By-Laws

By-Laws of The Parke Society, Inc.
Edition of 2001

As adopted by The Society in Annual Meeting convened, 1 August 1971 with all Amendments thereto through the Annual Meeting of 27 July 2001.

ARTICLE I: GENERAL PROVISIONS

Section 1. The NAME of the Corporation, as set forth in the Certificate of Incorporation, is THE PARKE SOCIETY, INC.

Section 2. The location of the principle office of the corporation is to be at the home of a designated officer, trustee, or other agent whose residence is within the State of Connecticut, as appointed in the Standing Rules.

Section 3. Said Corporation is organized exclusively for charitable and educational purposes, more especially for the furtherance of historical and genealogical research and the dissemination thereof, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), the preservation of our American heritage, and the promotion of fellowship among Park/e/s descendants. In carrying out these purposes, The Society shall:

  1. Publish books and pamphlets resulting from historical and genealogical research;
  2. Develop an appropriate place to preserve and display historic records and artifacts;
  3. Disseminate information of general interest obtained by this Society to libraries with similar genealogical interests.

Section 4. The use of the male pronoun shall in all cases be inclusive to include both the male and female genders.

ARTICLE II: MEMBERSHIP

Section 1. Any person who is able to trace his or her ancestry to a progenitor whose name was Parke, Parkes, Park, or Parks, or any of its accepted variants, without regard to date of birth, shall be entitled to Regular Membership.

Any interested person may become an Associate Member.

Section 2. There shall be five classes of membership as follows:

    1. Regular Life Membership
    2. Associate Life Membership

These classes shall be available to any qualified persons who make a single payment in the amount established in The Society's Standing Rules valid at the time.

    1. Regular Membership
    2. Associate Membership

These classes shall be available to persons qualified as described in the first paragraph of this section, who pay the annual dues in the amount established in The Society's Standing Rules valid at the time.

Section 3. All members sixteen years of age or over shall have the power to vote and hold office.

Section 4. Dues shall be payable on or before December 31 for the ensuing year.

Section 5. Life members shall be exempt from paying annual dues.

Section 6. Except as provided for below, the contributions for Life Membership shall be invested by the Board of Trustees so that only the income therefrom may be used for current operating expenses; provided that the Trustees, when authorized by vote of The Society, may spend the principal of such investment in the event of an unexpected necessity.

There shall also exist a "Special Reserve Fund" consisting of the Reserved Life Dues of deceased Life Members, which funds would be available for capital expenditure by a majority vote of all Trustees.

Section 7. Members who have failed to pay the prescribed dues by June 30th shall be marked "inactive," and no further NewsLetter issues will be sent. Members may be reinstated upon payment of current dues.

ARTICLE III: MEETINGS OF THE CORPORATION

Section 1. The Annual Meeting of The Society shall be held at a time and place determined by the Board of Trustees.

Section 2. Special Meetings of The Society shall be held at the call of the President. In the case of the disability or inactivity of the President, the Secretary shall call a Special Meeting on direction of two or more of the other Trustees.

Section 3. A written notice of every meeting of The Society, including the Annual Meeting, stating the day, hour, and place thereof shall be mailed by the President or Secretary to each member at least ten days before such meeting.

Said notice shall be sufficient if it is mailed to the address as set forth in the Corporation Records; provided that the Secretary shall have recorded the address of each member correctly and immediately upon receipt. The Spring Newsletter will carry this Official Notice.

Regional Meetings of The Society shall not be competent to conduct business of the Corporation.

Section 4. The attendance of fifteen members shall constitute a quorum for the transaction of business at any meeting.

Section 5. Any business of The Society may be transacted at an Annual Meeting, but only business which has deem specifically designated in the President's or Secretary's call may be transacted at a Special Meeting.

Section 6. All votes by The Society shall be by simple majority of the members present at the meeting; except that amendments to the Constitution and By-Laws shall require an affirmative vote of 2/3 of the members present.

Section 7. Votes may be cast by members unable to attend a Meeting in person. The NewsLetter mailed prior to the meeting will carry particulars on the known issues to be presented for voting. Each member may submit votes by postcard or letter, indicating preference and comments. This communication must reach the Secretary at least seven (7) days prior to the meeting at which votes are to be taken.

ARTICLE IV: BOARD OF TRUSTEES

Section 1. The Board of Trustees shall be in full charge of managing the affairs of The Society. It shall consist of nine elected members, in addition to whom all Officers and Chairmen of Standing Committees shall be members ex officio if not already members of the Board.

The nine members shall be elected at large from The Society Membership, provided that a majority of the Board at any time shall be Regular Members. The Seats on the Board shall be designated by the Region numbers now in use, but only for reference and identification purposes of each seat.

