BYLAWS OF COUNCIL FOR INTERNATIONAL VISITORS
IN FORCE AS OF 19 March 2013

ARTICLE I
NAME


SEC. I: Name. The name of the association shall be "Newport Council for International Visitors", located in Newport, Rhode Island.

ARTICLE II
PURPOSE AND OBJECTIVES

SEC. I: Purpose. The purpose of the Council for International Visitors shall be to foster world understanding through people-to-people contacts between international visitors and association members, and other residents of the Newport County area. The association shall be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or successor provisions of Federal law, including receiving, administering, and expending funds for the above charitable and educational purposes.

SEC. II: Objectives. The purposes of the association shall be fulfilled by accomplishing the following objectives:

- Sponsoring international visitors, including international military officers and students
- Providing home and local hospitality
- Conducting educational programs and cultural activities
- Serving as escorts and interpreters
- Showcasing cultural diversity of our area
- Providing other appropriate services to international visitors.

ARTICLE III
MEMBERSHIP

SEC. I: Membership. Members of the association shall consist of such persons as are interested in the general purposes and objectives of this association, and who have satisfied the membership requirements established by the Board of Directors.

SEC. II: Membership Classes. The membership of the association shall be divided into two classes, regular and honorary, or as determined by the Board of Directors. Regular membership shall include individual and family membership.

SEC. III: Membership in Good Standing. To qualify as regular members in good standing, such members must have paid the annual membership dues established by the Board of Directors at some time during the fiscal year. Honorary membership is bestowed and revoked by a majority vote of the Board of Directors at any regular or special meeting of the Board.

SEC. IV: Denial or Revocation of Membership. The Board of Directors may, by majority vote, deny or revoke membership if they believe membership is not in the best interest of the association.

ARTICLE IV
MEETINGS

SEC. I: General Meetings. General meetings of the membership of this association shall be held at such places on Aquidneck Island and at such reasonable times, as the Board of Directors shall designate. One general meeting, to be known as the Annual Meeting, shall be held each year in September or October, unless otherwise determined by the Board of Directors, and shall be conducted by the President. Regardless of when held, the Annual Meeting will be considered to be the final meeting of the fiscal and membership year.

SEC. II: Special Meetings. Special meetings of the membership of this association may be called by a majority of the Board of Directors, or by not less than twenty (20%) percent of all voting members of the association.

SEC. III: Notice. Reasonable notice of all general and special meetings of the membership of the association shall be given to all members in writing and mailed at least 10 calendar days in advance of such meetings.

SEC. IV: Quorum. A quorum of at least twenty percent (20%) of regular members shall be required to be present at all general and special meetings of this association in order to conduct official business.

SEC. V: Parliamentary Authority. All meetings of the association and the Board of Directors shall be conducted in accordance with Robert's Rules of Order.

ARTICLE V
VOTING

SEC. I: Voting Rights. Every regular member of the association who has filled the various membership requirements, and who has paid the established membership dues shall have the right to vote at all general and special meetings of the association.

ARTICLE VI
ELECTION OF BOARD OF DIRECTORS

SEC. I: Nominations. The President of the association shall appoint a nominating committee composed of not less than three (3) members of the association, whose duty it shall be to propose a list of candidates for election to the Board of Directors. No more than 1/3 of the nominating committee shall be current members of the Board of Directors.

SEC. II: Candidates. Any person who is a member in good standing in the association shall be eligible for election to the Board of Directors subject to the provisions of Article VII SEC II.

SEC. III: Election. The list of candidates, as prepared by the nominating committee, shall be presented to the President in sufficient time to be included in the announcement of the Annual Meeting of the association; the President shall then ask the general membership at the meeting for further nominations. After nominations are closed, the nominations will be put to vote by the general membership of the association, by show of hands or written ballot, and those candidates receiving the greatest number of votes shall be elected to the Board of Directors.

ARTICLE VII
BOARD OF DIRECTORS

SEC. I: The Number and Powers. The Board of Directors shall consist of fifteen (15) members. The business of the association shall be managed by the Board of Directors, who shall be charged with the responsibility of operating the association, and who shall have the powers to do all things necessary and pertinent to effect the purposes and objectives of this association.

SEC. II: Term. Members of the Board shall hold office for a period of two (2) years from the date of their election and may be re-elected once. After a period of two terms, an individual may again be a candidate after a lapse of one year. Members who held office in 2005 will serve out a two-year term and then will be eligible for re-election, thereafter, the two year term of office will be fully effective. Efforts should be made to elect approximately one half of the Directors each year.

