BY-LAWS OF THE CAPE VERDEAN SUBCOMMITTEE OF THE
RHODE ISLAND HISTORICAL PRESERVATION & HERITAGE COMMISSION
ARTICLE I - NAME
This organization shall be known as the Cape Verdean Subcommittee of the Rhode Island Historical Preservation & Heritage Commission (the “Subcommittee” or the “Organization”). The Subcommittee consists of the Board of Directors (the “Board”), the Executive Committee, general members, and ad hoc committees that may be created by the Board.
ARTICLE II - PURPOSE
The purpose of the Organization is to commemorate and preserve the history, culture and traditions of the Republic of Cape Verde and Cape Verdean Americans, to improve the well-being of Cape Verdean communities, to foster brotherhood and understanding among Cape Verdeans, and to engage in any other activities permissible by law and consistent with this mission statement.
ARTICLE III - MEMBERSHIP
Section 1 - Membership
a) The membership shall consist of persons of Cape Verdean descent and/or spouses of members, or people who are interested in promoting the Organization’s mission.
b) All persons who support the Organization’s mission may be eligible to become members of the Organization upon completing the membership application and payment of dues, if any.
c) Members in good standing are entitled to attend general and special meetings; to vote on all questions coming before the membership; to hold office and serve on standing or special committees. Good standing requires payment of membership fee, if imposed by the Board, and active participation in the Organization’s mission. The Board will define what constitutes active participation.
d) Members are welcome to attend meetings of the Board and to participate in discussions on matters before the Board, but are not entitle to vote on such matters.
e) Membership dues and privileges are determined by the Board.
f) The Board may, at its discretion, take any action it deems appropriate to increase the membership, change the membership requirements, determine the terms to maintain good standing, decline to grant, suspend, or terminate the membership of any person at any time, with or without cause, after reasonable notice and opportunity to be heard, if such action is deemed to be in the best interest of the Organization.
Section 2 - Meetings of the Membership
a) The Annual Meeting of the Membership shall be held each year in the month of October for the election of Board members.
b) Special meetings of the membership may be called by the President at his or her discretion, or at the direction of the Board, or at the written request of at least 10% of the membership. Notices of special meetings shall state the matters to be considered.
c) At least a two-week notice of the annual or any special meeting shall be given.
d) A majority vote of those voting is necessary to transact any business brought before the membership, including the election of directors of the Board or removal of officers or such directors.
ARTICLE IV - BOARD OF DIRECTORS
Section 1 - Board role, size, and compensation
The Board of Directors, which consists of the Officers and any Board members at large, is responsible for overall policy, direction and well-being of the Organization, and delegates the responsibility of day-to-day operations to the staff and committees. The Board shall have up to 20, but not fewer than 10 members. The actual number of Board members at large will be set by the Board and may be changed by majority vote of the Board. The Board receives no compensation other than reasonable expenses.
Section 2 - Terms
All Board members shall serve two-year terms, but are eligible for re-election for up to three (3) consecutive terms. Fulfilling an incomplete term is not considered part of the term limit. Any Board member that misses three consecutive meetings without justification will be considered resigned.
Section 3 - Meetings and notice
The Board shall meet at least quarterly, at an agreed upon time and place. An official Board meeting requires that each Board member have written notice at least two weeks in advance.
Section 4 - Board elections
New directors and current directors shall be elected or re-elected by the Members at the annual or special meeting. Directors will be elected by a simple majority of Members present at the meeting. All Directors will be divided into two classes as nearly equal in number as is practicable in order to stagger the terms of Directors and achieve continuity of governance of the Organization as follows: Class A directors, whose terms expire at the end of the annual meeting of the membership in even-numbered years; and Class B directors, whose terms expire at the end of the annual meeting of the membership in odd-numbered years. The number of Directors in each class will be fixed as determined by the Board of Directors.
