(As Amended May 16, 2002)
Names and Purposes
Section 1. The name of this non-profit organization shall be "Rhode Island Bar Foundation."
Section 2. Said Foundation is organized for charitable, scientific, literary or educational purposes as set forth in the Articles of Association of December 2, 1953, as amended March 13, 1958 and April 19, 1988, which said purposes shall include the following:
a. To foster and maintain the honor and integrity of the profession of law;
b. To study, improve and facilitate the administration of justice;
c. To promote the study of the law, research therein, and the diffusion of knowledge thereof;
d. To cause to be published and to distribute addresses, reports, treatises and other literary works on legal subjects;
e. To promote suitable standards of legal education;
f. To pay funds to any tax exempt corporation, trust, fund or foundation for any of said purposes; provided, however, that no part of the net earnings of the Bar Foundation shall inure to the benefit of any private member or individual, and provided further that no part of its activities shall consist of the carrying on of propaganda or otherwise attempting to influence legislation; and
g. To support the delivery of legal services to those without sufficient means to secure them otherwise.
Section 1. Membership in this Foundation as a Fellow shall be deemed a professional honor, and Fellows shall be selected from those members of the Rhode Island Bar Association whose professional, public and private careers have demonstrated their outstanding dedication to the welfare of the community and maintenance of the objectives of the Rhode Island Bar Foundation.
Persons eligible for membership in this Foundation shall be limited to persons designated by the Board of Directors of this Foundation, to whom invitations are extended to become Fellows, because such persons possess the qualifications set forth above for such selection. A Fellow's membership shall be automatically terminated in the event that he or she is currently, or in the future becomes, suspended or disbarred from the practice of law by the Rhode Island Supreme Court.
Section 2. The President of the Foundation shall extend such invitation to each person eligible for membership as a Fellow of this Foundation. Each person receiving such an invitation shall evidence his (as used in these Bylaws, the "he" and "his" shall be considered to indicate both sexes) acceptance of such invitation to become a Fellow by affixing his signature to a copy of these Bylaws. Each Fellow shall thereafter be furnished with a formal certificate evidencing his selection as a Fellow of the Foundation, signed in the name of the Foundation by its President and Secretary.
Section 3. The members of this Foundation shall be designated the "Fellows of the Rhode Island Bar Foundation."
Section 4. Officers and members of the Executive Committee of the Rhode Island Bar Association, during their respective terms of office, shall be ex-officio Fellows without any obligation to contribute to the Foundation. Each fellow, not such an ex-officio, shall contribute to the Rhode Island Bar Foundation the sum of $1,000, or such other amount as shall be determined by the Board of Directors, such contribution to be payable for use at the discretion of the Board, and to be payable at the time of his acceptance as a Fellow or in annual installments of not less that $100. The first contribution by such Fellow shall be made as the time of acceptance and membership, and subsequent contributions paid annually thereafter, on or before the anniversary date of such Fellow's membership in the Foundation. Contributions for more than one year may be made in advance at any time.
Section 5. In case of resignation of a Fellow or his ineligibility for continued membership, he shall be under no obligation to make further contributions. If any Fellow fails to make his annual contribution within six months after the same becomes due, his membership shall automatically cease and he shall be under no obligation to make further contributions. In no event shall the Foundation be required to refund any contribution or part thereof.
Section 1. A Board of Directors consisting of fifteen (15) members shall be elected by members of the Foundation at its annual meeting. Terms shall be for three (3) years, with five (5) of the fifteen (15) members elected at each annual meeting. In addition to said fifteen (15) Directors, the Board of Directors shall also include: (i) three (3) non-voting Directors who shall, at the annual meeting of the Foundation, be designated by the Rhode Island Bar Association from the members of its Executive Committee; (ii) ex-officio, voting Directors consisting of all members of the Foundation who have served the Foundation as its President; and (iii) those members of the Foundation who have served the Foundation as members of the Board of Directors and who may be elected as Honorary Directors from time to time by the Board of Directors at a regular or special meeting of the Board for their many years of outstanding service, dedication and commitment to the goals and mission of the Foundation.
Section 2. The existing Board of Directors shall name a nominating committee of three persons from its members to nominate candidates for officers and the Board. Counter-nominations may only be made by petition in writing of twenty-five (25) members of the Foundation. Such petition shall be delivered to the Secretary at least ten (10) days prior to the date of the annual meeting. In the event that such counter-nominations have been duly received, the election shall be conducted by secret ballot.
Section 3. Powers. The Board of Directors shall have full power to manage, invest, sell and reinvest the funds, securities and other assets of the corporation, and the Treasurer shall from time to time pay out the income received from the corporation's funds, investments and other property less proper charges and expenses (and such amounts of principal of the unrestricted funds held by the corporation), for such purposes not inconsistent with the Articles of the Association, as the Board of Directors shall from time to time determine. The Board shall, however, respect and be governed by the wishes of donors, expressed at the time of the gift as to the time when, and the purposes for which the principal contributed by them shall be distributed, and as to the purpose for which the income of their gifts shall be used, but only so far as the purposes expressed shall be deemed by the board to be within the scope and purposes of the Foundation. Gifts given for special purposes may be held and managed as a separate fund.
Section 4. The nominating committee slate must be included in the notice of the Annual Meeting, which notice shall be mailed to the membership at least twenty (20) days prior to the date of such meeting.
Section 5. A quorum of the Board shall be eight (8) members.
Section 6. Vacancies between annual meetings may be filled by the remaining directors for the unexpired term. At any time a Director may be removed from the Board by a vote of at least 80% of the other members.