SEC. III: Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor. Service as a Director under this provision for a year or less shall not count against the term limits specified in SEC. II, above.

SEC. IV: Meetings. Meetings of the Board of Directors of the association, regular or special, shall be held at such reasonable times and places as the Executive Board shall designate, but at least quarterly.

SEC. V: Election of Officers of the Association. The Board of Directors of the association shall elect annually at its first meeting, from the Board's membership, the officers of the association; said officers being President, Vice President, Secretary and Treasurer. These officers will be elected for a term of one year, and may be re-elected to the same office once during any consecutive terms as a member of the Board of Directors. The office of Treasurer may, at the discretion of the Board of Directors, be continued beyond two consecutive terms.

SEC. VI: Removal. The Board of Directors may remove an officer or director from his/her position by a vote of 2/3 of the serving Board of Directors. Alternatively, at any special meeting of the association called for the purpose of removing any or all members of the Board of Directors, this may be done by an affirmative vote of a majority of the Regular members in good standing. Election of replacement Directors, to fulfill the unexpired term of any such Board member, or members, removed, may be made, following floor nomination, by simple majority vote of those members attending.

SEC. VII: Quorum. At least one third (1/3) of the number of serving directors shall constitute a quorum for the transaction of all business of the association. The acts of one third (1/3) of the serving directors who are present at a meeting, unless specified otherwise in these Bylaws, and at which a quorum is present, shall be the act of the Board of Directors.

ARTICLE VIII
EXECUTIVE BOARD

SEC. I: Members and Duties. The officers of the association shall consist of a President, Vice President, Secretary and Treasurer, and shall be collectively known as the Executive Board. The Executive Board will, in general, provide direction and guidance for the association, subject to the approval of the Board of Directors.

SEC. II: Vacancies. Whenever any vacancy shall occur in any office the same shall be filled by the Board of Directors, and the officer so elected shall hold office for the unexpired term of his predecessor.

SEC. III: The President. The President shall preside at all meetings of the general membership and Board of Directors of this association and shall discharge all duties which devolve upon a presiding officer, and perform such other duties as the Board of Directors, or Executive Board, may prescribe. He or she will be responsible, as head of the Executive Board, for setting an agenda for the year in which elected. In conjunction with the Executive Board, the President will develop a budget, to be presented to the full Board for approval at the first meeting following the election of the Executive Board. Further changes to the approved budget must be submitted to the Board of Directors for approval.

The President is responsible, with the concurrence of the Executive Board, for scheduling meetings of the Board of Directors and for the annual appointment of all Committees and Chairpersons. Whenever feasible, Chairpersons of all Committees will be members of the Board of Directors. The President may remove Committee members and Chairpersons for cause, with the concurrence of the Executive Board.

The President is responsible for having an audit carried out on the books of the organization annually, prior to the Annual Meeting. The auditor may not be a member of the Board of Directors. The results of the audit are to be presented at the Annual Meeting.

SEC. IV: The Vice President. The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President. In addition, the Vice President is specifically tasked with monitoring the progress of all standing committees, with specific emphasis on matters related to the budget, and shall perform such other duties as the Board of Directors, or Executive Board, may prescribe.

SEC. V: The Secretary. The Secretary shall attend all meetings of the membership of the association and the Board of Directors, and shall keep, or cause to be kept, a true and complete record of the proceedings of such meetings. The Secretary shall attend to the giving and serving of all notices of the association, and shall perform such other duties as the Board of Directors, or Executive Board, may prescribe. The Secretary shall file the annual report for Non-Profit Corporations with the State of RI in June of each year, as well as any other reports required for a 501c3 organization.

SEC. VI: The Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately the financial condition of the association. For tax and other purposes, the organization’s fiscal and membership year shall run from 1 October through 30 September of each year. The Treasurer shall be the legal custodian of all monies, notes, securities, etc., which may from time to time come into the possession of the association. The Treasurer shall furnish at meetings of the Board of Directors, or at meetings of the membership of the association, or whenever requested by the Board of Directors or Executive Board, a current statement of the financial condition of the association, and shall perform such other duties as the Board of Directors, or Executive Board, shall prescribe. The report presented at the Annual Meeting will be audited in accordance with SEC III of this Article. The Treasurer shall file income tax returns to the IRS and State authorities as required

SEC VII: Authorization for expenditure. The President and Committee chairmen are authorized to expend funds up to allocated budget amounts without further authorization. The Treasurer is authorized to reimburse expenditures within the approved budget upon presentation of original receipts. Reimbursement for items without original receipts must be approved by a second member of the Executive Board.