Section 5 - Election procedures
A Board Nominating Committee shall be responsible for identifying a slate of prospective Board members and presenting that slate to the membership for election at the annual or special meeting. The Board shall determine the size of the Nominating Committee and appoint its members by a majority decision. The election of Board members shall be conducted through paper ballots.
Section 6 - Quorum
A quorum must be attended by at least forty percent of Board members for business transactions to take place and motions to pass.
Section 7 - Specific Collective Powers and Responsibilities
Members of the Board are trustees who act on behalf of the Organization and the Cape Verdean Community. The basic responsibilities of the collective Board include, but are not limited to:
a) Clearly defining and articulating the Organization’s mission, policies, procedures, accomplishments and goals;
b) Supporting and evaluating the President as the chief executive with the goals of the Organization in mind;
c) Determining the need for and the responsibilities of standing or special committees to carry out projects or special programs;
d) Ensuring effective organizational planning;
e) Determining which of the Organization’s programs are consistent with its mission and monitoring the effectiveness of these programs;
f) Securing adequate financial resources for the Organization to fulfill its mission;
g) Assisting in the development of the Organization’s annual budget and ensuring that proper financial controls are in place;
h) Defining prerequisites for potential new Board members, orienting these new members, and periodically evaluating performance;
i) Developing a system of internal controls and best practices;
j) Ensuring that the Organization adheres to legal and ethical standards and norms;
k) Amending the By-Laws;
l) Adopting resolutions to, among other things, effectuate, complement and/or supplement any and all provisions of these Bylaws;
m) Taking any action that the Board deems appropriate to gain the community’s support and to enhance the Organization’s public image; and
n) Taking any other action that the Board deems necessary for the proper functioning and/or deems in the best interest of the Organization, and that is not contradictory to these By-Laws or the applicable laws of the State of Rhode Island for Non-profit Corporations.
Overall, Board members have a duty of loyalty to the Organization, its staff and other Board members. While differences of opinion will likely arise, Board members should keep disagreements impersonal. By practicing discretion and accepting decisions made on a majority basis, the Board can accomplish unity and confidence in its decisions.
Section 8 - Specific Responsibilities of Individual Members
Each individual member of the Board shall:
a) Regularly attend Board meetings and important related meetings;
b) Make serious commitment to participate actively in committee work;
c) Volunteer for and willingly accept assignments and complete them thoroughly and on time;
d) Stay informed about committee matters, prepare himself/herself well for meetings, and review and comment on minutes and reports;
e) Get to know other committee members and build a collegial working relationship that contributes to consensus;
f) Be an active participant in the committee's annual evaluation and planning efforts; and
g) Participate in fund raising for the Organization.
Section 9 - Chair of the Board
The Chair of the Board of Directors shall:
a) Be elected by the Members of the Organization;
b) Develop the agenda for meetings of the Board in consultation with the President and preside at all such meetings;
c) Act as liaison from and spokesperson for the Board of Directors and participate in long term planning for the Organization
d) Be a trusted advisor to the President, who is the chief executive officer, as the person implements the Organization’s strategic plan;
e) Provide leadership to the Board, who sets policy and to whom the executive officers are accountable;
f) Encourage Board's role in strategic planning;
g) Appoint the Directors of ad hoc committees, in consultation with other Board members;
h) Serve ex officio as a member of committees and attend their meetings when invited;
i) Discuss issues confronting the Organization with the President;
j) Help guide and mediate Board actions with respect to Organizational priorities and governance concerns;
k) Review with the President any issues of concern to the Board;
l) Monitors financial planning and financial reports;
m) Play a leading role in fundraising activities;
n) Evaluate annually the performance of the Organization in achieving its mission; and
o) Perform such other duties as the Board shall prescribe by resolution.
In the event that the Chair is unable to attend a meeting, the Chair is responsible for designating another Board member to act in his or her stead.
