CONSTITUTION AND BYLAWS Approved by the Executive Board, March 27, 2004

Transcription

1 CONSTITUTION AND BYLAWS Approved by the Executive Board, March 27, 2004 THE WILLARD FAMILY ASSOCIATION OF AMERICA, INC. Organized 1908 Incorporated under Massachusetts Law, 1959 (Revised as of final vote by membership on August 20, 2005) PREAMBLE Whereas, by the grace of God, Simon Willard and his family; his brother George, and his sister Margery left Horsmonden, Kent, England and immigrated to a new home in Massachusetts Bay Colony in1634/35, and were blessed with numerous descendants, including many distinguished clergymen, educators, reformers, businessmen and a host of other respected and honored citizens; and Whereas, we, their descendants, formed an Association in 1908 to perpetuate historical information of our Family; formed a Corporation in 1959, and adopted our Constitution and Bylaws in 1967 in order to comply with State and Federal laws. And, Whereas, we now amend our Constitution and Bylaws to comply with new State and Federal laws and to encompass genealogy data of our Association compiled over the past several years through available modern technologies. CONSTITUTION 1. Name. This organization is a corporation which shall be known as THE WILLARD FAMILY ASSOCIATION OF AMERICA, INCORPORATED (and shall hereinafter be referred to as the Association ). This Association is a non-profit, educational, philanthropic, genealogical corporate body. 2. Purpose. The Association is formed primarily for educational purposes including the collection, preservation, maintenance and distribution of genealogical and historical information concerning Simon Willard, his brother George Willard, their sister Margery (Willard) Davis, and their descendants as well as to research other branches of the family with the same surname; the promotion of an understanding of the actions, deeds and events surrounding the Willard Family; the encouragement of the highest standards of character consistent with the rich heritage from so many forebears; the honoring of our heritage at an Annual Meeting of the Association; and the establishment and maintenance of a Scholarship Fund from which scholarships may be awarded to the best qualified high school senior graduating students entering higher education. 1

2 (a) The Association s purposes shall be so interpreted as to be consistent with Section 501(c)(3) of the United States Internal Revenue Code (and successor provisions), no part of its net earnings, if any, shall inure to the benefit of any private shareholder or individual, and the Association shall not participate or intervene by publishing or distributing statements or otherwise in any political campaign on behalf of any candidate for public office. (b) To the extent required by said Section 501(c)(3) as amended from time to time, no substantial part of the Association s activities shall consist of attempting to influence legislation. 3. Government. The Association shall be governed by a majority vote of the Voting Members convened at the Annual Meeting or at a Special Meeting. Between such meetings, the Association shall be governed by majority vote of the Executive Board, meeting from time to time, as prescribed. 4. Membership. Membership shall be open to the following: (a) All descendants and their spouses of said ancestors, Simon Willard, his brother George Willard and their sister Margery (Willard) Davis; (b) all other Willards and their spouses or descendants of other branches of Willards who are interested in the Association and its purposes; (c) all such persons who have shown more than a simple interest in the Association and are deemed worthy of such membership, which membership shall be conferred by the Executive Board or by a vote of the members at an Annual Meeting. Membership shall include all paid members for the current year and such persons shall be known as Voting Members. Single, patron and life memberships shall be offered each year as well as such other memberships as approved by the Executive Board. 5. Nondiscrimination. The Association, its Board and employees, shall take no actions that discriminate on the basis of race, age, ethnic origin, sex, religious belief, or sexual preference. Whenever the words he, him, or his are used in this Constitution and Bylaws, they shall be interpreted to also mean she or her. 6. Dissolution of the Corporation. In the event of the dissolution of the Association or final conclusion of this Association in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed in accordance with the provisions set forth in the Constitution or so long as it is a private foundation in accordance with Section 507 of the Internal Revenue Code as amended from time to time or so long as these provisions conform with reversionary clauses set forth for properties for which the Association holds the deed. As provided for in the Constitution, the Executive Board shall determine the options of preserving our acquired documents, memorabilia and books (our own publications or others), some options being to donate these assets to the Willard House & Clock Museum (Grafton, Massachusetts), the American Antiquarian Society (Worcester, Massachusetts), and the New England Historic Genealogical Society (Boston, Massachusetts), of which Joseph Willard, author of the Willard Memoir, was a founder. Other options may be studied by the Executive Board for the value and feasibility of housing our assets in order for the 2

