BYLAWS OF NEWPORT COUNTY CHAPTER INC. OF RHODE ISLAND OF THE ASSOCIATION OF RETIRED PERSONS, INC.

Adopted April 17, 2017

ARTICLE I – OFFICES

The name of the corporation shall be NEWPORT COUNTY CHAPTER INC., #207 OF RI OF AMERICAN ASSOCIATION OF RETIRED PERSONS, hereafter referred to as the Chapter.

The principal office of the Chapter shall be located at the address of the current president of the Chapter, to which mail shall be delivered.

The Chapter may also maintain offices at such other places as the Board of Directors may from time to time determine.

ARTICLE II – PURPOSE

The Chapter is a community of service whose purpose is to promote at the local level the priorities, programs and policies of AARP, a District of Columbia Nonprofit Corporation.

In particular, the Chapter is created to:

* Maximize member engagement in a broad menu of community service, information, and educational activities and experiences;

* Add value for members by maximizing their opportunities for self-realization, personal growth and life-enriching fellowship and support;

* Demonstrate the contributions and potential of older Americans, encouraging their full participation in contemporary life and stimulating public interest in their issues.

ARTICLE III – MEMBERS

Section 1: Classes and Dues

There shall be three classes of members of the Chapter: individual, national organization and associate.

  1. Individual members shall be persons

i. who are members in good standing of AARP, their spouses or members in good standing of the National Retired Teachers Association division (hereinafter NRTA) and

ii. who pay in advance the annual chapter membership dues of $5.00.

Failure of any individual member to maintain membership in good standing in AARP shall automatically result in the termination of such individual’s membership in the Chapter and such individual’s spouse’s membership, when based on such individual’s membership.

  1. The national organization member shall be AARP.

  1. Associate members (persons under 50 years of age) of the chapter shall be any associate members in good standing of AARP who care to join. Associate members of the chapter shall have the same rights as individual members, including the right to vote and hold elective office, and shall be subject to the payment of dues. The term “individual member” as used in these Bylaws shall be deemed to include associate members.

Section 2: Voting Rights

  1. Each individual member shall be entitled to one vote on each matter submitted to a vote of the members.

  1. Except as otherwise provided in Article IX of these Bylaws, the national organization member, AARP, shall have the right to vote on each matter submitted to a vote of the members relating to

i. the amendment of the Articles of Incorporation or Bylaws of the Chapter,

ii. a liquidation, dissolution, merger or consolidation involving the Chapter, and

iii. the sale, exchange, mortgage, pledge, or other disposition of all, or substantially all, the assets and property of the Chapter.

The affirmative vote of the national organization member shall be necessary to decide any

matter upon which the national organization member is entitled to vote.

ARTICLE IV – MEETINGS OF MEMBERS

Section 1: Regular Meetings

  1. Regular meetings of the Chapter shall be held on the 3rd Monday of each month except

December, June, July and August.

  1. On state or federal holidays, board or regular meetings will be held the Tuesday

following the holiday.

c. The May meeting will be held for the purpose of installing officers and the transaction

such other business as my properly come before the meeting.

Section 2: Annual Meetings

The annual meeting of the members of the Chapter shall be held on the 3rd Monday of the month of April each year for the purpose of electing officers, directors, a Nominating Committee and the transaction of such other business as may properly come before the meeting.

Section 3: Special Meetings

Special meetings of the members may be called at any time by the President and shall be called by the President or the Secretary at the written request of a majority of the Board of Directors or Officers or at the request in writing of a majority of the individual members.

Section 4: Place of Meetings

All meetings of members shall be held at the principal office of the Chapter or at such other place as the Board of Directors may select and designate in the notice of such meeting.

Section 5: Notice of Meetings

Written notice of the annual and special meetings of members, stating the purpose for which the meeting is called and the time and place it is to be held, shall be delivered either personally or by mail, email, phone, fax or nationally recognized overnight courier to each member entitled to vote at such meeting, not less than 10 days before any special meeting and not less than 30 nor more than 50 days before any annual meeting. Notice shall be sent to the national organization member, AARP, at its office in Washington, DC, for meetings where the purpose for which the meeting is called is a matter upon which the national organization member is entitled to vote in accordance with Article III, Section 2, of these Bylaws; and for any meeting called after recognition of the Chapter has been withdrawn or suspended in accordance with Article IX of these Bylaws.

