By-Laws Of The Friends Of Sagamore Hill
A Chapter Of The Theodore Roosevelt Association
ARTICLE I - ORGANIZATION
The Friends will function as a Chapter of the Theodore Roosevelt Association (TRA), utilizing the TRA's Charter. The principal office of the Chapter shall be at Sagamore Hill NHS, Oyster Bay, State of New York. The Chapter may also have offices at such other places within or without this state as the Board may from time to time determine or the business of the corporation may require.
The purposes for which this Chapter has been organized, subject to the limitations thereon, are as follows:
(a) To aid the management programs and objectives that are specific to the
Sagamore Hill National Historic Site through advocacy, fund-raising, and
other support efforts.
(b) To work with the National Park Service, U.S. Department of Interior,
hereinafter referred to as NPS, toward the goals of preserving the historic integrity of Sagamore Hill National Historic Site and the historic legacy of Theodore Roosevelt.
(c) To encourage and assist efforts to preserve, maintain and enhance the cultural integrity of Sagamore Hill. Sagamore Hill shall mean and encompass the National Historic Site including the Old Orchard Museum, Grounds, Buildings and Structures and other environs within but not limited to the boundaries of Sagamore Hill National Historic Site.
(d) To serve as an advocacy group for Sagamore Hill National Historic Site.
(e) To assist in conducting educational programs and workshops in various subjects pertaining to the cultural history and landscape, natural resources and preservation of Sagamore Hill and the life and times of Theodore Roosevelt.
(f) To provide services of coordination, education, information, publications,
and other support services on the cultural background, natural resources, preservation and protection of Sagamore Hill National Historic Site and the life and times of Theodore Roosevelt.
(g) To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for pecuniary profit or financial gain of its members, directors or officers, except as permitted under the existing charter of the Theodore Roosevelt Association.
(h) To raise and administer funds for the purposes stated above.
2. FRIENDS CHAPTER RESTRICTIONS
(a) These By-Laws shall not authorize this Chapter, directly or indirectly, to change its purposes, or to engage in any activities contrary to the Charter of the Theodore Roosevelt Association.
(b) The purposes for which The Friends of Sagamore Hill Chapter of the Theodore Roosevelt Association is organized are exclusively charitable, scientific, literary, and educational as stated in Article II: Purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
(c) Notwithstanding any other provision of these articles, The Friends of Sagamore Hill Chapter of the Theodore Roosevelt Association shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
(d) In the event of dissolution, the residual assets of The Friends of Sagamore Hill Chapter will be turned over to the parent Theodore Roosevelt Association for the sole benefit of Sagamore Hill National Historic Site. In the event of prior or concurrent dissolution of the Theodore Roosevelt Association, the residual assets of the organization will be turned over to
one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or corresponding Sections of any prior or future Internal Revenue Code or to the Federal, State, or local government for exclusive public purpose.
(e) The Friends of Sagamore Hill, in order not to jeopardize the tax exempt status of our parent organization, the Theodore Roosevelt Association, will not engage in the following activities:
3. FRIENDS CHAPTER
The Chapter shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code. The fiscal year of The Friends of Sagamore Hill will be concurrent with the fiscal year of the Theodore Roosevelt Association.
ARTICLE III - MEMBERSHIP
1. QUALIFICATIONS FOR MEMBERSHIP
Qualifications for additional members, both individual and institutional, shall be determined by the Board. The list of Charter Members is appended to these by-laws as Schedule A.
2. MEMBERSHIP MEETINGS
The annual membership meeting of the Chapter shall be held during the Spring of each year. At least ten (10) days prior to the annual meeting, the Secretary shall cause to be mailed to every member in good standing at his/her address as it appears on the membership roll book of the Chapter a notice stating the time and place of the annual meeting.
The presence at any annual or special membership meeting of not less than ten (10) voting (active) members, shall constitute a quorum and shall be necessary to conduct the business of the Chapter. Decisions shall be made by majority vote of those members present, except in the case of amendments to the By-Laws which shall require a two-thirds vote of those members present.
A membership roll showing the list of voting members as of the record date, certified by the Secretary of the Chapter, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the Chapter at least ten (10) days prior to such meeting. All persons appearing on such voting membership roll shall be entitled to vote at the Annual Membership Meeting.
3. SPECIAL MEETINGS
Special meetings of the Chapter members may be called by five (5) of the Directors or by a special petition of seven (7) members. The Secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten (10) days but not more than sixty (60) days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such
special meeting without unanimous consent of all voting members present at such meeting.
4. FIXING RECORD DATE
The members entitled to notice of or to vote at any meeting of members or any adjournment thereof, are those persons who meet the qualifications for membership as set by the Board of Directors at least ten (10) days prior to the date of the meeting.
5. ORDER OF BUSINESS
The order of business at the annual membership meeting shall include the following:
(b) Approval of the minutes of the preceding meeting.
(c) Reports of Committees and Officers.
(d) Old and unfinished business.
(e) Report of Nominating Committee.
(f) Election of Officers and Directors
(g) New business.
6. MEMBERSHIP DUES
The annual dues for all classes of membership shall be determined by the Board.
ARTICLE IV - DIRECTORS
1. MANAGEMENT OF THE CHAPTER
The Chapter shall be managed and all business conducted by the Board of
Directors. The Board of Directors shall consist of not less than ten (10) and not more than twenty (20) Directors. Each Director shall be at least 21 years of age. A quorum for meetings of the Board of Directors shall consist of five (5) of the total number of Board members.