The term of each of the nine members shall be three (3) years, with one-third (1/3) of the seats coming up for re-election each year.

The filling of vacancies on the Board shall be for the duration of the original term of office. Nothing in these By-Laws shall prevent a Trustee from also holding an Elected or Appointed Officer's position.

Section 2. A nominating Committee, consisting of three members appointed by the President, shall present to each Annual Meeting a candidate for each vacancy for election to the Board of Trustees. Candidates in addition to those presented by the Nominating Committee may be nominated and seconded by any member present. In the event that a Nominating Committee has not been appointed, or has not fulfilled its function, the Board of Trustees may act as such a committee, at their meeting just preceding the Annual Meeting, provided that a quorum of the Board is present.

Nominations for Trustee may be from the members of The Society at Large.

Section 3. Whenever a vacancy in the Board of Trustees occurs the unexpired portion of the vacant term may be filled by vote of the Board of Trustees at any meeting of the Board following the occurrence of such vacancy.

Section 4. Trusteeships shall be considered vacant upon the following circumstances:

  1. Death of the incumbent
  2. Resignation from office, or Withdrawal from The Society of the incumbent.
  3. Failure of the Incumbent to keep Current with their Dues to The Society. or
  4. Failure of the Incumbent to fulfill their duties as a Trustee.

In regards to Subsection d) above, failure to fulfill their duties shall be made known by the President of The Society to the Board, and up-on a majority vote of the remaining Trustees, the incumbent shall be removed and the Trustee seat declared vacant and subject to filling in accordance with the provisions found in Section 3 of this Article.

ARTICLE V: MEETINGS OF THE BOARD OF TRUSTEES

Section 1. All meeting of the Board of Trustees shall be held at the call of the President; or the Secretary shall call a meeting upon direction of four other Trustees.

Section 2. A written notice of every meeting of the Board of Trustees stating the date, hour, and place thereof, shall be mailed by the President or Secretary to each Trustee at least ten days before such meeting. However, any Trustee may waive notice of any meeting of the Board of Trustees.

Section 3. The attendance of four Trustees shall constitute a quorum for the transaction of business by the Board of Trustees.

Section 4. Except as provided for below, the Board of Trustees shall not have the power without authorization by vote of the membership of The Society, to spend the principal of Life Membership dues.

Nor to incur indebtedness beyond available current operating funds on behalf of The Society.

There shall also exist a "Special Reserve Fund" consisting of the Reserved Life Dues of deceased Life Members, which funds would be available for capital expenditure by a majority vote of all Trustees.

Subject to the foregoing limitations, any business of The Society may be transacted at a meeting of the Board of Trustees.

Section 5. All votes of the Board of Trustees shall be by simple majority of the Trustees present at the meeting. However, a Trustee, unable to attend the meeting may register his opinion regarding any matter of business by letter to the President, which letter shall form part of the record of the discussion of the subject.

Section 6. The Board of Trustees shall adopt and maintain Standing Rules to hold until revised by vote of the Trustees.

Section 7. The Trustees may conduct business between scheduled meetings by Post, provided that all such actions shall be ratified at the next regularly scheduled meeting of the Board of Trustees.

Section 8. Should any Trustee's Meeting, upon due call and notice, fail to obtain the required quorum as specified elsewhere in these By-Laws, business may be conducted subject to a ratification of the entire Board by post.

Within 90 days of adjournment of the Trustee's meeting where a quorum has failed, the Secretary will mail a copy of all matters acted upon to each and every Trustee. The Trustees will indicate their assent/dissent by return post. a 2/3's majority of all the Trustees will be required for ratification.

ARTICLE VI: OFFICERS

Section 1. The Board of Trustees shall elect on the date of the Annual Meeting, and immediately following it, a President, a Vice-President, a Secretary, a Treasurer, and a Historian, who shall hold office until their successors are elected. Whenever a vacancy among the officers occurs, the unexpired portion of the vacant term shall be filled by vote of the Board of Trustees at any meeting of the Board following the occurrence of such vacancy. The Board shall be empowered to elect such other officers and assistant officers as it shall from time to time deem necessary to the operation of The Society, to serve at the pleasure of the Board, and to perform such functions as shall be set forth in the Standing Rules for those officers.

Section 2. The President shall be the executive head of The Society but shall be subject to the control of the Board of Trustees. He shall preside at all meetings of The Society and of the Board of Trustees. He shall execute all deeds, contracts, and other instruments in the name of and on behalf of The Society. He may create Standing or temporary Committees and appoint the chairman of such committees. He shall not hold office consecutively for more than five years.

