A non-profit corporation, organized in Mass., in 1989, dedicated to preserving the history of the Cogswell family
Cogswell Family Association

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BYLAWS OF COGSWELL FAMILY ASSOCIATION, INC.

Article I – NAME

The name of this organization shall be COGSWELL FAMILY ASSOCIATION, INC.

Article II – PURPOSE

This Corporation is a Not For Profit Corporation and is formed for the following purposes: To perpetuate and preserve the memory, history and genealogy of the Cogswell family and to preserve the history and memorials associated with it; To collect and record additional family documentation for extension of the family genealogical books entitled "The Cogswells In America" by Jameson (1884) and "Descendants of John Cogswell" by Donald James Cogswell (1998); To help preserve the "Cogswell Grant" and all buildings thereon located in the town of Essex, Massachusetts in cooperation with its owners, "The Historic New England" (formerly, "The Society for the Preservation of New England Antiquities" (SPNEA)); To promote friendship, understanding, and mutual assistance throughout the entire membership; To provide for reunions and other special events for the maintenance of these friendships; To act as a medium for the safekeeping and exchange of facts of current interest, such as honors, births, marriages, and deaths; and to conduct such investigations and to publish such facts of family history as will bequeath to the Cogswell family descendants and other members a more worthy heritage for the love of God, country, and our fellow persons.

ARTICLE III – MEMBERSHIP

Section 1. Classification of Membership

Membership in the Association shall consist of two classifications, Ancestral, Regular:

A.  Ancestral membership is open to any lineal descendant of John Cogswell (born 1592, died 1669), who arrived in America aboard the ship, Angel Gabriel, and settled in Massachusetts in 1635; or persons who have joined the family by marriage to a lineal descendant of John Cogswell. Ancestral members may vote and may serve as a member of the Board of Directors as well as may be an Officer of the Association.

B.  Regular membership is open to anyone who is not able to document their ancestry to John Cogswell but is descended from a Cogswell. Regular members may vote and may serve as a member of the Board of Directors as well as be an Officer of the Association.

Section 2. Application for Membership

An applicant who wishes to apply for admission to the Association must submit their full name, date of birth, birthplace and current residence to the Secretary, along with payment for their Annual Dues. Once the Secretary receives the application, the Secretary will notify the Historian. The Historian will research the applicant to determine whether the applicant is a descendant of John Cogswell (see Article III, Sec. 1.A. of these Bylaws). If the applicant is certified as Ancestral, the Historian will notify the Secretary of the Ancestral membership classification. The Secretary will then document the Ancestral classification for this member and notify the applicant of this membership classification.  If the applicant's connection to John Cogswell cannot be determined, the membership classification will be Regular. If the applicant wishes to change their membership classification to Ancestral, the applicant must provide proof of descent to the Historian. Once the Historian validates the submitted documentation, the Historian will notify the Secretary of this change in membership classification.

Section 3.

All Ancestral or Regular members age 21 or older in good standing shall be entitled to vote and receive communications from the Association.

Section 4.

Membership dues are assessed per calendar year and shall be payable on January 1. Members shall become inactive if dues are not paid by March 1.

Article IV – MEETINGS

Section 1. The General Meeting

The meeting of the general membership of the Association shall be held biennially at a location, or through alternative means, as designated by the Board of Directors on such day as fixed by the Board of Directors with written notice being mailed to each member at least thirty (30) days in advance of all such meetings. At this meeting, elections are to be held for the appropriate positions based on term limits.

Section 2. Special Meetings

Special meetings of the Association shall be held when called by the President or by the Board of Directors or upon the written request of at least five (5) of the officers, directors, members or a combination thereof.

Section 3. Electronic Meetings

The General Meeting shall be held in person or electronically, at the discretion of the Board. Electronic meetings must enable all attendees to participate.

Section 4. Quorum

At all meetings of the general membership of this Association, a minimum of fifteen (15) members, including at least three Board members, shall constitute a quorum for the transaction of business. The President and Secretary, or their designees, must attend.

Section 5. Voting

Members of the Association shall be allowed to vote by proxy or in person. Proxy votes may not occur more than 6 months before the meeting takes place, and the proxy vote is invalid immediately following the meeting adjournment. If the number of candidates does not exceed the number of open seats, an election may be by consensus.