3 Willard family to have the most practical access to the mass of information and memorabilia acquired by the Association. 6. Amendments. This Constitution may be amended as follows: Amendments by the Executive Board. The members of the Executive Board, by a majority of their number then in office, may amend, revise or repeal this Constitution, in whole or in part, at a regular meeting of the Executive Board, provided that the action shall then be approved by the affirmative vote of the Voting Members of the Association at the next Annual Meeting of the Voting Members and provided that the substance of any proposed amendment or revision is stated in the notice of such meeting mailed at least one month in advance of such meeting. Amendments by Voting Members. The Voting Members may amend, repeal or reinstate any portion of this Constitution made, amended or repealed by the Executive Board. Such action by the Voting Members shall be taken at a Meeting of the Voting Members next following such action by the Executive Board. Notice of such action by the Executive Board and the substance of such change shall be given to all Voting Members no later than the time for giving notice of the Meeting at which the Voting Members may act. Effective Date. This revised edition of the Constitution shall take effect at the close of the Annual Meeting held on August 20,

4 BYLAWS (Revised as of the Annual Meeting held on August 21, 2004 I EXECUTIVE BOARD 1. The Executive Board shall consist of all officers of the Association, each to be elected for a term of two (2) years, and shall include the following: a President, a President Emeritus, an Executive Vice President/Auditor, three (3) Vice Presidents, a Treasurer, a Recording Secretary, a Corresponding Secretary, a Historian, a Historian Emeritus and at least five (5) Directors. All Members of the Executive Board must be Members of the Association with dues paid in full as of the date of election to office. 2. Powers. The Executive Board may exercise all the powers of the Association 2 except such as are required by law, the Articles of Organization or the Bylaws to be otherwise exercised. The Executive Board shall have the general direction, control, and management of the activities of the Association. Except as otherwise provided by the Bylaws, the Executive Board shall have the power to purchase, lease, and sell such property, and to make such contracts and agreements as they deem advantageous. Executive Board members shall serve as volunteers without pay, but their expenses may be reimbursed, as the Board shall determine. The Executive Board may determine the compensation and duties, in addition to those prescribed by the Bylaws, of all agents and employees of the Association. In the event of a vacancy on the Executive Board, the remaining Executive Board members, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled. 3. Meetings of Executive Board. The Executive Board shall hold at least three (3) meetings per fiscal year (July 1 to June 30), which meetings shall include one held in March or April, one held in October, and one immediately preceding the Annual Meeting. The President shall conduct meetings in accordance with the most recent edition of Robert s Rules of Order. The President shall inform the Executive Board members of the agenda for each meeting at least thirty (30) days before each meeting and specify time and place of the meeting. At each meeting of the Executive Board, the date, time, and place of the next meeting shall be determined. 4. Term. The term of office for each member of the Executive Board shall be two (2) years. An Executive Board member shall hold office until the second Annual Meeting following his election and thereafter until a successor is elected and qualified. 5. Resignation, Removal. An Executive Board member may resign by delivering his resignation in writing to the other members of the Executive Board or to the Recording Secretary of the Association. An Executive Board member may be removed by a vote of a majority of the Executive Board; provided that the Executive Board shall have first given the person affected notice of the alleged 4

