The By-Laws
|
Your 2025 Board of Directors:
Lauren Seaman, President Vacant, Vice President Vacant, Secretary Danielle Jeffrey Petrocchi, Treasurer Sarah Volker, Immediate Past President Alexia Beauregard Eugene Harris Kimberly Newbold Amber Wise Buddy Sullivan, ex-officio - Senior Historian |
Revised February 12, 2025
Constitution of the Richmond Hill Historical Society
Preamble
The Richmond Hill Historical Society shall serve the community by providing a museum and maintaining displays of artifacts and memorabilia of historical eras in Bryan County; provide information about the early development of Bryan County, and the heritage of Richmond Hill and Bryan County; and encourage the preservation of historic artifacts, architecture, and sites.
ARTICLE I
Name and Authority of Governing Body
The name of this non-profit corporation shall be the Richmond Hill Historical Society. The Officers and Board of Directors are empowered to act on behalf of the Society between meetings with the limits prescribed by the constitution and its by-laws and in accordance with this constitution and its by-laws.
ARTICLE II
Objectives
The Richmond Hill Historical Society shall work toward preserving the History of this area; to continue to Research the history of this area; to Educate residents, students, and visitors about the history of this area; and to promote Public Awareness of the history of the area and this Society.
ARTICLE III
Fiscal Year
The fiscal year of the Society shall begin on January 1st and close on December 31st.
ARTICLE IV
Membership
The members of the Society shall be classed as ANNUAL (Individual, Senior, Student, Family, and Associate) and LIFETIME (Individual and Family).
ARTICLE V
Eligibility for Membership
Any person, partnership, firm, association, club, or corporation interested in the development and preservation of the history of Richmond Hill and Bryan County is eligible for membership in the Society.
Dues
Dues shall be paid on an annual basis according to the date the contribution is received.
ARTICLE VI
Eligibility for Voting
All members of the Society shall have voice, but only those who have paid current annual or lifetime membership dues, as prescribed in these by-laws, shall be authorized to vote, hold office, or chair a committee. Those members in arrears shall be placed on an inactive status. Those persons may reapply for membership as provided in the by-laws.
Charter Members
All organizers of this Society at the organizational meeting of April 11, 1987, shall be considered charter members. These members shall be voting members only if dues have been paid as prescribed in Article VI of the by-laws.
ARTICLE VII
Officers
The Officers of the Society shall consist of a President, Vice-President, Secretary, and Treasurer. If it is necessary, the offices of Secretary and Treasurer may be combined and filled by one person.
ARTICLE VIII
Board of Directors
The Society shall have a Board of Directors as prescribed in the by-laws.
ARTICLE IX
Committees
The President shall, with the approval of the Board of Directors, appoint such committees as may be needed.
ARTICLE X
Effective Date
This Constitution and subsequent revisions shall become effective immediately upon the approval by a majority of the Board of Directors present at the meeting at which it is presented.
ARTICLE XI
Quorum
In order to constitute a quorum of the Society, two(2) elected Officers, two(2) members of the Board of Directors, and at least three other voting members must be present at any meeting of the Society at which a vote is required. Motions are carried by a majority vote.
ARTICLE XII
Dissolution
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of Bryan County. (Revised January 29, 2015)
By-Laws of the Richmond Hill Historical Society
ARTICLE I
Section I Individual members shall be those members of the Society who have paid annual dues for the year for Membership as prescribed in these by-laws.
Section II Senior members shall be those members of the Society aged 60 or older who have paid annual dues for the year for Membership as prescribed in these by-laws.
Section III Student members shall be limited to students regularly attending accredited high schools and colleges. There will be no fee for student members.
Section IV Family members shall be those members of the Society who have paid annual dues for the year for Family Membership as prescribed in these by-laws.
Section V Associate members shall be those members of the Society who have paid annual dues for the year for Associate Membership as prescribed in these by-laws.
Section VI Lifetime members shall be those members of the Society who have paid the prescribed dues to the Society for Lifetime Membership as prescribed in these by-laws.
Section VII The Membership of those members required to pay Annual dues shall expire 364 days following the date of contribution.
Section VIII The Board of Directors shall be authorized to limit the number of Lifetime Memberships that the Society shall accept.
Section IX An Associate Membership shall allow members of a partnership, firm association, club or corporation to participate in the affairs of the Society, except as otherwise provided in these by-laws
Section X All members of the Society shall have voice, but only paid members, as prescribed in these by-laws, shall be authorized to vote, hold office, or chair a committee. Those members in arrears shall be placed on an inactive status for a period of one year, after which they will be dropped from the membership roll. Those persons may reapply for membership as provided in the constitution.
