details of volunteer services, both within the RMA and outside. It shall acknowledge and encourage the participation of all Members in the activities of agencies serving our communities and in volunteering to assist with RMA’s administration. The Committee shall maintain records to determine the Members contributing the greatest number of hours in a year.
(e) Financial Review: The Financial Review Committee shall independently review the financial records at the end of each fiscal year and report its findings to the Board of Directors and then to the Membership as soon as possible.
(f) Special Events: The Special Events Committee shall provide the Membership with an opportunity to participate in a wide range of events and trips outside routine RMA meetings. This Committee may cooperate with outside organizations to provide access to additional events sponsored by those organizations.
(g) Publicity: The Publicity Committee, under the guidance of the President and the Board of Directors, shall take appropriate steps to promote the RMA in our area with the goal of creating within our communities an understanding and appreciation of the value of RMA’s activities and volunteer services by its Members. Such steps shall include, but not be limited to, promotion of the RMA’s weekly programs and events, furthering awareness in our communities of the scope and extent of RMA volunteerism and arranging for RMA presence at scheduled Town events.
(h) The Board of Directors may create and define the duties for additional Standing Committees and/or to eliminate Standing Committees by adopting a resolution to that effect and presenting the proposed action to the Membership for a majority vote at a subsequent Membership meeting. As soon as possible thereafter, the Board shall cause modifications to be made to these By-Laws and the Policies and Procedures Manual as appropriate.

Section 14 – APPOINTED COMMITTEES
(a) Appointed Committees perform the many tasks and activities beyond the duties of the Standing Committees to maintain RMA as a functional and attractive organization for its Membership.
Appointed Committees and the structure of Vice Presidential responsibility for these Appointed Committees are delineated in the Policy and Procedures Manual and may change from time to time by resolution of the Board of Directors.