5 grounds of removal, a full and fair opportunity to be heard, and the right to be represented by the spokesman of his choice. 6. Vacancies. A vacancy in the Executive Board, however occurring, including a vacancy resulting from the expansion of the Board, unless and until filled by the Voting Members of the Association, may be filled by vote of a majority of the Executive Board present at any meeting of the Executive Board at which a quorum is present or by appointment by all of the Executive Board if less than a quorum shall remain in office. 7. Expansion of the Executive Board. The number of the members of the Executive Board may be increased, when the Board feels it is warranted, at any Annual or Special Meeting by vote of the majority of the Voting Members or by vote of a majority of the Executive Board members present at any meeting of the Executive Board at which a quorum is present or by appointment by all of the Executive Board members if less than a quorum shall remain in office. 8. Quorum of Executive Board. At any meeting of the Executive Board, a majority of the Executive Board then in office, so long as there shall be not more than fifteen (15) holding office, shall constitute a quorum. If there are more than fifteen (15) members of the Executive Board, one third of the members of the Executive Board then in office shall constitute a quorum. A lesser number than a quorum may adjourn any meeting from time to time without further notice. If a quorum is present, a majority of Executive Board members present may take any action on behalf of the Executive Board except to the extent that a larger number is required by law, the Bylaws or the Constitution of the Association. 9. Non-Willards. A person or persons not of Willard Family ancestry by birth or marriage may be nominated to the Executive Board if the interest of the person is to promote the Association and knowledge exists of the Willard Family and its notable history. The nominee(s), once approved, shall be accorded full voting privileges at all Executive Board and Annual Meetings. II OFFICERS AND THEIR DUTIES 1. Enumeration. The officers of the Association, each member to be elected for a term of two (2) years, shall consist of the following: a President, a President Emeritus, an Executive Vice President/Auditor, three (3) Vice Presidents, a Treasurer, a Recording Secretary, a Corresponding Secretary, an Historian, an Historian Emeritus and at least five (5) directors. 2. The President shall be the chief executive officer of the Association and shall, subject to the direction of the Executive Board, have general supervision and control of its business. Unless otherwise provided by the Executive Board, the President shall preside, when present, at all meetings of Members and the Executive Board. The President shall appoint all Committee Chairs and shall be, at his discretion, an ex officio member of each committee with the exception of the Nominating Committee or unless otherwise stated in the Bylaws. The 5

6 President shall have such other powers as the Executive Board may from time to time prescribe. 3. The President Emeritus shall be available to assist with matters concerning past situations or matters that occurred during that person s tenure as President and which may help with motions before the Executive Board or have such other powers as the Executive Board may from time to time prescribe. 4. The Executive Vice President /Auditor shall preside at all meetings in the absence or disability of the President and shall perform the duties and exercise the powers of the President and shall have such other powers as the Executive Board may from time to time prescribe. The Executive Vice President will provide the same agenda, if possible, and notify the Executive Board as soon as possible of the changes, if any. The Executive Vice President will also be available to aid the President wherever necessary and will be listed as a signer of expense checks if the Treasurer is incapacitated. 5. The Three (3) Vice Presidents shall, in each of their own capacities, be designated to chair pertinent departments that have been or will be organized by the Executive Board relating to the expansion of the Association across the country to benefit family genealogy, such as Webmaster, and any other activity deemed necessary, or any other powers as the Executive Board may from time to time prescribe. 6. The Treasurer shall, subject to the direction of the Executive Board, have general charge of the financial affairs of the Association and shall cause to be kept accurate books of account. He shall have custody of all funds, securities and valuable financial documents of the Association, except as the Executive Board deems necessary. He may be bonded in whatever amount if the Executive Board may determine. He shall be responsible for maintaining and executing all financial investments or obligations of the Association. The Treasurer shall inform the Executive Board of any receipt of bequests and tend to their disposition unless the bequest is requested to or for a specific purpose. The Treasurer shall receive all membership dues and notify the Editor of the Newsletter of current paid members and thus eligible to receive the newsletter (issued twice per fiscal period between July 1 and June 30). The Treasurer shall have interim financial information available at all Executive Board meetings and shall make a formal report prepared for presentation at the Annual Meeting of members of the Association and at other meetings when called upon by the President. The Treasurer shall be assisted in determining the methods of investment of funds by the Finance Committee. In the absence or disability of the Treasurer, the Chairman of the Finance Committee shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and shall have such other powers as the Executive Board may from time to time prescribe. 6