Section 10 - Vacancy
In the event of a vacancy in the Board, the remaining Board members may exercise the powers of the full Board until the vacancy is filled at the next regular election or by a majority vote may appoint a member to temporarily fill the vacancy. A Director elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 11 – Suspension or Removal
A member of the Board may be suspended or removed from office with or without cause after reasonable notice and opportunity to be heard by a majority vote of the Organization membership or by majority vote of the entire Board. The suspension or removal process may be initiated by the Board or by the Members. A motion by the membership to recall any director must be signed by ten percent (10%) of the members and presented to the Chair of the Board for action. Pursuant to such petition, the Chair of the Board shall convene a special meeting of the members to consider the motion.
ARTICLE V - OFFICERS
Section 1- Officers of the Organization
The officers of the Organization consist of the President, Vice President, Secretary, Treasurer, Chief Legal Officer, Social Officer, Public Relations Officer and Sunshine Officer. The Board may appoint other officers as it deems necessary in accordance with Section V.3 of these Bylaws. Officer positions may be combined by the Board (e.g. Secretary/Treasurer). The President may not serve concurrently as the Chair of the Board.
Section 2 - Meetings and notice
The officers shall meet at least monthly, at an agreed upon time and place. An official officers meeting requires that each officer has written notice at least a week in advance.
Section 3 - Election of Officers
The officers of the Organization, except those appointed under these Bylaws, shall be elected by the Board within thirty (30) days after the annual meeting and shall serve a two-year term at the pleasure of the Board. The election of officers shall be conducted through paper ballots. Upon election or appointment to the office under Section 4 below, the officer becomes a Board director, if not already a director at the time of such election or appointment. The Board may exceed the maximum number of directors set forth in these By-Laws to allow for the inclusion of such officer(s).
Section 4 - Other Officers
The Board may appoint and may authorize the Chair of the Board to appoint any other officers that the Organization may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the By-Laws or determined by the Board.
Section 5 - Resignation of Officers
Any officer may resign at any time by giving written or electronic notice to the Organization. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.
Section 6 - Vacancies in Office
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these By-Laws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis. An officer elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 7 –Term
The officers shall be elected within thirty (30) days after the annual meeting held in October, and will serve for a two-year term beginning January 1st of the following year. Any officer is eligible for re-election for up to three (3) consecutive terms. Any officer that misses two (2) consecutive meetings of the Board of Directors without justification shall be considered resigned from his office position. The Board shall determine what constitutes justification.
Section 8 – Suspension or Removal
An officer may be suspended or removed from office with or without cause after reasonable notice and opportunity to be heard by a majority vote of the Organization membership or by majority vote of the entire Board. The suspension or removal process may be initiated by the Board or by the Members. A motion by the membership to recall any officer must be signed by ten percent (10%) of the members and presented to the Chair of the Board for action. Pursuant to such petition, the Chair of the Board shall convene a special meeting of the members to consider the motion.
Section 9 – President
The President is the executive officer responsible for the operation of the Organization. Accordingly,
the President shall:
a) Be the general manager of the Organization;
b) Supervise, direct, and control the Organization's activities, affairs, and officers;
c) Be a member ex-officio of all committees of the Organization.
d) Preside at all regular and special meetings of the executive committee, and vote only in case of a tie;
e) Maintain order and decorum throughout every meeting;
e) Enforce, and cause to be enforced, the By-Laws;
f) Uphold and increase the prestige and integrity of the Organization;
g) Take an active interest in all officers and committees of this Subcommittee;
i) Appoint someone to take minutes at meeting in the case of the Secretary’s absence;
j) Procure grants, funds and sponsorships on behalf of the Organization;
k) Participate in the development of an annual budget;
l) Attend other community meetings and events, to represent the Organization;
m) Maintain social and political relations with other Cape Verdean group leaders; and
n) See that all resolutions of the Board are carried into effect and perform all such other duties assigned by the Board;
Section 10 - Vice President
The Vice President shall perform all duties of the President in the absence or disability of the President. When so acting, the Vice President shall have all powers of and be subject to all restrictions on the President. The Vice President shall have such other powers and perform such other duties as the President or the Board may prescribe.