Section 3. The Vice-President shall, in case of the absence, incapacity, or disability of the President, act in his stead, in which case he shall perform all the duties and shall have and exercise all powers of that office. The Vice-President shall be in charge of the internal operations of The Society and shall have particular responsibility to coordinate the activities of the several Regional Trustees, and to over see the planning of the Annual Convocation.

Section 4. The Secretary shall issue calls to meetings at the direction of the President or under Article V, Section 1, or under Article III, Section 2. He shall keep the minutes of all meetings of The Society, and of the Board of Trustees.

He may certify copies of By-Laws, resolutions or minutes by his signature and the Corporate Seal, which shall be in his custody. He shall be custodian of the Corporation Records, shall send to all members notices of dues, and shall be charged with the collection of such dues which he will immediately turn over to the Treasurer.

The Secretary of The Society shall cause to be filed such information, reports, forms, and returns, as shall be required by the several Federal and State agencies in accordance with the statutes thereof.

Section 5. The Treasurer shall be the financial officer of The Society. He shall cause all the funds of the corporation to be deposited or invested in such institution or institutions as the Board of Trustees shall direct. He is the only person authorized to spend money and shall pay bills at the direction of the Board of Trustees. He shall be prepared to make a financial report at any meeting of The Society or the Board of Trustees.

Section 6. The Historian shall be the genealogist of The Society, with the exception of any materials which are under the control and jurisdiction of The Librarian. He shall be the sole determiner of any Lineage Key designations used by The Society, and shall maintain the Lineage Binders and the genealogical indexes and databases. He shall make determination of what data is on our group sheets and in the genealogical databases. He shall handle all genealogical requests from members where the Lineage does not have an appointed Lineage Leader, in which case, the Lineage Leader is expected to handle any genealogical questions or matters.

Section 7. The Editor shall be overall responsible for the creation and publication of The Society's Newsletter in all its aspects.

Section 8. The Librarian shall be in charge of and caretaker for The Society's Library including the management of its circulating materials. The Librarian shall have the authority to publish the Library holdings lists, and to determine all conditions relating tot the loaning of Society Materials to members including what materials may or may not be circulated.

Section 9. The Registrar shall be solely responsible for all aspects of New Member registration, including the sending and receiving of membership materials, assigning if membership numbers, and forwarding the papers onto the Historian for genealogical processing.

Section 10. Officer positions shall be considered vacant upon the following circumstances:

  1. Death of the incumbent
  2. Resignation from office, or Withdrawal from The Society of the incumbent.
  3. Failure of the Incumbent to keep Current with their Dues to The Society.
  4. Failure of the Incumbent to fulfill their duties in their elected office.

In regards to Subsection d) above, failure to fulfill their duties shall be made known by the President of The Society, or in his incapacity to act, the Vice President, to the Board, and up-on a majority vote of the remaining Trustees, the incumbent shall be removed and the Trustee seat declared vacant, and subject to filling in accordance with the provisions found in Section 1 of this Article.

ARTICLE VII: REMUNERATION

Section 1. In keeping with the charitable objectives of this Society, its officers, trustees, and committee members will give their services without remuneration of any kind.

Section 2. No part of the income of The Society shall inure to the benefit of or be distributed to its members, trustees or officers, except that The Society shall be authorized and empowered to make payments for furtherance of the purposes set forth in Article I, Section 3 hereof.

ARTICLE VIII: FISCAL YEAR

The fiscal year of The Society shall begin on July 1 and shall end on June 30.

ARTICLE IX: ACTIVITY LIMITATION OF THE SOCIETY

No substantial part of the activities of The Society shall consist of propaganda or other attempts to influence legislation, and The Society shall not participate or intervene (including publishing or distributing statements) in any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these Articles, The Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

ARTICLE X: DISSOLUTION OF THE SOCIETY

Upon the dissolution of The Society, the Board of Trustees shall after paying or making provision for payment of all The Society's liabilities, dispose of The Society's assets exclusively for the benefit of the New England Historic Genealogical Society of Boston, Massachusetts. Any such assets not so disposed shall be disposed of by order of the Court of appropriate jurisdiction of the State of Connecticut, exclusively for such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XI: AMENDMENT OF THE CONSTITUTION AND BY-LAWS

The Constitution and By-Laws may be amended at any Annual Meeting or Special Meeting of The Society; provided that notice of the proposed amendment shall be included in the call of the Meeting. An affirmative vote of two-thirds of the Members present shall be necessary for the adoption of such amendment.

ARTICLE XII: PARLIAMENTARY REFERENCE

The proceedings of this Society shall be governed by Robert's Rules of Order, revised, except in case where these conflict with provisions of the Constitution, By-Laws, or Statute