By-Laws

PREAMBLE

The Retired Men’s Association of Greenwich (formerly an unincorporated Membership association founded on March 10, 1954 as the Coffee Hour Club and formally organized with a Constitution and By-Laws on October 31, 1954 under the name of Retired Men’s Association) was incorporated as a Connecticut Non-Stock Corporation by the filing of a Certificate of Incorporation dated February 18, 2011, confirmed by the Secretary of the State of Connecticut on March 9, 2011.  An amendment to the Certificate of Incorporation dated May 2, 2012 was filed with the Secretary of the State of Connecticut on May 3, 2012 and confirmed by the Secretary of the State on May 9, 2012.  On March 12,  2014, the Board of Directors  approved the following text subject to the approval of the members which was granted at the meeting on March 26,  2014, as and for the By-Laws of the Retired Men’s Association of Greenwich, Inc. to be effective from and after that date.

BY-LAWS

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

Section 2 – MEMBERSHIP. There shall be one class of RMA membership, namely: “active”.  RMA members are hereinafter referred to as “Member” or “Members, or, collectively, as “Membership.” A  Membership candidate must be 55 years of age or over. He must attend three meetings initially as a guest and then at least three meetings as a candidate, none of which need to be attended in succession, before becoming eligible for induction. His name must be published in the Cigar Box Bulletin prior to admission. 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 of one year and end on April 30 of the following year.  (b)   The RMA shall periodically charge dues to its members, and other fees such as the weekly CBB collections, as directed and approved by the Board of Directors.

Section 4 – BOARD OF DIRECTORS.  The Board of Directors shall be comprised of the six Officers; the two most recent Past Presidents of the RMA who have continued as Members; the Chairmen of the Membership, Program and Special Events and Publicity Committees; and two Members elected from the Membership at large, each of whom shall be elected to serve a term of one year. Others may be invited to attend Board Meetings only with the concurrence of the President or Acting President.

Section 5. –  POLICY AND PROCEDURES MANUAL.   Pursuant to the approval granted by the Board at its meeting held on May 6, 1981, the RMA has the power 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, and shall be published and re-published in a Policies and Procedures Manual.  The Policies and Procedures Manual shall be readily available to the members on request through the Membership Committee or the Historian.

Section 6 – OFFICERS. The Officers shall be Members and shall consist of a President, a First Vice-President, a Second Vice-President, a Third Vice-President, a Secretary, and a Treasurer. The Treasurer may with the concurrence of the President, appoint one Assistant Treasurer and the Secretary may appoint an Assistant Secretary. All such appointees shall be Members but shall not be Officers.

Section 7 – COMMITTEES. 

(a) The activities of the RMA shall be channeled through Standing and Appointed Committees.

(b) The Standing Committees of the RMA shall be chaired by persons elected by the Membership. Committee members shall be selected by each Committee Chairman. These Committees shall consist of the following: Audit, Cigar Box Bulletin, Membership, Program, Volunteer, Publicity and Special Events.

(c) The Appointed Committees of the RMA shall be chaired by Members appointed by the President and they shall serve during his term and at his pleasure.

Section 8 – RESPONSIBILITIES. 

(a) Neither the RMA nor its Officers, Directors 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 places 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 be paid any salary or other compensation.

(e) Upon any dissolution of the RMA, all its net assets, after settlement of its debts and obligations, shall be transferred to any organization designated by the Board of Directors which is tax-exempt under IRS regulations.

Section 9 – NOMINATIONS AND ELECTIONS.

(a) 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 serve a three-year term on the Council, to be elected by the Membership.

(b) The Nominating Council shall present the nominees for Officers, Directors, Standing Committee Chairmen and Nominating Council to the Membership at the next to last Regular meeting in March.  Additional nominations may be made from the floor.

(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 Annual Election by the RMA Membership shall be the last Regular meeting in March. The elected persons, Standing Committee Chairmen and Appointed Committee Chairmen shall assume office on May first.