7 7. The Recording Secretary shall attend all meetings of the Members and Executive Board and shall record the minutes of all meetings and maintain a file of the minutes. A report of the minutes of each Annual Meeting shall be read at the next Annual meeting of the Association and at that time, motions may be made to correct any errors or omissions. A report of each Executive Board meeting shall be mailed to each member of the Executive Board no later than thirty (30) days before the next Executive Board meeting and shall serve two purposes: (a) Reminder of upcoming Executive Board meeting, and (b) allowing each member to read over the minutes before coming to the Executive Board meeting where errors or omissions may be corrected. The Recording Secretary shall have custody of the record books of the Association and shall have such other powers as the Executive Board may from time to time prescribe. The Recording Secretary shall file the Annual Report of the Willard Family of America, Inc. with the Corporation Commission of the Commonwealth of Massachusetts as required by Law. 8. The Corresponding Secretary shall send out to the membership a notice of each meeting, known as the call of the meeting, conduct the general correspondence of the Association which is not a function proper to other offices or to committees, and shall have such other powers as the Executive Board may from time to time prescribe. The call of the Annual Meeting may be included in the newsletter preceding the meeting. 9. The Five (5) or More Directors shall attend all meetings of the Executive Board and may be requested to accept responsibilities relating to (1) Editor of Newsletter, (2) Chair of Arlan D. Willard Scholarship Committee, (3) Necrology, (4) Chair of Membership Committee, (5) Chair of Genealogy Committee, or any other function deemed necessary by the Executive Board. 10. The Historian shall have the following duties: (a) gather and preserve all articles, letters, and data of historical or genealogical interest or value pertaining to or acquired by the Association; (b) act as custodian of the books, records and documents of the Association which are not required by the Officers in the conduct of regular business. and (c) be primarily responsible for all genealogical data not otherwise delegated, from time to time, to the Genealogical Committee. 11. The Historian Emeritus shall be available to assist with matters concerning prior preservation of all articles, letters, and data of historical or genealogical interest or value pertaining to or acquired by the Association, or other actions that occurred during that person s tenure as Historian and which may help with motions before the Executive Board or have such other powers as the Executive Board may from time to time prescribe. 12. Audit, Nominating, Scholarship and Other Committees. The President with the approval of the Executive Board shall appoint annually the following Standing Committees at the Fall meeting of the Executive Board: 7

8 a. An Audit Committee of three (3) or more persons, one of whom shall be the Treasurer, and one of whom shall be the Executive Vice President, to review the Corporation s annual audit and financial condition and report to the Board. b. A Nominating Committee of three (3) or more persons, which shall determine the positions, if any, to be filled at the next Annual Meeting. The President shall not be a member of the Standing Nominating Committee ex officio or otherwise. The Committee shall prepare a slate of officers to be presented to the Annual Meeting for their approval and shall present the written report to the President at least twenty-four (24) hours in advance of the Annual Meeting. The Nominating Committee shall, before making its report, contact each person whom it wishes to nominate, in order to obtain his acceptance of the nomination that is, his assurance that he will serve in the specified office if elected. When Board vacancies occur, the Executive Board shall appoint an ad hoc Nominating Committee of three (3) or more persons, one of whom shall be the President, to recommend to the Board new members for election to the Board. c. A Scholarship Committee to award the Arlan D. Willard Memorial Scholarships to the best qualified high school senior graduating students entering higher education. The number and amount of the scholarships shall be based on the income earned from accounts designed to support the program. The scholarship shall be paid either to the college attended by the student or directly to the student upon receipt of a report showing his successful completion of the first marking period at that college. The Executive Board may, from time to time, appoint one or more other committees, for such special purposes and, consisting of such members of the Executive Board, Voting Members or other persons, as the Executive Board shall determine. The Executive Board may delegate such authority and duties to such committee not in excess of those required for it to function for the special purpose for which it was created. The members of a committee shall have such term, as the Executive Board shall determine. 13.Action of Executive Board Without a Meeting. Any action required or permitted to be taken at any meeting of the Executive Board may be taken without a meeting, if all the members of the Executive Board consent to the action in writing and the written consents are filed with the records of the meetings of the Executive Board. Such consents shall be treated for all purposes as a vote at a meeting. III MEMBERSHIP 1. Non-Voting Members. 8