ARTICLE II
Annual Dues and Vote
MEMBERSHIP LEVEL
MEMBERSHIP DUES
NUMBER OF VOTES
Individual
$30.00
One (1)
Family
$75.00
Two (2)
Senior Individual (60+)
$30.00
One (1)
Senior Family
$50.00
Two (2)
Friend of the Museum
$50.00
One (1)
Silver
$100.00
One (1)
Gold
$250.00
One (1)
Platinum
$500.00
One (1)
Ford Founder’s Society (Lifetime Membership)
$1,000.00
One (1)
Corporate (Associate)
$300.00
One (1)
Model T Corporate Membership
$500
One (1)
ARTICLE III
Meetings
The Board of Directors shall meet at least once monthly. The Board of Directors shall hold meetings at such times as it shall determine. Meetings shall be held in the Richmond Hill History Museum unless otherwise determined by the Officers of the Society.
The Society shall hold an annual general membership meeting at a date and time of its choosing. This meeting will be for the purpose of electing officers, reviewing the President’s annual report, and conducting other official business presented to the membership by the Board.
Action by Ballot without a Meeting
When requested by the Officers, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a majority of the Board of Directors votes to approve the action by responding affirmatively to a written or electronic ballot. The ballot shall set forth the proposed action(s) and a reasonable time within which to return the ballot. Each Director who wishes to vote must specify approval or disapproval and return it to the Secretary within the time specified unless the Board of Directors approves otherwise. The Directors’ vote for or against any action by this method shall have the same force and effect as a vote by the Board of Directors at a formal meeting of the Board. The results of any such vote shall be field with the records of the proceedings of the Board of Directors.
ARTICLE IV
Officers
Section I The officers of the Society shall be elected for terms of two years at the annual general membership meeting. They shall be installed and assume the duties of their office at the beginning of the ensuing calendar year. Bryan County must be the principal place of residence for candidates to qualify for the offices of the President, Vice President, Secretary, and Treasurer. Society officers shall be limited to not more than three consecutive terms.
Section II The President shall be the official head of the Society to preside at all meetings of the Board of Directors, and the general membership meetings. The President shall call special meetings of the Society with the concurrence of the Board of Directors when deemed necessary. The President shall appoint all committee chairs and act as coordinator of committees, with the exception of the Nominating Committee, and shall perform such other duties as usually pertain to the office. The President shall make an annual report of his/her stewardship at the last quarterly meeting and present copies thereof to the Secretary-Treasurer.
Section III The Vice President shall assist the President in the performance of his/her duties and shall preside at meetings of the Society or the Board of Directors should the President be unable to attend. In such instances the president is no longer able or willing to perform his/her duties, the Vice President may, with the approval of the Board of Directors, fill the vacancy until the next general election.
Section IV The Secretary shall have the following specific duties, but not limited to:
Keep and record the proceedings of each meeting of the Society and the Board of Directors
Send out notices of the meetings
Conduct the correspondence of the Society
Maintain a roster of the membership
Acquaint committee appointees of the selections and duties
Sign all membership cards
Call meetings of the Board of Directors or general membership in the absence of the President or Vice President
Section V The Treasurer, who should be bonded, shall have the following specific duties, but not limited to:
Be responsible for funds and see that they are safely deposited in some local bank or banks
Promptly pay all approved bills and accounts against the Society
Sign all check disbursing monies of the Society
With the assistance of a Finance Committee, recommend a budget proposal for the upcoming year and periodically review its status.
Present financial reports during the meetings of the Board of Directors and at general membership meetings.
Section VI In the event of a vacancy in the office of the Vice President, Secretary, and/or Treasurer, the Nominating Committee should recommend for approval and appointment by the Board of Directors, a member of the society in good standing to serve the remainder of the unexpired term.
ARTICLE V
Board of Directors
Section I The Board of Directors shall consist of the immediate past President, the President, the Vice President, the Secretary, and the Treasurer of the Society, plus at least five but not more than nine voting members of the Society to be elected as Directors for staggered terms of three years. Directors may serve for three consecutive 3-year terms. Directors who have thus served for nine years must take a one-year break before being considered for reelection to the board.
Section II The Board of Directors shall have authority to act for the Society during the period between meetings in regard to matters not requiring a majority vote.
Section II A majority of the Board of Directors shall constitute a quorum.