(e) Any vacancy occurring in any office, chairmanship of a Standing Committee or directorship shall be filled by appointment by the Board of Directors from among candidates recommended by the Nominating Council.   No vacancies shall be filled by automatic succession.  All vacancies shall be filled as soon as possible. Any vacancies within a committee may be filled by the Chairman of that committee.

Section 10 – MEETINGS.

(a)  Regular 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 Annual Meeting shall be held on the last Wednesday in April for the installation of those elected and for the presentation of Annual Reports. Robert’s Rules of Order shall prevail at both Regular meetings and the Annual Meeting. The Treasurer’s report for the year cannot be completed until after the Annual Meeting and shall therefore be given at the next or a following Regular meeting.  Fifty (50) members shall constitute a quorum for a Regular meeting or the Annual Meeting.

(b) The Board of Directors shall meet the first Wednesday of each month one hour before the Regular meeting.  Special meetings of the Board may be called by the President or a majority of the Board of Directors.   A majority of Directors shall constitute a quorum at Board meetings.

Section 11 – AMENDMENTS.  Proposals for amendment of the Certificate of Incorporation and/or By-Laws must be presented to the President in writing for consideration of the Board of Directors and its recommendations. Such recommended amendment shall be announced to Members at a Regular meeting, shall be published in the Cigar Box Bulletin, and voted on at the next Regular meeting.

Section 12 – DIRECTORS; DUTIES.  The Board of Directors shall, on its own behalf and/or acting through its officers, manage and direct the conduct of the affairs and business of the RMA, shall consider and adopt policies, procedures and programs for the RMA, and make recommendations to the Membership for action at the Regular Meetings.

Section 13 – OFFICERS; TERM; DUTIES.

(a) The President shall be elected by the Membership at the Annual Meeting in each year for a term of one (1) year and until his successor shall have been elected or appointed and shall qualify for office and the person then serving as First Vice President shall automatically be nominated to succeed him.  The President shall preside at all Membership and Board meetings and perform the other duties usually pertaining to his office. He shall designate the Chairmen of Appointed Committees. In case the President is not available, the ranking Vice-President shall assume the duties of President.

(b)  The First Vice President shall be elected by the Membership at the Annual Meeting in each year for a term of one (1) year and until his successor shall have been elected or appointed and shall qualify for office and the person then serving as Second Vice President shall automatically be nominated to succeed him. The First Vice-President shall be the Chairman of the Annual Dinner Committee and coordinator of the Standing Committees.

(c) The Second Vice President shall be elected by the Membership at the Annual Meeting in each year for a term of one (1) year and until his successor shall have been elected or appointed and shall qualify for office and the person then serving as Third Vice President shall automatically be nominated to succeed him. The Second Vice-President shall serve as Vice-Chairman of the Annual Dinner Committee and as Coordinator of the Appointed Committees assigned to him by the President each year and published from time to time in the Policies and Procedures Manual.

(d) The Third Vice President shall be nominated by the Nominating Council and elected by the membership at the Annual Meeting in each year for a term of one (1) year and until his successor shall have been elected or appointed and shall qualify for office. The Third Vice-President shall serve as Chairman of the Annual Picnic and as Coordinator of the Appointed Committees assigned to him by the President each year and published from time to time in the Policies and Procedures Manual.

(e) All Vice-Presidents shall make themselves available for any special assignments the President may wish to delegate.

(f) The Secretary shall be nominated by the Nominating Council and elected by the Membership at an Annual Meeting for a term of one (1) year  and until his successor shall have been elected or appointed and shall qualify for office and may be reelected. The Secretary shall record the minutes of all Board of Director meetings and the highlights of all Membership meetings and report to each body as required. He is responsible for reviewing the contents of all Cigar Box Bulletins, the official record of Membership meetings, for accuracy and make corrections as needed. He shall keep on file an official copy of the Certificate of Incorporation and By-Laws and the Policies and Procedures Manual. He is also responsible for preparing and publishing the official list of Officers, Directors, Committee Chairmen and personnel.

