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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 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 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 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. 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
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