Section 11 – Secretary
The Secretary shall:
a) Be the custodian of the corporate records, except those pertaining to the office of the Treasurer;
b) Keep or cause to be kept, at the Organization's principal office or at a place determined by Board resolution, a copy of the Articles of Incorporation and By-Laws, as amended to date; a record of the Organization's Members, showing each member's name and address; a book of minutes of all meetings, proceedings, and actions of the Board, the executive committee, the committees of the Board, and the Members' meetings.
The minutes of meetings shall include the time and place of the meeting, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, and the names of those present at the meeting;
c) Be responsible for attendance lists, drafting the minutes of meetings, providing timely notice of meetings, establishing electronic mail communication with Members, publication of minutes, agendas, proposals, reports and other documents transmitted by the Organization to its Members and listing the action items generated at meetings.
Distribution via email or posting to the Organization's website is acceptable in lieu of hard copy material.
d) The Secretary shall have such other powers and perform such other duties as the Board may prescribe.
Section 12 - Treasurer
The Treasurer shall:
a) Keep and maintain, or use a service provider to keep and maintain, adequate and correct books and accounts of the Organization's properties and transactions;
b) Send or cause to be given to the Members and Directors such financial statements and reports as are required by law, by these By-Laws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times. The Board may choose to authorize an audit of the financial records at any time by 30 days written notice to the Treasurer;
c) Receive, disburse, and collect any money due and belonging to the Organization and shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Organization with such depositors as the Board may designate;
d) Pay all bills and disburse the Organization's funds as the Board may order;
e) Render to the President, Chair of the Board, and the Board, when requested, an account of all transactions and of the financial condition of the Organization, and shall prepare and file all state and federal information and tax returns as may be required by law;
f) Participate in the development of the annual budget;
g) Provide a financial report to the Board at least twice per year during Board of Director meetings; and
h) Have such other powers and perform such other duties as the Board may prescribe.
All of the above-described services may be provided by a designated service provider approved by the Board.
Section 13 – Chief Legal Officer
The Chief Legal Officer shall:
a) Oversee the Organization’s compliance with the By-Laws, good governance, best practices, internal controls, and the applicable laws.
b) Provide legal advice to officers and directors in discharging their responsibilities;
c) Assist in the negotiations and/or review all agreements in the name of the Organization;
d) Conduct any investigation in the name of the Organization; and
e) Have such other powers and perform such other duties as the Board may prescribe.
Section 14 – Social Officer
The Social Officer shall:
a) Be in charge of all special events for the Subcommittee;
b) Develop annual calendar of events pertaining to the committee;
c) Assist with the development of grants and sponsorship letters;
d) Assist with the development of vendor applications;
e) Have such other powers and perform such other duties as the Board may prescribe.
Section 15 – Public Relations Officer
The Public Relations Officer shall:
a) Act as a spokesperson for the Subcommittee and handle media inquiries;
b) Interface with partners, supporters, and external agencies on behalf of the Subcommittee via interviews, press releases, and other related methods;
c) Develop strategies to communicate with the media and the general public through various outlets, including print ads, TV, radio, and social media; and
e) Have such other powers and perform such other duties as the Board may prescribe;
Section 16 – Sunshine Officer
The Sunshine Officer shall:
a) Send out condolences, get well wishes, etc., to members of the Subcommittee and other individuals with the consent of the Executive Board (the officers of the Organization);
b) Collect a donation from members at meeting to create a Sunshine Fund; not to exceed $300
to be held on hand;
c) Disburse funds with the consent of the Executive Board;
d) Maintain a record of funds collected and disbursed;
d) Identify charitable initiatives within the community that the Executive Board can support
and organize such efforts; and
f) Have such other powers and perform such other duties as the Board may prescribe.