Section 6.

All assets, fund performance, and major expenditures of the organization shall be reviewed at the General Meeting, along with membership status and any other association business.

Article V – OFFICERS

Section 1.

The officers of this Association shall consist of a President, Vice-President, Secretary, Treasurer, Historian, Editor, and Webmaster   all of whom shall be paid-up members of the Association to be elected as herein provided. The same person may hold more than one office except that no person may serve as President and Treasurer simultaneously. Officers are ex-officio members of the Board of Directors. Officers are encouraged to find and train their replacement before they leave their position.

Section 2.

All officers shall maintain a document describing their duties and responsibilities, to be shared with all officers and reviewed annually and filed with the Secretary.

Article VI – ELECTION OF OFFICERS

Section 1.

Election of officers shall be by voice, electronic or proxy vote at the General Meeting from nominations made by Ancestral or Regular members at large. Those elected shall hold office for two (2) years, or until their successor is chosen.

Section 2.

Officers shall assume their respective offices at the close of the General Meeting. Predecessors of newly elected officers shall assume an advisory position at the close of that meeting.

Section 3.

All resignations shall be made in writing to the Secretary. Vacancies caused by resignation, death or removal by vote of the Board shall be filled by appointment of the President with the consent of the majority of the Board of Directors at the next Board meeting.

 Article VII – DUTIES OF OFFICERS

Section 1.

The President shall preside at all meetings of members and of the Board of Directors and shall generally perform the duties incidental to the office and shall appoint any Standing or Special Committees.

Section 2.

In the absence of the President, the Vice-President shall preside and otherwise perform the duties of the President. The Vice-President shall be responsible for appointing the host/hostess and helping with development of the programs for the Association’s General Meetings and reunions.

Section 3.

The Secretary shall attend to the sending of notices of all meetings; shall keep an accurate record of the proceedings of all such meetings; shall conduct such correspondence as may be assigned; shall keep an accurate list of members, their addresses (including e-mail addresses as appropriate), the classes of membership to which they belong and the state of their membership dues payments; and shall generally perform the duties incidental to the office.

Section 4.

A.      The Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit the same with such institutions as the Board of Directors or Finance Committee, if any, may recommend and upon approval by the Board of Directors; shall deposit and record other contributions received from members; and shall generally perform the duties incidental to the office.

B.    The Treasurer’s report shall be published at least once a year either in an Association’s Cogswell Courier or special Bulletin.

C.    Provided the annual cost is not prohibitive, the Treasurer shall be placed under a security bond, the amount to be determined by the Board of Directors and paid for by the Association. The Board of Directors will determine the cost tolerance level.

D.    Checks, drafts and other instruments for the payment of money, shall be signed on behalf of the Association by the Treasurer or such Officer or Officers as the Board of Directors shall from time to time designate. 

E.     At least two additional signees must be maintained at all times.

F.     Shall oversee all investments of the association.

Section 5.

A.  The Historian shall be the custodian of the Cogswell genealogical records and files and shall assist members and prospective members with their lineage and prepare and publish updates to "Cogswells in America" by Jameson and "Descendants of John Cogswell" by Donald James Cogswell (1998 and 2019) at the discretion of the Board of Directors.

B.  The Historian, or his designee, shall maintain the Cogswell Family Genealogical database. All changes to the database shall be authorized by the Historian.

C.  The Historian will be responsible for creating periodic back-ups, including two off-site back-ups, of the genealogical records and files at least quarterly.

D.  The Historian is responsible for ensuring that the Genealogical record backup is appropriately stored for safety in a separate location from the main repository. Costs of the storage will be paid by the Association.

E.  The Cogswell repository of records and data belongs to the Cogswell Family Association. Upon termination of the Historian’s term in office, all records and backups will be surrendered in their entirety to the newly elected Historian.

F.   The Historian will maintain and be final decision on the integrity of the information provided.

G.  The Historian shall serve as the Chair of any Historical or Genealogical Committee.

H.  The Historian shall delegate responsibilities to others as seen fit, including the Data Keeper, with the approval of the Board.