9 (a) Membership. Any person (including natural persons, corporations and unincorporated associations) may become a Non-Voting Member of the Association upon payment of dues. (b) Rights of Non-Voting Members. Non-Voting Members shall have the right to be kept informed of the activities of the Association and the right to be present at all meetings of the Members and such other benefits of Membership as may be determined by the Executive Board. (c) Term. Non-Voting Membership may continue as long as the payment of dues is current. 2. Voting Members. (a) Membership. The Voting Members of the Association shall be (i) all descendants and their spouses of said ancestors, Simon Willard, his brother George Willard and their sister Margery (Willard) Davis; (ii) all other Willards and their spouses or descendants of other branches of Willards who are interested in the Association and its purposes; and (iii) all other such persons who have shown more than a simple interest in the Association and are deemed worthy of such membership, which membership must be conferred by the Executive Board or by a vote of the members at an Annual Meeting. (b) Rights of Voting Members. The Voting Members shall have the right to vote for the election of Officers. They shall have such additional rights including (without limitation) the right to make, amend and repeal the Constitution or Bylaws, to authorize an amendment or restatement of the Articles of Organization, and to authorize a consolidation or merger, as are conferred upon Members by statute. The Voting Members shall have the right to vote on any regular business that should properly come before the Annual Meeting. (c) Term. Voting Membership may continue as long as the payment of dues is current. IV SUBSIDIARY ORGANIZATIONS 1. Subsidiary Organizations. By the approval of the Executive Board, the Association may sponsor subsidiary organizations whose purposes and corporate regulations are in harmony with the Constitution and Bylaws of the parent group, The Willard Family Association of America, Incorporated. The Executive Board may make any necessary assessment upon such a subsidiary group, and may determine upon what conditions such an organization is entitled to receive publications of the parent Association. Subsidiary organizations shall be entitled to such representation, voting at the Annual Meeting, as the Executive Board shall determine, and may send delegates to Executive Board meetings. V MEETINGS 9

10 1. The Annual Meeting shall be held on a Saturday in August, and at a location selected by the Executive Board at a site connected to Willard history, unless otherwise determined. The purpose of the Annual Meeting shall be to report to the Members the financial condition and the actions taken by the Association during the most recent fiscal year and any other business which should properly come before the Members. There shall be discussed at Executive Board meetings proposals for Annual Meeting dates and reunion locations three years in advance of the actual Annual Meeting and reunion and to more definitely schedule Annual Meeting dates and reunion locations two years in advance of the actual Annual Meeting and reunion. 2. The Executive Board shall hold at least three (3) meetings per fiscal year (July 1 to June 30), which meetings shall include one held in March or April, one held in October, and a meeting of the Executive Board immediately preceding the Annual Meeting. At each meeting of the Executive Board, the date, time, and place of the next meeting shall be determined. Special meetings of the Executive Board may be called by the President as required. 3. Committee meetings. Committees shall meet at their own convenience. 4. Special Meetings of the membership may be called by the President, or by a majority of the members of the Executive Board, and shall be called by the Corresponding Secretary, (or in the case of death, absence, incapacity, or refusal of the Corresponding Secretary,) by any other officer, upon written application of three (3) or more Members who are entitled to vote stating the time, place and purpose of the meeting. Upon receipt of such written application to the appropriate officer, such officer shall promptly appoint a time, not less than eight (8) nor more than twelve (12) weeks after the call, a place for the meeting. and shall notify the Members not less than one month in advance; provided, however, that the Corresponding Secretary shall not be obliged to honor the call of a meeting by three (3) or more Members unless such Members shall have first deposited with the Recording Secretary or Treasurer a sum of money sufficient to cover the cost of publication of the notice. 5. Notice of Meetings. A written notice of meetings stating the place, day and hour thereof, and the purpose for which the meeting is called shall be given by the Corresponding Secretary or other person calling the meeting at least thirty (30) days before the meeting, by mailing, or by any other means reasonably calculated to reach a representative member of the Members, provided, that no failure to notify any individual Members shall affect the validity of any action by the Members. Notice is deemed given when deposited in the mails, postage paid and properly addressed. 6. Quorum of Members. A quorum at a meeting of the Voting Members shall be the number of Voting Members at least equal to the number of members of the Executive Board which constitutes a majority of the Executive Board. When a quorum is present, any matter to be acted upon by the Members shall be 10