SEC. VIII: Delegation of authority. In the case of the absence of any officer of the association, the Board of Directors may delegate powers or duties of such officer to any other officer or to any director, for the time being, providing a majority of the entire Board of Directors concurs therein.

SEC. IX: Compensation. No compensation shall be paid to any member of the Board of Directors, or to any officer.

ARTICLE IX
COMMITTEES

SEC. I: Standing Committees. Standing committees shall be established to handle continuing or recurring activities of the association. The Board of Directors shall approve all standing committees, and assign their general responsibilities. The Executive Board shall determine the specific duties of each committee, as circumstances require. Standing committees shall normally include the following:

A. Membership Committee. The Membership Committee shall keep an accurate computerized membership database of the names, addresses, dues status, and other pertinent information of all regular and honorary members of the association, and shall be responsible for soliciting new members at every association activity, and by other appropriate means.

B. Sponsorship Committee The Sponsorship Committee shall coordinate all sponsorship activities of the association, acting as liaison to organizations hosting visits of international visitors, ascertaining their sponsorship requirements, and soliciting members of the association to act as sponsors for such visitors. The committee shall ensure that each volunteer is made aware of their responsibilities as sponsors.

C. Great Decision Committee. This committee shall organize and conduct the annual Great Decisions series. This shall include arranging a kickoff reception, a location for the series, appropriate speakers, obtaining necessary materials to include the Great Decisions Booklets and appropriate mementos for the speakers, and the collection and submission of Great Decisions ballots. The committee will coordinate with other appropriate committees for assistance on items such as publicity, membership and entertainment support.

D. Entertainment Committee. The Entertainment Committee shall organize all social and business events of the association, except those specifically assigned to other committees, including the Annual Meeting and other receptions that are held.

E. Publicity Committee. The Publicity Committee shall be responsible for arranging publicity for all events and activities conducted by the association.

F. Fund Raising Committee. The Fund Raising Committee shall seek contributions from outside entities as needed to fund association activities.

G. Nominating Committee. The Nominating Committee, appointed in accordance with Article VI, Section I, above, shall solicit members to stand as candidates for election to the Board of Directors

SEC. II: Ad Hoc Committees. The Executive Board may establish other committees on an ad hoc basis as necessary accomplish short duration requirements.

ARTICLE X
AMENDMENTS

SEC. I: Amendments. These By-Laws as a whole or a part thereof, may be repealed or amended by a vote of two-thirds (2/3) of the members of the association at any regular or special meeting, or by the vote of two-thirds (2/3) of the members of the Board of Directors at any regular or special meeting of the Board of Directors, provided that reasonable notice in writing shall be given to the membership of the association.

ARTICLE XI
ASSETS and DISSOLUTION

SEC. I: Assets. No member of the association shall have, as an individual, any interest in or title to the assets of the association, and such assets shall be owned, controlled, and devoted exclusively to the purpose of the association, as more particularly set forth in Article Fifth of the Articles of Association.

SEC. II: Dissolution. The association may be dissolved by an affirmative vote of 80% of the members attending any regular or special meeting of the association called for this purpose. In the event of the dissolution of the association, all assets then belonging to the association, in excess of liabilities, shall be assigned to another organization or association formed for the same purposes, or any one of the objectives of this association, as determined by the Board of Directors, in accordance with the provisions of Article Seventh of the Articles of Association.

AMENDMENTS
1. The Bylaws of the Council for International Visitors were revised in their entirety and the current Bylaws were adopted at a meeting of the Board of Directors on 11 August 2005, after being submitted, in writing, to the general membership for review and comments.

Walter M. Wasowski
President, CIV 2005

2. Article VII Section V was amended in accordance with Article X on 14 November 2007 by a vote of the Board of Directors after notice to the membership. This amendment allowed for the extension of the term of office of the Treasurer.

Peter Tarpgaard
President, CIV 2007

3. Article VII, (BOARD OF DIRECTORS), Section VII (Quorum) was amended in accordance with Article X on 11 August 2010 by a vote of the Board of Directors after notice to the membership. This amendment allowed for a reduction in the size of the quorum required for the Board of Directors to transact association business.

Thomas Feeney
President, CIV 2010

4. Article I, (Name) Section I (Name) was amended in accordance with Article X (Amendments) on March 19, 2013 by a vote of the Board of Directors after notice to the membership, and is hereby amended by changing the name of the association from Council for International Visitors back to the original name of "Newport Council for International Visitors".

Gail Minoff-Keck

President, CIV 2013