Joyce Clan Tribal Society Bylaws

JOYCE CLAN TRIBAL SOCIETY – BYLAWS

ARTICLE ONE – Name and Location

Section 1: Name

The name of the society shall be “Joyce Clan Tribal Society.”

Section 2: Location

Ireland

Section 3: Mailing Address.

C/- laurie@tribejoyce.com Australia

ARTICLE TWO-Purpose

Section 1: Purpose/Mission

To be a non-profit, charitable, educational, non-political, non-religious organization dedicated to furthering communication among those of the greater Joyce family, and to preserve the knowledge of the history and culture from which they came.  Mindful of the Irish Diaspora of which the Joyce’s have been a part, the Joyce Clan Tribal Society seeks to help bring together what the harsh winds of history have scattered across the globe.

ARTICLE THREE – Conduct of Business

Section 1: Authority

  1. The board shall have the sole and exclusive authority to administer and direct the operations of the society.
  2. The board may elect an Executive Committee to which it may delegate any or all of its powers or responsibilities.
  3. The Joyce Clan Tribal Society shall exist as an entity operating in conjunction with Clans of Ireland to the extent possible, Chapter House, Christ Church Cathedral, Christ Church Place, Dublin 8, Ireland (www.clansofireland.ie), subject to their charitable status number CHY 11585, in the Republic of Ireland. However, the Joyce Clan Tribal Society shall remain a separate entity from Clans of Ireland.

Section 2: Contracts

The board may authorize any agent of the society to enter into any contract to execute or deliver any instrument in the name of and on behalf of the society and such authority may be general or confined to specific instances. Any such authorization shall be given in writing only and no person shall be authorized to act for, or have the power to obligate, the society in any capacity without written authorization from the Board.

Section 3: Gifts

The board may accept on behalf of the society any contribution, gift, bequest or device for general purposes or for any specific purpose of the society.

Section 4: Fundraising

The corporation may assist in the raising of funds that will aid in the development and operation of a non-profit association exclusively for charitable and educational purposes, including the business of the society.

Section 5: Real Property/Leases

The society may buy, lease or otherwise acquire, construct, reconstruct, own, occupy, operate, mortgage, invest in, lease, sell, convey or otherwise dispose of real estate, interests in real estate, and all other real and personal property, tangible or intangible, as may be necessary for or incidental to the purposes of this society.

Section 6: Other Activities

The society may engage in all other activities permitted by law in furtherance of the aforementioned purposes and to solicit contributions from any source in order to obtain the resources necessary to accomplish said purposes.

Section 7: Donations

The society may make donations, irrespective of society benefit, for the public welfare or for community fund, hospital, charitable, educational, scientific, civic or similar purposes.

Section 8: Business Partnerships

The society may be a partner in any business enterprise that furthers the mission of the society as described in Article 2.

Section 9: Permissible Investments

The society may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise deal in and with, bonds, and other obligations, shares, or securities or interests issued by others, whether engaged in similar or different business, governmental or other activities.  It is intended that the society shall be entitled to exemption from the U.S. federal income tax under Section 501 (c) (3) of the Internal Revenue Code and shall qualify as a public charity under Section 509 (a) of the U.S. Internal Revenue Code if it chooses to operate in the United States.  All references herein to the Internal Revenue Code shall be deemed to refer to the U.S. Internal Revenue Code of 1954 and shall be deemed to include statutes which succeed said provisions, (i.e., corresponding provisions of future Internal Revenue laws).

Section 10: Preservation of Tax Exempt Status

Notwithstanding the foregoing, the society is prohibited from engaging in any activity that would in any way cause forfeiture of its tax exempt status under the laws of the United States, Australia, or Ireland, or cause it to incur liability for any excise tax imposed by Sections 4941 through 4945 of the Internal Revenue Code of 1986, as amended or any statutes that succeed these sections.

Section 11: Dissolution

Upon dissolution or liquidation of this society, all its assets remaining after the satisfaction of its obligations will be distributed among any one or more charitable organizations that are exempt from taxation by the United States, Australia, and Ireland, and in no event will assets be distributed to members of this society, including Board members upon dissolution or liquidation.

ARTICLE FOUR – Members of Society/Comhaltaí Eile

Section 1: Class of Members

  1. The society shall be comprised of voting members and non-voting members. The Board of Directors shall approve or disapprove of each member of the society by majority vote.

a.1.Each board member shall be elected by a majority vote of the membership present at the annual meeting, except that the founding board members shall be appointed by the founding Cathaoirleach/Chairperson, Mr. Laurie Joyce of Australia, for a period of 2 years from the date these Bylaws are signed.