11 decided by a vote of a majority of the Members entitled to vote, unless otherwise provided by law, the Articles of Incorporation or other sections of these Bylaws. 7. Adjournments. Any meeting of the Members may be adjourned to any other time and to any other place permitted by these Bylaws by the Members entitled to vote and present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as Recording Secretary of such meeting, if no such Member is present or represented. It shall not be necessary to notify any Member of any adjournment. Any business, which could have been transacted at any meeting of the Members as originally called, may be transacted at adjournment thereof. 8. Voting. Voting shall be open only to Life Members, Patrons, and those persons whose Annual Dues are not more than thirty (30) days in arrears. Each Voting Member shall have one vote. VI DUES 1. Dues. The schedule of annual Individual membership dues, annual Patron membership, and one-time Life membership dues or any other form of membership dues shall be determined annually by the Executive Board and confirmed by the Association at the next Annual Meeting. If no new schedule of dues, membership levels, and benefits is approved, then the schedule theretofore in effect shall continue in force. No refund of any dues shall be made to any Member who resigns. The dues shall be used to carry out the purposes of the Association. VII MISCELLANEOUS PROVISIONS 1. Fiscal Year. Except as otherwise determined by the Executive Board, the fiscal year of the Association shall be from July first (1 st ) through the following June thirtieth (30 th ). 2. Seal. Subject to change by the Executive Board, the Association shall have a seal which shall bear its name, the word Massachusetts, and the year of its incorporation, and such other device or inscription as the Executive Board may determine. 3. Execution of Instruments. All checks, deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Association in its behalf shall be signed by the President or the Treasurer, except as the Executive Board may generally or in particular cases otherwise determine. 4. Corporate Records. The original, or attested copies, of the Articles of Organization, Bylaws and records of all meetings of the Incorporators and Voting Members shall be kept in Massachusetts at the principal office of the Association, or at an office of the Association s Recording Secretary or resident agent. Said copies and records need not all be kept in the same office. They shall be 11

12 available at all reasonable times to the inspection of any Member for any proper purpose, but not to secure a list of Members for a purpose other than in the interest of the applicant, as a Member, relative to the affairs of the Association. Any individual may request to view or be provided copies of the Association s annual Commonwealth of Massachusetts PC (Public Charity) Form and annual Association s annual Form 990 (Return of Organization Exempt From Income Tax) Form. (a) For purposes of safekeeping, beginning in the year 2004 duplicate copies of the Incorporation, the Articles of Organization, Constitution, Bylaws (up-to-date as revised), records of meetings of the Executive Board and Annual Meetings, membership records, and other significant records shall be kept by the Recording Secretary in a second location in a Book of Records. These records shall also be recorded on a Compact Disc (CD) and stored in a safe deposit box. 5. Evidence of Authority. A certificate by the Recording Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the Executive Board, voting members, or any officer or representative of the Association shall as to all persons who rely thereon in good faith be conclusive evidence of such action. 6. Articles of Organization. All references in these Bylaws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Association when incorporated), and as amended and in effect from time to time. 7. Transactions with Interested Parties. In the absence of fraud, no contract or other transaction between this Association and any other association or any firm, corporation, partnership or person shall be affected or invalidated by the fact that any Executive Board member or Officer of this Association is pecuniarily or otherwise interested in such contract or other transaction or is in any way connected with any person or organization so interested therein; provided that the fact that he individually or as a director, trustee, member or officer of such organization is such a party or is so interested shall be disclosed to or shall have been known by the Executive Board or a majority of such members thereof as shall be present at a meeting of the Executive Board at which action upon any such contract or transaction shall be taken; any member of the Executive Board may be counted in determining the existence of a quorum and may vote at any meeting of the Executive Board of this Association for the purpose of authorizing any such contract or transaction with like force and effect as if he were not so interested, or were not so affiliated with an interested organization, provided that any vote with respect to such contract or transaction must be adopted by a majority of the Executive Board. 8. Tax Exemption. It is intended that the Association be treated as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and notice shall be given to the Secretary of the Treasury or his delegate as provided in Section 508(a) of said Code. Notwithstanding any other provision in these Bylaws to the contrary, for so long as the Association is a 12