I.    The Historian, or designee, shall report to the Board on the status of the database at least quarterly.

Section 6.

A.  The Editor shall publish a Newsletter, paid for by the Association, to be distributed to members at least twice per year to inform them of activities, Cogswell genealogical information and other information pertinent to Cogswell history.

B.  The Editor shall be responsible for maintaining a minimum of one copy of all published newsletters for historic preservation purposes.

C.  The Editor shall, upon request from the Secretary, produce additional copies of the Newsletter, paid for by the Association, for dissemination to the membership as deemed necessary and appropriate.

Section 7.

A.  The Webmaster shall be responsible for the development and management of the Cogswell Family Association Website including, but not limited to, the periodic update of content and format as defined by the Board of Directors.

B.  The Webmaster shall maintain the security and integrity of the website code to ensure the membership is not at risk.

Article VIII - BOARD OF DIRECTORS

Section 1.

The government and management of the Association shall be vested in the Seven (7) Officers, Eight (8) Directors, and the immediate past President, all of whom must be members of the Association. This group shall compose the membership of the Board of Directors. All of the Officers shall be elected on a biennial basis. The Directors shall be elected in groups of four (4) to serve for four (4) years so that four (4) shall be elected at the General Meeting and shall be eligible to succeed themselves. Newly elected officers and Directors shall take office at the conclusion of the General Meeting and serve until their successor shall be elected. Should a vacancy occur among the Directors, the Board of Directors shall fill the vacancy for the remainder of the term and said appointee shall be eligible for election at the expiration of said term. Should a vacancy occur among the Officers, the Board of Directors may fill the same until the next General Meeting. The duties of the board include giving input and attending periodic meetings, becoming part of committees to help improve the Association, nominating officers, and being active in assisting the elected officers including, but not limited to, becoming an understudy for the incoming officers.

Section 2.

An Officer may not also be a Director.

Section 3.

Members of the board of directors (or any committee designated thereby) may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 4.

Special meetings of the Board of Directors may be called at any time by the President or any three (3) Officers and/or Directors by written notice, designating the time and place, mailed to each Officer/Director at least five (5) days in advance thereof. For the convenience of those involved, such meetings may be held by telephone or other electronic means.

Section 5.

A quorum shall be constituted by one-third of the members of the Board of Directors, Officers and immediate past President. Once a quorum has been assembled and maintained, business may be conducted and decided by a majority vote of those present.

Section 6.

The President may, from time to time, appoint from the membership a special committee for the purposes designated by the President, which committee shall meet during the intervals between meetings of the Board of Directors and report to the Board for approval.

Section 7.

The Board of Directors shall serve without salary, compensation, or other emolument.

ARTICLE IX

No officer or member of the Board of Directors shall be personally liable for monetary damages for any action taken, or any failure to take any action, unless: (1) the officer or director has breached or failed to perform the duties of his office under Articles VII and VIII (relating to standards of care and justifiable reliance); and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this paragraph shall not apply to: (1) the responsibility or liability of an officer or director pursuant to any criminal statute; or (2) the liability of an officer or director for the payment of taxes pursuant to any local, state or federal law.

ARTICLE X - AMENDMENTS TO BYLAWS

The Bylaws of this Association may be enacted, revised, amended or repealed by a vote of a minimum of two-thirds of the Board of Directors, Officers and immediate past President, provided that at least thirty (30) days written notice of the meeting at which the bylaws shall be enacted, revised, amended or repealed shall have been sent to the Board of Directors, stating in full the proposed Bylaw to be amended and the proposed amendment, or the Bylaw to be repealed, as the case may be. Once approved, the Bylaws must be signed by an officer of the Association and stored at the official address of the Association.

Bylaws changes must be communicated to the members of the organization and published on the website.

Article XI – PARLIAMENTARY RULES

Robert's Rules of Order (latest edition) shall govern the conduct of the corporate meetings when not in conflict with the Articles of Incorporation and these By-Laws or with the Statutes of the State of Massachusetts.

Approved by the Board of Directors
October 9, 2021


 

For membership information please visit the Membership Form Page                                                                                    

1/7/2022                                       

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