ISLES OF SHOALS ASSOCIATION (UNITARIAN-UNIVERSALIST), INC.
By-Laws as Amended November 2023
ARTICLE 1 NAME
The name of this Corporation shall be Isles of Shoals Association (Unitarian-Universalist), Inc.
ARTICLE 2 PURPOSE
The purpose for which Isles of Shoals Association (Unitarian-Universalist), Inc. is formed is exclusively charitable and educational as contemplated by §501(c)3 of the Internal Revenue Code of 1986 or any successor provision. Any references herein to any provision of such Code shall be deemed to mean such provision as now or hereafter existing, amended, supplemented, or superseded as the case may be. The specific purpose of the Corporation shall be to promote and encourage the holding of religious and educational conferences at the Isles of Shoals and to assist the Star Island Corporation in the development of its conference program and facilities therefore at Star Island, New Hampshire. The Corporation is organized exclusively for charitable, education, religious and scientific purposes. The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of non-profit corporations organized under the laws of the State of New Hampshire.
ARTICLE 2A LIMITATIONS
Section A. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign of any candidate for public office.
Section B. The Corporation shall not discriminate in policy or practice on the basis of race, color, religion, sex, gender identity or expression, age, marital status, sexual orientation, genetic information, veteran status, physical or mental disability, national origin, ancestry, or other protected category:
i. in the persons served, or in the manner of service;
ii. in the hiring, assignment, promotion, salary determination or other conditions of equal employment opportunity (EEO);
iii. in the membership of its Board of Directors; or
iv. in the organization’s committee members or volunteers.
Section C. The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from federal taxation as an organization described in §501(c)3 of the Internal Revenue Code of 1986, or any successor provision, or as a corporation to which contributions are deductible under §170(c)(2) of the Internal Revenue Code of 1986, or any successor provision.
Section D. The Corporation is not organized for pecuniary profit and shall not have any capital stock. No part of its net earnings or of its principal shall inure to the benefit of any Officer or Director of the Corporation, or any other individual, partnership, or corporation, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.
ARTICLE 3 MEMBERSHIP
Any person who has evidenced an interest in the Isles of Shoals may become a member of the Corporation by paying membership fees as determined by the Board of Directors.
ARTICLE 4 OFFICERS AND DIRECTORS
Section A. The officers of the Corporation shall be president, first vice-president, second vice-president and third vice-president, a treasurer, an assistant treasurer, a membership secretary, and a board secretary. In addition to the officers, there shall be thirteen directors, to constitute a twenty-one-member Board of Directors. Each officer and four directors shall be elected at an annual meeting for a term of three years. The Chair of the Shops on Star Committee shall be a member of the board ex-officio. Members of the board may serve in any capacity for a maximum of three terms (nine years). The exception is a member who serves at any time as president. This person may serve four terms (twelve years) on the board, but only three terms (nine years) as president. In the case of a person who has been elected to fill a vacancy that is less than one year in duration, that term shall not count toward the total service years for purposes of this section.
Section B. Except in the case of a contest, election of officers and directors may be conducted by ballot cast by the board secretary upon the vote of a majority of the members present and voting.
Section C. After serving as either a board officer or director, an individual may be given emeritus status upon the vote of a majority of the board members present and voting. Emeritus board members may not vote at board meetings or serve on the nominating committee of the board but may engage fully in all board discussions and serve in an advisory role to its members.
ARTICLE 5 POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section A. The Board of Directors shall have custody of all property belonging to the Corporation.
Section B. Between meetings of the Corporation, the Board shall oversee the expenditure of all monies of the Corporation and shall safeguard and promote the interests of the Corporation. The Board shall report at each meeting of the Corporation all actions taken by it since the past preceding meeting of the Corporation.
Section C. The Board shall meet not less than twice between annual meetings of the Corporation. Seven members of the Board shall constitute a quorum at each of its meetings.
Section D. Meetings of the Board may be called by the president or board secretary or by presentation to the board secretary of a request in writing signed by five members of the Board (other than the board secretary) stating the particular purpose of such a request.
Section E. Notice of each meeting of the Board shall be given by the board secretary or president at least ten days before the date fixed therefore.
Section F. The Board may appoint and constitute committees as it deems necessary.
Section G. The Board may fill any vacancy in its own number between annual meetings of the Corporation.
Section H. The Board may determine on what terms and in what amount the treasurer shall be bound.
Section I. Members of the Board or of any committee may participate in a Board meeting using conference telephone, computer, or similar communication equipment so long as all members participating in such a meeting can hear one another. Participation in a meeting pursuant to this provision constitutes presence in person at such a meeting.
Section J. Notwithstanding the provisions of any of the foregoing sections, a meeting of the Board may be held at such time and place as the Board shall designate and any actions may be taken thereat, if notice thereof is waived in writing by every Director having the right to vote at the meeting.
Section K. Action may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the voting Directors then serving in office.
ARTICLE 6 POWERS AND DUTIES OF OFFICERS
Section A. Except as otherwise specifically provided in this Article, the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices or as may be specified from time to time by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office.
Section B. In the absence of the president, or the event of their inability to act, the vice-president most senior in rank shall carry out the duties of the president for the duration of absence or disability.