Section 6: Quorum

The presence in person of 50, or 10% of the members entitled to vote at such meeting, whichever is the lesser, shall constitute a quorum for the transaction of any business. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice.

Section 7: Voting

  1. Except as otherwise provided in these Bylaws, the vote of a majority of the individual members present and entitled to vote on matter at a meeting at which a quorum is present shall be necessary for the adoption thereof.

  1. Each individual member entitled to vote may vote only in person. The national organization member, AARP, may vote in person or by written proxy. Such proxy shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Chapter.

ARTICLE V – BOARD OF DIRECTORS

Section 1: Number, Election, and Term of Office

  1. The number of directors of the Chapter, including the officers listed in (b) below, shall be in proportion to the overall size and needs of the Chapter and shall consist of not less than four nor more than 15 as shall be determined by the Board of Directors prior to the Chapter meeting that receives the report of the Nominating Committee.

  1. The following officers of the Chapter shall be directors for a term coterminous with their respective terms of office: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer and Immediate Past President.

  1. The remaining members of the Board of the Chapter shall be elected from among the individual members in good standing of the Chapter by the vote of the majority of the members present in person and entitled to vote at the annual meeting of the members or as hereinafter provided. Each director shall hold office for a three-year term, except that in no case shall a director serve more than two consecutive terms or hold that office for a total of more than six consecutive years.

  1. Board members may not hold more than one elected position with the Chapter or serve in an elected position at more than one Chapter simultaneously.

  1. Any board member may be removed from office by a two-thirds vote of the chapter members present whenever, in its judgment, the best interests of the Chapter or AARP would be served thereby.

Section 2: Duties and Powers

The Board shall be responsible for the control and management of the affairs, property and interests of the Chapter; for keeping the national organization member informed of all activities of the Chapter; for complying with all reporting requirements of the national organization member; for guiding the Chapter so that the various provisions of the Articles of Incorporation, including the purposes for which the Chapter was organized set forth therein, are complied with; and for making recommendations and suggesting programs.

Section 3: Annual Meetings

The meeting of the Board of Directors just prior to the annual meeting of the Chapter members shall be considered the annual meeting of the Board.

Section 4: Other Meetings

Other meetings of the Board shall be held at least six times each year as scheduled or when called by the President or by one-third of the number of directors, at such time and place as may be specified in the notice thereof.

Section 5: Notice

Notice of any meeting of the Board of Directors shall be given at least five days in advance, delivered personally or sent by mail, email, phone, fax or nationally recognized overnight courier to each director at his/her address as it appears on the records of the Chapter. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6: Quorum and Voting

A majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meetings at which there is a quorum present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 7: Vacancies

Any vacancy occurring in the Board of Directors shall be filled, for the unexpired portion of the term by a majority vote of the remaining directors though less than a quorum.

Section 8: Absence from Meetings

Any member of the Board who shall be absent from three consecutive meetings without adequate excuse acceptable to the Board shall be deemed to have resigned from the Board.

ARTICLE VI – OFFICERS

Section 1: Officers

The officers of the Chapter shall be a President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, an Immediate Past President and such other officers as the Board may from time to time deem advisable.

Section 2: Election, Term, Vacancies, and Removal

The officers of the Chapter shall be elected by the members at the annual meeting of members. The officers shall hold office for a term of two years, except that in no case shall an officer serve more than two consecutive terms or hold that office for a total of more than four consecutive years. A vacancy in any office shall be filled by the Board, subject to the approval of the members. Any officer may be removed from office by a two-thirds vote of the chapter members present whenever, in its judgment, the best interests of the chapter or AARP would be served thereby.

Section 3: President

The President shall be the chief executive officer of the Chapter and, subject to the direction of the Board of Directors, shall supervise and control all of the business, affairs, and property of the Chapter and shall see that all orders and resolutions of the Board are carried into effect. The President shall preside at all meetings of the members and of the Board and shall appoint all chairpersons of committees, except the chairperson of the Nominating Committee. The President shall by virtue of the office be a member of all committees except the Nominating Committee.

Section 4: Vice President

In the absence of the President or in the event of an inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such duties and have such other powers as the Board may from time to time prescribe.

Section 5: Secretary

The Secretary shall record all the proceedings of the meetings of the Board and of the members in a book to be kept for that purpose and shall perform like duties for the Board of Directors when required. The Secretary shall give or cause to be given notice of all meetings for which notice is required by these Bylaws and shall perform such other duties as be prescribed by the Board or President, under whose supervision the Secretary shall be.