  1. Voting Members shall be entitled to one vote on each matter submitted to a vote of the members.
  2. Honorary board members shall be elected by a majority vote of the board of directors and shall hold honorary status, without voting privileges, until and unless the board of directors votes to end Honorary status or the honorary board member resigns.
  3. Board members emeritus may be elected to active board membership by a majority vote of the board, or its executive committee, from those persons who have served as members of the board of directors. Members emeritus shall not vote regarding any matters but may attend all meetings.

Section 2: Qualifications

The membership of the society will include those persons who are members of the Joyce family by blood or affection, and the board of directors, and each member will be approved or disapproved by a majority vote of the board.  A member shall be a voting member if they pay dues and if they are a Joyce by blood relation.  “Blood relation” shall be defined as being a descendant of a person who bore the name of “Joyce,” another variant of Joyce, or “de Jorse,” at the time, or after, Thomas de Jorse arrived in Ireland, in or about the year 1284.

A member of the society by affection may not vote on Board Membership or Taoiseach/Chief, though they may vote on other matters providing they pay dues.

Section 3: Board Powers

The Executive Committee of the board of directors will be the governing body. The Executive Committee is comprised of duly elected officers of the board, namely the chair, vice chair, treasurer, recording secretary, corresponding secretary and general counsel.  The Executive Committee has the full responsibility and authority to set general parameters for the scope, location and availability of financial statements and reports and the annual budget. The Executive Committee shall also have the power to do all things necessary to operate and provide for the operation of the society.  Designating an Executive Committee is entirely optional.

Section 4: Board Membership

All members of the Board of Directors shall be members of the Joyce Clan Tribal Society. No person shall be eligible for Board membership without being a member of the society.

ARTICLE FIVE – Meetings

Section 1: Annual Meeting

The annual meeting of the society will be held each year or such other date and under such terms and conditions as the board may designate.

Section 2: Regular Meetings

Regular meetings of the board of directors shall be held at whatever time and place is designated by the board. The time and place of any meeting shall be designated by the board.  Minutes shall be kept for each meeting.  The annual meeting may be held by any manner deemed acceptable by the board.

Section 3: Special Meetings

The board of directors may call a special meeting of its membership with notification of said meeting to be sent no less than seven days prior to the scheduled date.  Such notice will contain the date, time, place, method and the order of business to be considered.  Upon receipt by the recording secretary of the society of a petition or request for a special meeting signed by a minimum of two board members, the chair shall call a special meeting and issue notice thereof as soon as possible.

Section 4: Quorum

The quorum for an Executive Committee and/or board meeting will be a majority of the total board members installed at that time.

Section 5: Conduct of Meetings

All meetings will be conducted in accordance with Robert’s Rules of Order, latest edition that by this reference is made part of these by-laws.

Section 6: Informal Action by Board Members

Any action required by law to be taken at a meeting of the Board may be taken without a meeting if consented to in writing by all of the Directors with respect to the subject matter thereof.

ARTICLE SIX – Board of Directors

Section 1: Officers

The elected officers of the board will be the Cathaoirleach/Chair, Leas Cathaoirleach/Vice chair, Rúnaí/Secretary and Cisteoir/Treasurer.

Section 2: Compensation of Directors

Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors, the expenses of attendance, if any, may be allowed directors (other than any salaried officer of the society) for attendance at meetings of the Board. Nothing herein contained shall be construed to preclude any director from serving the society in any other capacity and receiving compensation therefore. Such expenses and compensation shall not be excessive in amount and the services performed therefore must be reasonable and necessary for the society’s purposes.

Section 3: Duties of Officers

The duties of the officers shall include anything necessary for the operation of the society.

Section 4: Board Membership

The governing body of the society will be the board of directors.  Board members must be members of the society.  No board member may be an employee of the society or spouse, child or sibling by blood or marriage of any employee.

Section 5: Numbers of the Board of Directors

There shall be no less than three and no more than twelve positions on the Board of Directors.

Section 6: Term of Directors

The directors shall be elected for terms of two years.

Section 7: Elections of Officers and Directors

There may be a nominating committee of two to four members. The board of directors may choose a nominating committee at least two months prior to the annual meeting. The duly elected nominating committee shall solicit and receive names of all persons who desire to be considered for election as one of the officers of the board of directors or who seek to be re-nominated as a director following the expiration of her or his initial term of office. The nominating committee will assure that an adequate number of candidates for anticipated officer vacancies are secured at least 10 days prior to the annual meeting. No provision of these by-laws will prohibit nomination of current directors as officers by the board prior to the election at the annual meeting. The nominating committee may meet as needed during the year to recommend candidates to fill expiration of their term.