2. ELECTION AND TERM OF DIRECTORS
At each annual meeting of members the voting membership shall elect Directors to hold office. The Directors shall be divided into three classes with up to seven directors in each class. For the first election after the adoption of these By-Laws, the term of office of the first class shall expire at the first annual meeting of the Chapter after their election; the term of office of the second class shall expire at the second succeeding annual meeting and the third class at the third succeeding annual meeting. At each annual meeting after the election of the first classified Board, Directors shall be elected for a term of three years to replace those whose terms shall expire. Each Director shall hold office until the expiration of the term to which he or she is elected, or until his or her prior resignation, death or removal. At least sixty (60) days prior to the annual membership meeting, a Nominating Committee shall be appointed by the Chairperson with ratification by the Board of Directors, consisting of, but not limited to, at least three (3) members of the Board of Directors. The recommendations of the Nominating Committee shall be presented to the Board of Directors at the meeting before the annual membership meeting, and upon approval, be submitted to the active voting membership not more than sixty (60) days and not less than ten (10) days prior to the annual meeting. Voting members may also submit nominations at the time of election of Directors at the scheduled annual membership meeting. All votes at the annual election of the Board shall be viva voce unless otherwise requested, or unless there shall be more than one candidate for elections for the same office when elections shall be by secret ballot.
3. REMOVAL OF DIRECTORS
Any Director or Directors may be removed by majority vote of the members present at a duly authorized membership meeting or at a meeting of the Board. Notice of any proposed removal must be sent to the Director or Directors involved at least ten (10) days prior to the membership or Board meeting.
A Director may resign at any time by giving written notice to the Board, the Chairperson or the Secretary of the Chapter. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, however the acceptance of the resignation shall be necessary to make it effective.
5. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the Chapter or at such other places, either within or without the state, as it may from time to time determine, but shall meet no less than four (4) times per year.
6. NOTICE OF MEETINGS OF THE BOARD
Regular meetings of the Board may be held at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the Chairperson or Acting Chairperson upon personal notice to each Director; special meetings may also be called by the Chairperson or by the Secretary in a like manner on written request of five (5) Directors.
7. EXECUTIVE AND OTHER COMMITTEES
The Chairperson with the approval of the Board, may from time to time designate special and standing committees. The Chairperson shall be an ex officio member of all committees, except the Nominating Committee.
8. EXECUTIVE COMMITTEE
An Executive Committee shall have such functions and powers as designated by the Board of Directors. Its membership shall consist of the Chairperson, the Treasurer and such other Board members as approved by the Board and shall report all its actions to the full Board at the subsequent regular meeting.
ARTICLE V - OFFICERS
1. OFFICERS, ELECTION, TERM
The membership at its regular annual meeting shall elect a Chairperson, one or more Vice-Chairpersons, one of whom shall be designated Executive Vice-Chairperson, if there be more than one, a Secretary and a Treasurer, and such other officers as it may determine. The Nominating Committee shall present a slate of officers not less than three (3) weeks prior to the annual membership meeting. Candidates for officers may be nominated from the floor at the annual meeting. Officers must be members of the Board.
The Chairperson shall be the Chief Executive Officer of the Chapter; he or she shall preside at all meetings of the members and of the Board of Directors; he or she shall oversee the general management of the affairs of the Chapter and shall see that all orders and resolutions of the Board are carried into effect. The Board shall designate those members of the Board of Directors who shall be authorized to countersign on behalf of the Chapter checks, drafts, notes and orders for the payment of money, and shall sign all contracts authorized by the Board and countersigned by a person authorized by the board.
During the absence or disability of the Chairperson, the Vice-Chairperson, or if there are more than one, the Executive Vice-Chairperson, shall have all the powers and functions of the Chairperson. Each Vice-Chairperson shall perform such other duties as the Board shall prescribe.
The Treasurer shall have the care and custody of all the funds and securities of the Chapter, and shall deposit said funds in the name of the Chapter in such bank or trust company as the Directors may elect. The Treasurer and/or any bookkeeper employed and so designated by the Board shall also sign all checks, drafts, notes, and orders for payment of money, which checks, drafts, notes, and orders for the payment of money shall be countersigned by any one of those members of the Board of Directors as shall have been authorized to do so by the Board, unless below an amount allowed by the Board; the Treasurer shall at all reasonable times exhibit the audit or financial reports to anyone upon application. At the end of each fiscal year, there shall be an independent audit of the accounts of the Chapter by a Certified Public Accountant approved by the Board of Directors. A current Treasurer’s Report shall be presented in writing on a quarterly basis.
The Secretary shall keep the minutes of the Board of Directors meetings, and also the minutes of membership meetings. He or she shall attend to the giving and serving of all notices of the Chapter, and shall have charge of such books and papers as the Board of Directors may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to his or her office. He or she shall keep a Membership Roll containing the names, alphabetically arranged, of all persons who are members of the chapter.
The Board has the authority to employ such persons for jobs in keeping with the purposes of the Chapter. Employees of the Chapter are not Board members. This does not apply to honoraria.
ARTICLE VI - CONSTRUCTION
If there be any conflict between the provisions of the Charter and the By-Laws of the Theodore Roosevelt Association and these By-Laws, the provisions of the Charter and the By-Laws of the Theodore Roosevelt Association shall govern.
ARTICLE VII - AMENDMENTS
Notification of the meeting, and copies of proposed amendments or changes together with existing By-Laws, shall be sent to all members at least ten (10) days prior to any meeting at which amendments or changes to the By-Laws will be considered for a vote thereon. Adoption of amendments requires a two-thirds vote of those members present.
Reproduced July 19, 2012
Charter Members of the Friends of Sagamore Hill
Richard N. Bond
Frederic (“Fritz”) R. Coudert
Charles F. Dolan
David N. Feldman
Brian H. Madden
Harold F. Madden
Stephen A. Martini
Dorothy H. McGee
Robert R. McMillan
Abby M. O’Neill
George D. O’Neill
John J. Shalam
Richard P. Torykian