Section III The Directors shall meet at least once monthly at such date, time, and place or medium as they may determine. The place of such meetings may be in Richmond Hill, Georgia, where Directors may attend in-person or by phone or video conference, or the meeting may be held virtually and accessible to all Directors by phone or video conference. A majority vote of the Officers and Directors may suspend a monthly Directors meeting if necessary. Any Director having three consecutive absences from scheduled board meetings may be removed from office via a written notice signed by a majority of the remaining board members and mailed 1st class to the last known address on file.
Section IV In the event of a vacancy in one of the Board of Director positions, the Nominating Committee should recommend for approval and appointment by the Board, a member of the Society in good standing to serve the remainder of the unexpired term.
ARTICLE VI
Standing Committees
Section I The President may determine the number of persons to constitute any committee except those whose composition is otherwise provided for in these by-laws.
Section II The Nominating Committee chairperson shall be appointed by the Board of Directors during the first board meeting of the year. The chairperson in turn shall select three additional committee members who are representative of the Society’s membership. The committee shall make nominations for officers and board members for the ensuing year at the annual meeting of the Society, provided however, that no report or action of the Nominating Committee shall prevent nominations for the floor. They shall fill vacancies as they occur in accordance with Article IV/Section VI and Article V/Section V.
Section III The Auditing Committee, together with the Secretary and Treasurer, shall submit a financial report to be presented at the annual meeting. At the discretion of the Board, a Certified Public Accountant may audit the books and records of the Society at the end of the terms of each of the officers herein designated.
Section IV The Program Committee shall be responsible for arranging suitable programs and refreshments for general membership meetings and for acting as greeters at those meetings.
Section V The Communications Committee will be responsible for working in cooperation with other committees to place Public Service Announcements in local media, for developing and distributing the newsletters and annual Yearbook, and for membership drives. Their primary task will be to encourage and facilitate member involvement and awareness.
Section VI The Museum Committee will develop and maintain guidelines for the overall operation of the museum. They will collect, catalog, clean, repair, and store historic artifacts and memorabilia, arrange for museum exhibits, train and supervise docents, and upkeep the museum quarters.
Section VII The Ways and Means Committee will be responsible for planning, supervising and implementing all fundraising activities. Chairmen of each fundraising project shall be a member of this committee. All fundraising activities must have prior approval of the Board of Directors.
ARTICLE VII
Order of Business
The order of business of each meeting of the Society shall be fixed at the beginning of the meeting, but shall, as applicable, include the following: a) Approval of the Minutes, b) Approval of the Financial Report, c) Reports of Board of Directors, Officers and/or Committees, d) Unfinished Business, e) New Business, f) Communications, g) Election and Installation of Officers, h) Closing.
ARTICLE VIII
Rules and Procedures
Section I Rules of procedure at the meetings of the Society shall be according to Robert’s Rules of Order Revised when not inconsistent with the Constitution and By-laws of the Society.
Section II The President shall appoint an impartial parliamentarian as needed to interpret and enforce Robert’s Rules.
ARTICLE IX
Effective Date
These by-laws shall become effective immediately upon approval by a majority vote of the voting members of the Society present at the meeting at which it is presented.
ARTICLE X
Amendments
As part of its statutory duties and those delegated to it by the Society, the Board of Directors may propose changes to these by-laws. The Board of Directors will review and assess at least annually the adequacy of the constitution and the by-laws. The Governance Committee will submit proposed revisions to the Board of Directors for its approval. These by-laws may be amended by a majority of the voting members of the Board of Directors at any meeting, provided that the proposed amendments shall have been presented to the Board at least fifteen days prior to the meeting at which such amendments will be presented.
Constitution of the Richmond Hill Historical Society
Preamble
The Richmond Hill Historical Society shall serve the community by providing a museum and maintaining displays of artifacts and memorabilia of historical eras in Bryan County; provide information about the early development of Bryan County, and the heritage of Richmond Hill and Bryan County; and encourage the preservation of historic artifacts, architecture, and sites.
ARTICLE I
Name and Authority of Governing Body
The name of this non-profit corporation shall be the Richmond Hill Historical Society. The Officers and Board of Directors are empowered to act on behalf of the Society between meetings with the limits prescribed by the constitution and its by-laws and in accordance with this constitution and its by-laws.
ARTICLE II
Objectives
The Richmond Hill Historical Society shall work toward preserving the History of this area; to continue to Research the history of this area; to Educate residents, students, and visitors about the history of this area; and to promote Public Awareness of the history of the area and this Society.
ARTICLE III
Fiscal Year
The fiscal year of the Society shall begin on January 1st and close on December 31st.