The Assistant Secretary shall, in the absence of the Secretary or in the event of an inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such duties and have such other powers as the Board may from time to time prescribe.

Section 6: Treasurer

The Treasurer shall have charge and custody of all funds and securities of the Chapter and all funds or securities in any way generated, collected or obtained in connection with Chapter activities, and the Treasurer shall be responsible for such funds and securities and the receipt and disbursement thereof.

The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Chapter and shall deposit all moneys and other valuable effects in the name and to the credit of the Chapter in such depositories as may be designated by the Board.

The Treasurer shall disburse funds of the Chapter as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board at its annual meeting, or when the Board or the President so requires, an accounting of all the Treasurer’s transactions and of the financial condition of the Chapter.

The Assistant Treasurer shall, in the absence of the Treasurer or in the event of an inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such duties and have such other powers as the Board may from time to time prescribe.

A full financial report, based on the books and the accounts audited annually by a public accountant, or an auditing committee shall be rendered to the President and the Board at its annual meeting, or when the Board or the President so requires.

Section 7: Immediate Past President

The Immediate Past President will act in an advisory position to the President and the Board and will have the same voting rights as the other officers.

Section 8: Checks and Bond

The President, Treasurer, Assistant Treasurer or any other officer designated by the Board shall be authorized to sign checks and drafts. These officers will be bonded as a necessary component of the chapter’s procedures for accountability and safeguarding of chapter funds.

ARTICLE VII – COMMITTEES

Section 1: Nominating Committee

The Nominating Committee shall consist of three (3) members selected from the general membership. These three will select a chairman of the committee. If there are no volunteers from the membership, the President may solicit members that he/she thinks would serve without prejudice. The Nominating Committee shall prepare a slate of officers and directors and submit the slate to the general membership in April with the election to take place at the annual meeting in May.

Section 2: Committees of Directors

The Board may appoint such other committees of directors as may be required. Such committees should consist of three or more directors, shall have such powers of the Board as shall be set forth in the resolution establishing such committees and shall make recommendations to the Board and perform such other services as the Board may require, but they shall not have authority to modify any action taken by the Board.

Section 3: Standing and Other Committees

The President shall appoint a chairperson for each of the five standing committees: Membership Committee, Public Relations Committee, Legislative Committee, Program Committee, Community Services Committee, and other committees, such as a Health Committee, that the President deems desirable. The members of such committees shall be individual members of the Chapter, but need not be officers or directors, appointed by the chairperson of such committee.

  1. The Membership Committee shall receive and approve applications from individuals wishing to become members of the Chapter and shall be alert to build the membership of AARP and the Chapter by pointing out the advantages and services available to members.

  1. The Public Relations Committee shall act as a liaison between the various committees of the Chapter and the news media, and it shall publicize in the community the purposes, goals, role, activities and projects of AARP.

  1. Legislative Committee shall seek through a program of education to improve the lives of older persons through the legislative process at the local, state, or federal level. The Committee shall monitor legislative activities and represent the opinion of the Chapter membership at public hearings and with public officials, in compliance with AARP policies and, as appropriate, in consultation with the AARP state office.

  1. The Program Committee shall arrange for stimulating and attractive chapter program presentations related to a variety of subjects and special interests. The Committee should coordinate its activities closely with the President, other officers, and committee chairpersons.

  1. The Community Services Committee shall identify essential social needs or projects in the community and stimulate appropriate Chapter involvement of resources to meet the needs or assist the projects.

  1. The Health Committee, working with the Program and Community Service committees, shall be alert to relevant information and identify appropriate opportunities for improving member and community awareness of, and engagement in, healthy living behaviors and activities.

  1. Special committees include Hospitality, Travel and such others as determined by the board.

i. Hospitality coordinates and oversees regular meeting refreshments.

ii. Travel coordinates and oversees day and extended trips.

Section 4: Term

  1. The members of the Nominating Committee shall serve a one-year term of office.

  1. The members of the Standing and other committees (as listed in Article VII, Section 3) shall serve for a term terminating at the annual meeting of members when the term of the President who appointed the chairperson of the respective committee terminates.

  1. The members of other committees of directors shall serve for such terms as shall be determined by the Board, which has appointed them.