Section 7. Regular meetings of the Board shall be held at least annually. The President may call a special meeting at any time, and, on petition in writing of five (5) or more members of the Board, he shall be required to call a special meeting within a reasonable time after receipt of such petition.
Section 8. Votes of Directors and/or Committee members at meetings may be submitted in person, telephonically, or by proxy and shall be considered in determining a quorum for such meeting.
Section 9. No person who is or was at any time a member of the Board of Directors of this Foundation shall be personally liable to the Foundation or its members for monetary damages, otherwise arising out of performance of his duty as a Director, provided, however, that unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this Section shall not eliminate or limit the liability of a Director (i) for any breach of the Director's duty of loyalty to the Foundation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) for any transaction from which the Director derived an improper personal benefit.
The Foundation shall indemnify and hold harmless each person made a party to any proceeding by reason of the fact that that person is or was a director, officer or committee member of the Foundation against judgments, penalties, fines, settlements and reasonable expenses actually incurred for the person in connection with the proceedings to the fullest extent permitted by the terms of the Rhode Island Non-Profit Corporation Act. The reasonable expenses incurred by the person in connection with the proceedings shall be paid or reimbursed by the Foundation in advance of the final disposition of the proceeding upon the terms provided in said Act. Terms capitalized in this Section 8, which are defined in said Act, are used herein as so defined. Such indemnification shall not be deemed exclusive of any other rights to which a person may be entitled under any agreements, vote of the members of disinterested directors or otherwise.
Section 1. The officers of the Foundation shall be a President, a Vice President, a Secretary and a Treasurer. Officers shall be members of the Board or of the Foundation.
Section 2. The nominating committee designated in Article III, Section 2 shall also nominate a slate of officers. Counter-nominations for any office shall be made by petition in the same manner as specified for members of the Board of Article III, Section 2. In the event that counter-nominations have been duly received, the election for any contested office shall be by secret ballot. Such officers shall serve for a term of one year, and they shall serve until the next annual meeting and until their successors are elected. Vacancies between annual meetings may be filled by the Board of Directors for the unexpired term.
Section 3. Election of officers and members of the Board of Directors shall take place at the annual meeting of the Foundation.
Section 4. Duties of the officers shall be such as are usually attached to said offices, and in addition thereto, such further duties as may be designated from time to time by the Foundation or the Board of Directors.
Section 5. The Foundation may compensate employees or agents for services rendered, provided the Board of Directors approves such payment in advance. No officer or member of the Board shall receive compensation, but may be reimbursed for expenses incurred on behalf of the Foundation.
Section 1. The annual meeting of the members of the Foundation shall be held in the spring of each year at a time, date and place to be determined by the Board of Directors. The announcement of such meeting, accompanied by a proposed agenda, shall be sent to members of the Foundation by mail at least twenty (20) days prior to the date of the meeting.
Section 2. Other meetings of the Foundation may be called by the Board of Directors with written notice to be mailed at least seven (7) days prior to the date of the meeting. A purpose and agenda for the meeting shall be included in the notice.
Section 3. Members may request a meeting by a petition in writing of twenty-five (25) members sent to the Board of Directors. Said meeting shall be held within thirty (30) days, but not earlier than seven (7) days, of such receipt.
Section 4. Fifteen percent (15%) of the members of the Foundation present in person or by proxy shall constitute a quorum for the conduct of any meeting of the Foundation.
Section 5. Votes of members at meetings may be submitted in person or by proxy and shall be considered in determining a quorum for such meeting.
Section 1. In addition to the nominating committee, the Board of Directors may establish such additional committees from time to time as it may deem appropriate, to accomplish the purposes of the Foundation, and shall circulate to its members on a regular basis a list of current committees and their members.
Gifts, Donations and Bequests
Section 1. Gifts, donations and bequests may be given directly to the Foundation with directions that the income therefrom shall be used for certain specified purposes or the principal of such gifts, donations or bequests may be given to some other person, corporation or trustee, with instructions that the income therefrom shall either be paid to the Foundation or disbursed in accordance with the instructions of the Board of Directors of the Foundation, provided, however, that the uses and purposes of such gifts, donations and bequests, either of income or principal, shall be in accord with the purposes specified by the Articles of Incorporation of the Rhode Island Bar Foundation, as amended.
Section 2. The directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation. The directors may decline any gift, bequest or devise or any part thereof, which in their opinion will not be properly available for the Foundation or serve its purposes.
Section 1. The capital assets of the Foundation, not including real estate or tangible personal property, may be kept in the custody of a Bank, Trust Company, broker or other recognized depository or Investment Advisor selected by the Board which, unless the Board shall otherwise provide, shall be responsible for their management subject to supervision by the Board or by any committee the Board may establish for this purpose, which committee shall report regularly to the Board for ratification of its actions.
Books of Accounts
Section 1. All books and records of the Foundation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. The books of accounts shall be audited periodically as determined by the Board of Directors by a certified public accountant selected by the Board.
Section 1. The fiscal year of the Foundation shall begin on the first day of July in each year, and end on the last day of June in the succeeding year.
Section 1. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, either by a majority vote of the members present at a meeting called for the purpose of considering any such proposal, or by unanimous vote of the then members of the Board of Directors at a meeting called for the purpose of considering such a proposal. A notice of at least seven (7) days must be given of such a meeting of members or Directors and shall contain the text of the proposed amendment(s), provided, however, that with respect to any such amendment by the Board of Directors, notice of such meeting may be waived or otherwise modified by unanimous vote of all the then members of the Board of Directors.