ARTICLE VI - AD HOC COMMITTEES
Section 1- Committees
The Board may establish ad hoc committees, including, but not limited to, By-Laws, Festival Entertainment, Stage and Tent, Marketing and Media, Safety and Security, Hospitality, Grounds and Licensing, Sponsorship and Grants, Volunteer Workforce, Children Activities, Set up and Decoration, Breakdown and Storage. The specific tasks of each of these committees are described in Attachment A to these By-Laws.
Section 2 - Committee Director Responsibilities
The Committee Director shall:
a) Be a member of the Board;
b) Set tone for the committee work;
c) Ensure that members have the information needed to perform their tasks;
d) Oversee the logistics of committee's operations;
e) Reports to the Board's Chair;
f) Works closely with the President and other staff; and
g) Assigns work to the committee members, sets the agenda and runs the meetings, and ensures distribution of meeting minutes.
ARTICLE VII – CONFLICT OF INTEREST
Section 1 – Contract or Transaction with the Organization
A director, officer, Member of the Organization or an immediate family member of such person shall not be disqualified from entering into a contract or transaction with the Organization, provided that at the time of such contract or transaction:
a) All material facts regarding the financial interest of such director, officer, Member or family member of said persons in such contract or transaction are fully disclosed in good faith to the Board;
b) Such contract or transaction is duly approved in good faith by a majority of disinterested directors of the Board as being in the best interests of the Organization;
c) Prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that under the circumstances the Organization could not obtain a more advantageous arrangement;
d) The Organization enters into the transaction for its own benefit, and the payments to the interested director, officer, Member or family member are reasonable and do not exceed fair market value at the time the transaction; and
e) No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, the due diligence conducted to determine the fairness and reasonableness of the transaction to the Organization, abstention, and rationale for approval.
Section 2 – Loans
The Organization shall not make any loan of money or property to or guarantee the obligation of any Director, officer, or Member or relatives of any said persons.
ARTICLE VIII – RECORD-KEEPING, INTERNAL CONTROLS, AND REPORTS
Section 1 - Maintenance of Corporate Records
The Organization shall maintain all official records, including but not limited to:
a) A copy of the Articles of Incorporation and By-Laws, as amended to date;
b) Adequate and correct books and records of accounts and transactions;
c) Written minutes of the proceedings of its Members, Board, executive committee, and other committees;
d) A record of each Member's name and address;
e) Board Resolutions; and
f) Any other records that the Board may decide should be maintained.
All records may be maintained electronically, on disk or other format, so long as a written form may be printed and accessed.
Section 2 – Internal Control
Every officer and director of the Organization shall conduct the Organization’s business responsibly and shall adhere to best practices. Accordingly, the Organization shall develop and implement a system of internal controls and best practices to ensure that management conducts business in an effective and efficient manner to:
a) Safeguard the Organization’s assets and interests;
b) Avoid waste, abuse, and fraud;
c) Maintain an ongoing and viable entity;
d) Maintain records and a general ledger that support accurate financial reporting; and
e) Prevent illegal activity.
The Organization’s internal control system shall entail assessing risks and determining how to mitigate those risks through, among other things, a system of checks and balances as well as other established methods to prevent and detect intentional and unintentional errors. The Organization’s internal controls system shall be designed to be both preventive and detective.
Section 3 - Fiscal Year and Annual Report
a) The Organization's fiscal year shall be the same as the calendar year, commencing on January 1st and ending on December 31st;
b) An annual report shall be prepared within 120 days after the end of the Organization's fiscal year. That report shall contain the following information in appropriate detail: A balance sheet as of the end of the fiscal year and an income statement of changes in financial position for the fiscal year, accompanied by a report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Organization that they were prepared without audit from the books and records of the Organization; and
c) On written request by a Member, the Board shall promptly cause the most recent annual report to be sent to the requesting Member.