Section C. At each annual meeting and at other times upon the request of the Board of Directors, the treasurer shall report concerning the finances of the Corporation and shall submit to each annual meeting a written report thereon. They shall submit accounts and reports to such auditing procedures as the board may from time to time designate.
Section D. The membership secretary shall keep an accurate list of the names and addresses of the members of the Corporation and classification or type of membership for each.
ARTICLE 6A INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section A. Every person who is or shall be or shall have been a director or officer of the Corporation and their personal representatives shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon them in connection with or resulting from any action, suit, or proceeding to which they may be made a party by reason of being or having been a director or officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which they shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and other than in the reasonable belief that their action was in the best interests of the Corporation, or, with respect to any criminal action or proceeding, had reasonable cause to believe that their conduct was unlawful. Costs and expenses of actions for which this Article provides indemnification shall include, among other things, attorney’s fees, damages, and reasonable amounts paid in settlement.
Section B. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer trustee, partner, fiduciary, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against that person and incurred by that person in any such capacity or arising out of that person’s status as such, whether or not the Corporation would have the power to indemnify that person against such liability under this section.
ARTICLE 7 MEETINGS OF THE CORPORATION AND NOTICE THEREOF
Section A. The annual meeting of the Corporation shall be held within sixty days of the close of the Corporation’s fiscal year, on a date and at a time and place (including virtually if appropriate) determined by the Board of Directors at least thirty days prior to the date so determined.
Section B. Notice of the annual meeting shall be given by mail, email, or other electronic communication by the membership secretary to each member at their address, email address, or other electronic address, as it appears on the membership secretary’s record and at least fifteen days before the date fixed therefore.
Section C. Special meetings of the Corporation may be called by an officer or by three directors and shall be called on the written request of fifteen members.
Section D. Notice of any special meeting shall be given by mail, email, or other electronic communication by the membership secretary to each member at their address, email address, or other electronic address, as it appears on the membership secretary’s record and at least five days before the date fixed therefore and shall state the general nature of all matters to be brought before such meeting.
Section E. The president and membership secretary shall determine the dates, time, and place (including virtually if appropriate) of any special meeting within twenty days of the call.
Section F. Twenty members of the Corporation shall constitute a quorum at any meeting of the Corporation, be it the Annual Meeting or a Special Meeting, but a smaller number may adjourn a meeting regularly called and held at a stated time.
Section G. Voting by proxy shall not be permitted at any meeting of the Corporation.
ARTICLE 8 MEMBERSHIP FEES AND FISCAL YEAR
Section A. A person may become a life member of the Corporation upon payment of a contribution as determined by the Board of Directors.
Section B. The Board of Directors shall by vote establish and promulgate a schedule of membership fees as it sees fit.
Section C. The fiscal year of the Corporation shall be November 1 through October 31.
ARTICLE 9 FINANCE COMMITTEE
The Board of Directors may appoint a Finance Committee of such members not exceeding five as it considers expedient, of which committee the treasurer shall be a member. The Finance Committee may from time to time make recommendations to the Board regarding the investment of Corporation funds and on other matters having to do with the fiscal aspect of the Corporation’s affairs.
ARTICLE 10 SHOPS ON STAR COMMITTEE
Section A. The Shops on Star Committee shall operate under the direction and oversight of, and with funding provided by, the Isles of Shoals Association Board of Directors for the purpose of managing the gift shop, book store, and lobby store on Star Island.
Section B. The Board of Directors shall approve the Shops on Star Committee Organization and Guidelines document that guides the Shops on Star Committee.
Section C. The Board of Directors may appoint or remove the Shops on Star Committee Chair by majority vote. The Shops on Star Committee membership shall be decided by the Committee Chair. The president is invited to all Shops meetings. At least one committee member must be a treasurer who coordinates with the board president and board treasurer on financial matters.
ARTICLE 11 NOMINATING PROCEDURE
Section A. Not less than sixty days before each annual meeting, the Board of Directors shall appoint a nominating committee of not less than three nor more than five members, which shall present to such annual meeting a list of nominations for the offices or directorships to become vacant thereat.
Section B. The nominating committee shall also bring to the annual meeting a nomination or nominations for filling any unexpired terms which may not have been filled temporarily by the Board of Directors. Any position filled temporarily will be brought by the nominating committee to the next annual meeting.
ARTICLE 12 SALE OF STOCKS AND BONDS
The treasurer or president shall have the power, with the approval of the Board of Directors as evidenced by the certificate of the board secretary, to sell and endorse for sale all certification of stocks or registered bonds standing in the name of the Corporation and either of them may do all things necessary to accomplish the foregoing.
ARTICLE 13 DISTRIBUTION OR DISSOLUTION
On dissolution, after provision is made for payment of debts, all property of the Corporation from whatever source arising shall be distributed only to such organizations as are then exempt from tax by virtue of §501(c)3 of the Internal Revenue Code of 1986, or any successor provision, and as the Board of Directors of the Corporation shall determine, unless otherwise provided in the instrument from which the funds to be distributed derive.
ARTICLE 14 AMENDMENTS
These by-laws may be amended or repealed at any annual meeting of the Corporation by a vote of two-thirds of the members present and voting, provided the call of such meeting shall have notified the members of the nature of the proposed change or changes therein.