13 private foundation as defined in Section 509 of said Code, all requirements and prohibitions described in Section 508(e)(1) of said Code are incorporated herein by reference and hereby made applicable to the Association; and, without limitation of the foregoing, the Association shall act or refrain from acting so as not to subject itself to the taxes imposed by the following sections of the Code, to wit: 4941 (relating to taxes on self-dealing), 4942 (relating to taxes on failure to distribute income), 4943 (relating to taxes on excess business holdings), 4944 (relating to taxes on investments which jeopardize charitable purpose), and 4945 (relating to taxable expenditures). 9. Order of Business. Robert s Rules of Order, as may be revised, shall be the external parliamentary authority but shall be invoked only when state law, the Bylaws, and customary organizational procedures fail to address an issue. In the event of inconsistency or contradictory direction, the Bylaws shall govern insofar as possible. The order of business may be altered or suspended at any meeting by a majority of votes cast by the Voting Members present. 10.Nondiscrimination. The Association, its Executive Board and employees, shall take no actions that discriminate on the basis of race, age, ethnic origin, sex, religious belief, or sexual preference. Whenever the words he, him, or his are used in this Constitution and Bylaws, they shall be interpreted to also mean she or her. VIII INDEMNIFICATION 1. Indemnification of Officers and Trustees. The Association may, by vote of a majority of the Executive Board not affected, indemnify each of its officers, or former officers against liabilities and expenses (other than judgments, penalties, amounts and other liabilities paid or payable to the Association) actually and necessarily paid or incurred by him in connection with the defense or settlement of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been an officer of the Association; provided, however, that no indemnification shall be provided in relation to matters as to which any such officers shall have been adjudged to be liable by reason of his negligence or willful misconduct in the performance of his duties as such officer. As to whether or not an officer was liable for negligence or willful misconduct in the performance of his duties, the Executive Board of the Association, and each officer may, in the absence of a court adjudication on that point, rely conclusively upon an opinion of Counsel selected by the Executive Board. 2. Liability. No officer or Trustee shall be personally liable to the Association or its members for monetary damages for any breach of fiduciary duty as an officer notwithstanding any provision of the law imposing such liability except (to the extent provided by applicable law) for liability (I) for breach of the officer s duty or loyalty to the Association or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer derived an improper personal benefit. 13

14 3. Insurance. The Association may purchase Directors and Officers Liability Insurance. IX DISSOLUTION OF THE ASSOCIATION 1. Dissolution of the Corporation. In the event of the dissolution of the Association or final conclusion of this Association in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed in accordance with the provisions set forth in the Constitution or so long as it is a private foundation in accordance with Section 507 of the Internal Revenue Code as amended from time to time or so long as these provisions conform with reversionary clauses set forth for properties for which the Association holds the deed. As provided for in the Constitution, the Executive Board shall determine the options of preserving our acquired documents, memorabilia and books (our own publications or others), some options being to donate these assets to the Willard House & Clock Museum (Grafton, Massachusetts), the American Antiquarian Society (Worcester, Massachusetts), and the New England Historic Genealogical Society (Boston, Massachusetts), of which Joseph Willard, author of the Willard Memoir, was a founder. Other options may be studied by the Executive Board for the value and feasibility of housing our assets in order for the Willard family to have the most practical access to the mass of information and memorabilia acquired by the Association. X AMENDMENTS 1. Amendments by the Executive Board. The members of the Executive Board, by a majority of their number then in office, may make, amend, revise or repeal these Bylaws, in whole or in part, at a regular meeting of the Executive Board, except with respect to (a) provisions of these Bylaws governing (i) the removal of members of the Executive Board, (ii) the indemnification of members of the Executive Board and (iii) the amendment of these Bylaws and (b) any provisions of these Bylaws which by law, the Articles of Organization or these Bylaws, requires action by the Voting Members. (c) the action shall then be approved by the affirmative vote of the Voting Members of the Association at the next regular meeting of the Voting Members and provided that the substance of any proposed amendment or complete copy of any revision is stated in the notice of such meeting. 2. Amendments by Voting Members. The Voting Members may amend, repeal or reinstate any portion of these Bylaws made, amended, revised or repealed by the Executive Board. Such action by the Voting Members shall be taken at a Meeting of the Voting Members next following such action by the Executive Board. Notice of such action by the Executive Board and the substance of such change shall be given to all Voting Members no later than the time for giving notice of the Meeting at which the Voting Members may act. 14

15 3. Effective Date. This revised edition of the Bylaws shall take effect at the close of the Annual Meeting held on August 21, This is a correct and complete copy of the Constitution and Bylaws of The Willard Family Association of America, Incorporated. Dated this of, (Printed name) RECORDING SECRETARY (Signature) The Willard Family of America Association, Incorporated, a non-profit charitable organization incorporated in 1959 and authorized to transact business in the Commonwealth of Massachusetts, is a federally recognized non-profit 501(c) 3 corporation for which contributions and gifts, as provided by law, are tax deductible. The Association s Massachusetts Attorney General Number is and its Federal ID Number is. 15