ARTICLE IV
Membership
The members of the Society shall be classed as ANNUAL (Individual, Senior, Student, Family, and Associate) and LIFETIME (Individual and Family).
ARTICLE V
Eligibility for Membership
Any person, partnership, firm, association, club, or corporation interested in the development and preservation of the history of Richmond Hill and Bryan County is eligible for membership in the Society.
Dues
Dues shall be paid on an annual basis according to the date the contribution is received.
ARTICLE VI
Eligibility for Voting
All members of the Society shall have voice, but only those who have paid current annual or lifetime membership dues, as prescribed in these by-laws, shall be authorized to vote, hold office, or chair a committee. Those members in arrears shall be placed on an inactive status. Those persons may reapply for membership as provided in the by-laws.
Charter Members
All organizers of this Society at the organizational meeting of April 11, 1987, shall be considered charter members. These members shall be voting members only if dues have been paid as prescribed in Article VI of the by-laws.
ARTICLE VII
Officers
The Officers of the Society shall consist of a President, Vice-President, Secretary, and Treasurer. If it is necessary, the offices of Secretary and Treasurer may be combined and filled by one person.
ARTICLE VIII
Board of Directors
The Society shall have a Board of Directors as prescribed in the by-laws.
ARTICLE IX
Committees
The President shall, with the approval of the Board of Directors, appoint such committees as may be needed.
ARTICLE X
Effective Date
This Constitution and subsequent revisions shall become effective immediately upon the approval by a majority of the Board of Directors present at the meeting at which it is presented.
ARTICLE XI
Quorum
In order to constitute a quorum of the Society, two(2) elected Officers, two(2) members of the Board of Directors, and at least three other voting members must be present at any meeting of the Society at which a vote is required. Motions are carried by a majority vote.
ARTICLE XII
Dissolution
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of Bryan County. (Revised January 29, 2015)
By-Laws of the Richmond Hill Historical Society
ARTICLE I
Section I Individual members shall be those members of the Society who have paid annual dues for the year for Membership as prescribed in these by-laws.
Section II Senior members shall be those members of the Society aged 60 or older who have paid annual dues for the year for Membership as prescribed in these by-laws.
Section III Student members shall be limited to students regularly attending accredited high schools and colleges. There will be no fee for student members.
Section IV Family members shall be those members of the Society who have paid annual dues for the year for Family Membership as prescribed in these by-laws.
Section V Associate members shall be those members of the Society who have paid annual dues for the year for Associate Membership as prescribed in these by-laws.
Section VI Lifetime members shall be those members of the Society who have paid the prescribed dues to the Society for Lifetime Membership as prescribed in these by-laws.
Section VII The Membership of those members required to pay Annual dues shall expire 364 days following the date of contribution.
Section VIII The Board of Directors shall be authorized to limit the number of Lifetime Memberships that the Society shall accept.
Section IX An Associate Membership shall allow members of a partnership, firm association, club or corporation to participate in the affairs of the Society, except as otherwise provided in these by-laws
Section X All members of the Society shall have voice, but only paid members, as prescribed in these by-laws, shall be authorized to vote, hold office, or chair a committee. Those members in arrears shall be placed on an inactive status for a period of one year, after which they will be dropped from the membership roll. Those persons may reapply for membership as provided in the constitution.
ARTICLE II
Annual Dues and Vote
MEMBERSHIP LEVEL
MEMBERSHIP DUES
NUMBER OF VOTES
Individual
$30.00
One (1)
Family
$75.00
Two (2)
Senior Individual (60+)
$30.00
One (1)
Senior Family
$50.00
Two (2)
Friend of the Museum
$50.00
One (1)
Silver
$100.00
One (1)
Gold
$250.00
One (1)
Platinum
$500.00
One (1)
Ford Founder’s Society (Lifetime Membership)
$1,000.00
One (1)
Corporate (Associate)
$300.00
One (1)
Model T Corporate Membership
$500
One (1)
ARTICLE III
Meetings
The Board of Directors shall meet at least once monthly. The Board of Directors shall hold meetings at such times as it shall determine. Meetings shall be held in the Richmond Hill History Museum unless otherwise determined by the Officers of the Society.
The Society shall hold an annual general membership meeting at a date and time of its choosing. This meeting will be for the purpose of electing officers, reviewing the President’s annual report, and conducting other official business presented to the membership by the Board.