(g) The Treasurer shall be nominated by the Nominating Council and elected by the Membership at an Annual Meeting for a term of one (1) years and until his successor shall have been elected or appointed and shall qualify for office and may be reelected. The Treasurer shall maintain any necessary accounts in an established Greenwich bank. A brief statement of receipts, expenditures, and balance of funds shall be presented to the Membership and Board as required. The President, First Vice President, Treasurer, and Assistant Treasurer shall qualify for signing checks. The President may approve unbudgeted requests up to and including $500.00 yearly and must report them to the Board.  Both Board and Membership approval are required beyond the $500.00 limit.

(h) Assistant Treasurer.  The Assistant Treasurer shall be appointed by the Treasurer to serve during his term and at his pleasure.  His duties shall be as determined by the Treasurer from time to time.

(i) All officers elected by the Membership or appointed in the case of a vacancy by the Board shall keep accurate and reasonably complete records of their service and shall provide copies of all such records, in whatever form, to their respective successors in office and shall be required to adequately brief and instruct their successors about the conduct of their service in that office.

Section 14 – STANDING COMMITTEES.

(a)  The Program Committee shall be responsible for providing the program for the second hour at all Regular meetings.

(b) The Membership Committee shall at each Regular meeting provide and distribute identification badges, report the number present/birthdays for the ensuing week, and introduce candidates and guests. The Committee shall determine the status of Members based upon the timely payment of their annual dues.  The Membership Committee is 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.   A roster of the Membership is to be prepared and issued at the beginning of each fiscal year and updated weekly or from time to time during each year on a word processing system chosen by the Membership Committee  and distributed to the Membership in hard copy or by email as the Member may request during the year.

(c)  The Cigar Box Bulletin Committee publishes the Cigar Box Bulletin (“CBB”), which is the official record of all matters covered at each Regular meeting. It includes official notices, matters voted on, or to be voted on by the Membership, and a schedule of future events. Each CBB should be promptly prepared and sent to all Members, candidates, and others designated by the Board of Directors. The Historian shall be provided with a CD of each CBB which he shall keep as a part of his records as the official records of the Regular Meetings. The CBB Committee is responsible for the production, distribution by mail or email or other means and the control of costs of the Bulletin.

(d)   The Volunteer Committee shall report at each regular meeting details of volunteer services. It shall acknowledge and encourage the participation of all Members in the activities of the agencies serving the community. It shall maintain records to determine the members contributing the greatest number of hours in a year.

(e) The Audit Committee shall audit the financial records at the end of each year and report its findings to the Membership as soon as possible.

(f) Special Events Committee.  The main function of this Committee is to provide the Membership with an opportunity to participate in a wide range of events on a regular periodic basis. Daytime events are preferred, and at least 40 participants are needed for each event to minimize the transportation portion of the overall event cost for each individual.

(g) Publicity.  This Committee, under the guidance of the President and the Board of Directors, will take appropriate steps to promote the RMA to the Greenwich Community with the goal of creating within the Community an understanding and appreciation of the value of the RMA’s activities to the Community.  Such steps shall include, but not be limited to, promotion of the RMA’s weekly programs, furthering awareness in the Community of the scope and volume of RMA volunteerism and arranging events and arranging for RMA presence at scheduled Town events for the promotion of the RMA.

(h) The Corporation is authorized to create and define the duties for additional Standing Committees and/or to eliminate Standing Committees by the Board of Directors adopting a resolution to that effect at a regular meeting and presenting the proposed action to the Membership for a vote at a subsequent weekly meeting, which if approved by the Membership, shall take effect on and after the date of the action by the Membership. As soon as possible thereafter the Board shall cause the action to be described and set forth as appropriate in the Policy and Procedures Manual.

Section 15 – APPOINTED COMMITTEES.  The names and listing of the appointed committees, along with their duties and responsibilities, may be found in the Policies and Procedures Manual as revised and amended from time to time by resolution of the Board of Directors.