The nominating committee shall solicit and receive the names of persons who desire to be considered as directors for the un-expired term of the vacating director. All terms of directors elected in this manner expire on the date of the annual meeting. The nominating committee shall not have the power to exclude any otherwise qualified candidates.  The nominating committee is optional, at the discretion of the board.

Section 8: Voting

A vote of the directors will be valid only if taken at a duly convened meeting of the directors in which a quorum is present at the time of the taking of the vote or pursuant to unanimous written consent of the Board. The action of the majority of the directors present at which a quorum is present will be the act of the board of directors.  An exception shall be allowed in the situation where a board member was present to establish a quorum and authorizes another director as a proxy to cast her or his vote on particular issues prior to the adjournment of the meeting of the directors.

Section 9: Attendance at Meetings

All special and regular meetings of the board of directors and its committees will be open to any member of the society.  However, only board members may vote on the recommendations made by a committee.

Section 10: Vacancies

Vacancies on the board of directors shall be filled by approval of the board, which may be upon the recommendation of the nominating committee.

Section 11: Reimbursements

The corporation may reimburse the directors solely for out-of-pocket expenses incurred in the performance of their duties.  All requests for reimbursement must be supported by documentation and approved by the chair of the board of directors in accordance with guidelines established by the board. In the absence of any such guidelines, all proposed reimbursements must be approved by a majority vote of the board.

Section 12: Terminations:

  1. a) Membership of the board of directors may be terminated by:

1: resignation of the member or

2: resolution two thirds of the board or

3: unanimous written consent of the Board

  1. b) A director who misses three consecutive board meetings without notifying the society may be considered by the chair, without further consultation to have resigned.

ARTICLE SEVEN – Voting – Election of Officers – Directors

Section 1: Voting

  1. Voting for officers and directors may be by written ballot. In the event that a written ballot is used, the ballot shall contain the name of each candidate.  The recording secretary, chair and two directors not seeking election as an officer shall count ballots.
  2. In the event of a tie for any position, voting shall continue until the tie is broken.
  3. c) When there is only one candidate for each vacancy, the secretary may be instructed to cast one vote.
  4. d) The election of officers and directors shall take place at the annual meeting.
  5. e) When an officer resigns prior to the expiration of her or his term, the nominating committee may solicit, receive names and report to the board of directors the names of those directors expressing an interest in being appointed to serve the remainder of the un-expired term. The procedures for election of an officer to fill an un-expired term will follow the election process described in subsections (a), (b) and (c) of this section. Alternatively, the Board may elect a replacement board member by majority vote.
  6. f) Proxy votes of any kind are strictly prohibited.
  7. g) Votes by Telephone shall be allowed at properly noticed meetings unless a majority of members present object. Votes by email shall be allowed.

ARTICLE EIGHT-Committees

Section 1: Committees

The board of directors, by resolution adopted by a majority of the Executive Committee in office may designate and appoint one or more committees, each of which shall consist of one or more directors and such other individuals as the board may designate.  All committees, with the exception of the Executive Committee, may make recommendations to the board of directors for its approval.  Chairs of committees may be elected by the membership of the respective committees in the absence of a directive from the board except for the Executive Committee, which will be chaired by the board chair, and the finance committee, which shall be chaired by the treasurer.  Standing committee chairs shall be board members.

Section 2: Standing Committees

Standing committees of the board shall be:

  1. a) Executive Committee

The Executive Committee may include all elected officers of the board and chairs of standing committees.  The board chair will chair the Executive Committee.

  1. b) Finance Committee

The finance committee shall monitor the financial performance of the organization and make recommendations to the board of directors concerning the annual operating budget and the selection of the auditing firm.  It shall meet with the auditor to review the annual audit of the corporation’s financial statements and other related financial matters.  It may develop, review and recommend changes in the corporation’s investment policy.

  1. c) Nominating Committee

The nominating committee may solicit, receive names, interview and recommend to the board of directors persons to be elected as directors of the board and may solicit, receive names and report to the board of directors the names of those directors expressing an interest in being appointed as an officer of the corporation.

ARTICLE NINE – Books and Records

The society will direct the treasurer to keep correct and complete books and records of accounts and will keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors and will keep a record, giving the names and address of the members entitled to vote.  Any director may inspect all books and records of the corporation for any proper purpose, at any reasonable time.  Members at large shall not have the right to inspect society records at will.