ARTICLE IX – RULES OF ORDER
The rules of order in the current edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Organization except where they may be in conflict with the Articles of Incorporation, these Bylaws, or other policies or directives adopted by the Board of Directors.
ARTICLE X – CONSTRUCTION AND DEFINITIONS
Section 1 - General Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Rhode Island Non-profit Corporation Law shall govern the construction of these By-Laws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term "person" includes both a legal entity and a natural person. All references in these By-Laws to a certain number of days shall mean calendar days.
Section 2 - Definition of "Majority"
All references to "majority" shall mean an amount which is more than fifty percent (50%). For example, where the vote of a majority of Members is required for passage of an act, a"majority" would be that number of Members which is greater than fifty percent (50%).
ARTICLE XI - LAWS
Notwithstanding anything contained in these By-Laws to the contrary, these By-Laws shall apply to Members of the Organization and shall be interpreted in a manner consistent with all federal and state laws and the Rhode Island Non-profit Corporation Law.
ARTICLE XII – EFFECTIVE DATE AND AMENDMENTS
Section 1 - Effective Date
These By-Laws shall become effective immediately upon their adoption.
Section 2 - Amendments
Amendments to these By-Laws shall become effective immediately upon their adoption unless, at the time of adoption, the amendment is declared to become effective at a later date or only upon the occurrence of a specified event. For a history of past amendments, see Attachment B.
* Document amended September 29, 2014
By-Laws Committee:
Name Signature Date
Carlos Costa-Rodrigues, Legal Adviser _____________________________ _____________
Denise DeBarros, Interim Chair _____________________________ _____________
Rosangela Tavares, Interim Vice-Chair _____________________________ _____________
Tony Lima, Member _____________________________ _____________
ATTACHMENT A
By-Laws committee
-revise By-Laws
Festival Entertainment committee
-artist, band, musicians, talent recruiting
Stage and Tent committee
-select a production manager
-obtain bids on sound, lighting, stage
-develop hospitality budget
-coordinate with Social Chair for banners needed
-organize stage, hospitality, sponsor banners,
Marketing and Media committee
-obtain bids on designers
-develop flyers, posters, banners, social media, website, print ads, interviews, appearances, advertisement, promotional materials
Safety and Security committee
-obtain bids on security staff
-develop action plan and diagrams for security, police, fire
-obtain bids on fencing for events and oversee installation
-enforce and provide oversight
Hospitality committee
-arrange accommodations for “special guests” of the committee, including food, beverage, hotel
Grounds/Licensing committee
-obtain necessary city and state permits,
-develop action plan and diagrams for events
- enforce and provide oversight
Sponsorship/Grants committee
-secure grants and sponsorships
-meet with third parties to process
-process all necessary paperwork and demands
-enforce and provide oversight Vendors committee
-assist with the development of vendor applications
-process all necessary paperwork and demands
-enforce and provide oversight
Volunteer/Workforce committee
-recruit volunteers and workers
-plan budget if necessary to pay workers
-enforce and provide oversight
Children’s Activities committee
-develop and propose children’s activities for events
-plan budget
-secure bids for paid activities
-enforce and provide oversight
Set up/Decoration committee
-plan budget
-develop action plan and diagrams
-enforce and provide oversight
Breakdown/Storage committee,
-plan budget
-develop action plan and diagrams
-enforce and provide oversight
ATTACHMENT B
These By-Laws, if approved, shall be effective as of January 1, 1983*
By-Laws Committee: Advisor:
Daniel Lima Eva Nelson, Staff
Maria Lima Rhode Island Heritage Commission
Viola Harrison
Cecila Ramos
Alice Braz
*Document amended November 17, 1998.
By-Laws Committee: Advisor:
Mercedes Monteiro Shannon McHale, Staff
Yvonne Smart Rhode Island Heritage Commission
*Document amended February 23, 2002.
Taalibah Muhammad Denise Oliveira, Staff
*Document amended January 20, 2014