ARTICLE VIII – CHAPTER RESTRICTIONS

AARP and the Chapter are, and are intended to remain, independent organizations devoted to furthering the interests of older persons and to carrying out the purposes set forth in Article II of these AARP Chapter By-laws. The Chapter’s activities shall be conducted with the utmost observance of ethical standards and propriety of conduct.

The Chapter shall not independently arrange or offer to Chapter members any commodities or services already offered by AARP to its members. Such activities, if carried on by the Chapter, would diminish the strength of the national Association, whose responsibility to the total membership the Chapter must support.

Neither the Chapter nor any committee, subdivision, director, officer, agent, representative or employee of the Chapter shall permit or suffer or hold himself or herself out as an agent or solicitor of any service offered by AARP to its members, including but not limited to insurance, travel, pharmaceutical or any other service or commodity.

ARTICLE IX – WITHDRAWAL OF CHAPTER RECOGNITION AND DISSOLUTION

The Chapter shall be organized and operated in conformity with the purposes set forth in Article II of these AARP Chapter Bylaws and the policies and standards formulated by the Board of Directors of AARP. The Board of Directors of AARP may withdraw or suspend recognition of the Chapter as a local chapter of AARP for:

i. recurrent failure to conform to the policies and standards of AARP; or

ii. a failure of the chapter to comply with any of the provisions contained in the Articles of Incorporation of the Chapter or these Bylaws

Such recognition shall be withdrawn or suspended only after investigation of the situation by the Board of Directors of AARP. Withdrawal or suspension of recognition shall become effective immediately upon the decision by the Board of Directors of AARP. In the event recognition is withdrawn or suspended, the Chapter shall have an opportunity to be heard by a committee of the Board of Directors of AARP.

In the event recognition is withdrawn or suspended, all funds and other property held by the Chapter shall be paid over to AARP to be distributed to the AARP Andrus Society, AARP Foundation, charitable foundations sponsored by AARP or for other charitable purposes at the discretion of AARP. In addition, notwithstanding any other provisions of the Articles of Incorporation of the Chapter or these Bylaws to the contrary, after withdrawal or suspension of recognition, all voting rights shall thereafter be vested solely in AARP, the national organization member. The voting rights that would otherwise be vested in the individual members shall thereupon cease, and AARP shall thereupon have the right to remove any officer or director, with or without cause, at any time.

Upon the withdrawal or suspension of its recognition, the Chapter shall not, without the express written consent of AARP, conduct its affairs or otherwise identify or hold itself out to the public as a local chapter or other affiliate of AARP.

Where the law of the state of incorporation of the Chapter permits, AARP, the national organization member, may at its discretion legally dissolve a Chapter after its recognition has been withdrawn or after a Chapter has otherwise voluntarily dissolved.

ARTICLE X – RELATIONSHIP WITH OTHER ORGANIZATIONS OR ASSOCIATIONS

Holding office or being a director in another organization or association whose objectives and purposes are similar or related to those of AARP may lead to conflict with the responsibilities to the Chapter and to AARP of a Chapter officer or director. To avoid such conflict, a Chapter officer or director shall first obtain consent of the Chapter and of AARP (expressly or through written policy) to such service in another organization or association. Failure to comply with the provisions of this article shall be deemed the equivalent of and shall constitute the resignation of such person as an officer or director of the Chapter.

ARTICLE XI – RULES OF ORDER

All proceedings of the Chapter shall be governed by Robert’s Rules of Order Newly Revised except when in conflict with these Bylaws.

ARTICLE XII – AMENDMENTS

The individual members shall have the power to amend, with the approval of AARP, the national organization member, those portions of these Bylaws that establish annual chapter membership dues, the month in which the annual meeting of members of the Chapter will be held and quorum required for the transaction of business at any meeting of members. Other provisions of these Bylaws may be amended only when such amendments are proposed by AARP. Each proposed amendment of these Bylaws shall be approved by the affirmative vote of two thirds of the individual members of the Chapter present and entitled to vote at a special meeting of the members called for such purpose in accordance with Article IV, Section 5 of these Bylaws. After approval by the individual members, the full text of the proposed amendment shall be submitted in writing to AARP, for its approval, at its office in Washington, DC. The proposed amendment of these Bylaws shall be effective upon the written approval thereof of AARP.

Adopted the 17th day of April, 2017

Signed by:

___________________________

Virginia Eagan

(Chapter President)