ARTICLE TEN-Fiscal Year

The fiscal year of the society will begin on the first day of January and end the last day of December each year.

ARTICLE 11 – Seal.

The board of directors will provide a society seal, which will be in the form they approve.

ARTICLE 12 – Amendments to By-laws

The by-laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds majority vote of the directors at any regular meeting or special meeting or by unanimous written consent of the Board. At least 10 days prior written notice setting forth the proposed action shall be sent by the recording secretary of the board to directors.

ARTICLE 13- Conflict of Interest

Section 1:

A board member shall not simultaneously be a board member and hold a salaried or contractual position with the society.  Board members shall not continue to hold office if their spouse or other immediate family member assumes a salaried or contractual position with the society.

Section 2:

A board member must at a minimum take a leave of absence during a period of time that such board member has applied for a staff position.

Section 3:

A board member who is competing and/or negotiating with the society for a contract of goods and services that may involve a direct payment by the society to the board member, a relative of the board member or an entity in which the board member has interest or control, shall abstain from participating in any discussion or vote of the board that bears any relationship to the contract.

Section 4

A board member employed by an outside corporation shall abstain from any discussion or votes that involves the approval of a contract for goods and services what will benefit the board member’s employer.

Section 5:

A board member serving simultaneously on the board of another organization shall abstain from any discussion or votes that involve the approval of a contract for goods or services that may benefit the other organization.

Section 6:

A board member who knows of a potential contract for goods or services between the society and the board member, or between the society and any corporation, partnership, association or other organization in which the board member is a director or officer, or has a financial interest, shall disclose the material facts of the relationship to the board of directors.  All new board members shall, at the time of their appointment, disclose possible conflicts of interest.

Section 7:

A board member shall abstain from any discussion or vote that involve the approval of a contract for goods or services that may benefit any person with whom they have a contractual, financial or personal relationship.

Section 8:

Board members shall not represent themselves to anyone as being able to dispense job opportunities with the society.  Board members shall not attempt to compel staff to interview or select friends and associates for positions with the society.

Section 9:

Any board member may raise the issue of potential conflict of interest to the full board as to whether a conflict of interest exists that shall compel a board member to abstain from a particular discussion or vote.  If the chair determines there is not a conflict of interest, the board member who was charged with a potential conflict of interest may continue to participate in the discussion and vote.

Section 10:

A board member is not engaged in a conflict of interest because staff or members of the society make a conscious and free choice to purchase goods or services of the board member, provided such goods and services are not solicited or sold on society premises during working hours.

ARTICLE 14 – Indemnification

The society shall, to the extent legally permissible, indemnify any person serving who has served as a director or officer of the society, or at its request as a director, trustee, officer, employee or other agent of this society against all costs and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action or potential action, suit or other proceeding, whether civil, criminal or administrative, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or having taken actions with regard to the society while being or having been such a director, officer, trustee, employee, or agent. This action does not include any matter as to which he or she will have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that this action was in the best interest of the society; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, trustee, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses will be provided unless:

  1. a) Such compromise is approved by a majority vote of all disinterested members of the board.

The right of indemnification hereby provided will not be exclusive of or affect any other rights to which such directors, officers, trustees, employees or agents may be entitled by contract or otherwise under law.  As used in this Article, the terms “director,” “officer,” “trustee,” and “agent” include their respective heirs, executors and administrators and an “interested” director, officer, trustee, employee or agent is one against whom in such capacity the proceedings in question or other proceeding on the same or similar grounds is then pending.

ARTICLE 15- Personal Liability

The directors, officers and agents of the corporation shall not be personally liable for any debt, liability or obligation of the society.  All persons, corporations or other entities extending credit to, contracting with or having any claim against the society shall look only to the funds and property of the society for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, of any money that may otherwise become due or payable to them from the society. The society shall maintain liability insurance at all times to indemnify the Executive Committee, board members and any other members not previously identified.

ARTICLE 16- Severability

If any part of these by-laws is found to violate any law, that part shall be omitted without affecting the legality or enforceability of any other part of this document.

ARTICLE 17- Clarification of Terms

All terms used in these by-laws are meant to be gender neutral and should be read as such. Male may indicate female and vice versa. The singular may indicate the plural and the plural singular as well. All section titles are for convenience only and have no bearing upon the content of any selection.

ARTICLE 18- Contact Restrictions and Limitations.

Section 1-Contact with Public.

Members, Employees and Volunteers associated with the society in any way shall not give advice of any kind to anyone for any reason in the course of their involvement with the society.

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