Action by Ballot without a Meeting
When requested by the Officers, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a majority of the Board of Directors votes to approve the action by responding affirmatively to a written or electronic ballot. The ballot shall set forth the proposed action(s) and a reasonable time within which to return the ballot. Each Director who wishes to vote must specify approval or disapproval and return it to the Secretary within the time specified unless the Board of Directors approves otherwise. The Directors’ vote for or against any action by this method shall have the same force and effect as a vote by the Board of Directors at a formal meeting of the Board. The results of any such vote shall be field with the records of the proceedings of the Board of Directors.
ARTICLE IV
Officers
Section I The officers of the Society shall be elected for terms of two years at the annual general membership meeting. They shall be installed and assume the duties of their office at the beginning of the ensuing calendar year. Bryan County must be the principal place of residence for candidates to qualify for the offices of the President, Vice President, Secretary, and Treasurer. Society officers shall be limited to not more than three consecutive terms.
Section II The President shall be the official head of the Society to preside at all meetings of the Board of Directors, and the general membership meetings. The President shall call special meetings of the Society with the concurrence of the Board of Directors when deemed necessary. The President shall appoint all committee chairs and act as coordinator of committees, with the exception of the Nominating Committee, and shall perform such other duties as usually pertain to the office. The President shall make an annual report of his/her stewardship at the last quarterly meeting and present copies thereof to the Secretary-Treasurer.
Section III The Vice President shall assist the President in the performance of his/her duties and shall preside at meetings of the Society or the Board of Directors should the President be unable to attend. In such instances the president is no longer able or willing to perform his/her duties, the Vice President may, with the approval of the Board of Directors, fill the vacancy until the next general election.
Section IV The Secretary shall have the following specific duties, but not limited to:
Keep and record the proceedings of each meeting of the Society and the Board of Directors
Send out notices of the meetings
Conduct the correspondence of the Society
Maintain a roster of the membership
Acquaint committee appointees of the selections and duties
Sign all membership cards
Call meetings of the Board of Directors or general membership in the absence of the President or Vice President
Section V The Treasurer, who should be bonded, shall have the following specific duties, but not limited to:
Be responsible for funds and see that they are safely deposited in some local bank or banks
Promptly pay all approved bills and accounts against the Society
Sign all check disbursing monies of the Society
With the assistance of a Finance Committee, recommend a budget proposal for the upcoming year and periodically review its status.
Present financial reports during the meetings of the Board of Directors and at general membership meetings.
Section VI In the event of a vacancy in the office of the Vice President, Secretary, and/or Treasurer, the Nominating Committee should recommend for approval and appointment by the Board of Directors, a member of the society in good standing to serve the remainder of the unexpired term.
ARTICLE V
Board of Directors
Section I The Board of Directors shall consist of the immediate past President, the President, the Vice President, the Secretary, and the Treasurer of the Society, plus at least five but not more than nine voting members of the Society to be elected as Directors for staggered terms of three years. Directors may serve for three consecutive 3-year terms. Directors who have thus served for nine years must take a one-year break before being considered for reelection to the board.
Section II The Board of Directors shall have authority to act for the Society during the period between meetings in regard to matters not requiring a majority vote.
Section II A majority of the Board of Directors shall constitute a quorum.
Section III The Directors shall meet at least once monthly at such date, time, and place or medium as they may determine. The place of such meetings may be in Richmond Hill, Georgia, where Directors may attend in-person or by phone or video conference, or the meeting may be held virtually and accessible to all Directors by phone or video conference. A majority vote of the Officers and Directors may suspend a monthly Directors meeting if necessary. Any Director having three consecutive absences from scheduled board meetings may be removed from office via a written notice signed by a majority of the remaining board members and mailed 1st class to the last known address on file.
Section IV In the event of a vacancy in one of the Board of Director positions, the Nominating Committee should recommend for approval and appointment by the Board, a member of the Society in good standing to serve the remainder of the unexpired term.
ARTICLE VI
Standing Committees
Section I The President may determine the number of persons to constitute any committee except those whose composition is otherwise provided for in these by-laws.
Section II The Nominating Committee chairperson shall be appointed by the Board of Directors during the first board meeting of the year. The chairperson in turn shall select three additional committee members who are representative of the Society’s membership. The committee shall make nominations for officers and board members for the ensuing year at the annual meeting of the Society, provided however, that no report or action of the Nominating Committee shall prevent nominations for the floor. They shall fill vacancies as they occur in accordance with Article IV/Section VI and Article V/Section V.
Section III The Auditing Committee, together with the Secretary and Treasurer, shall submit a financial report to be presented at the annual meeting. At the discretion of the Board, a Certified Public Accountant may audit the books and records of the Society at the end of the terms of each of the officers herein designated.
Section IV The Program Committee shall be responsible for arranging suitable programs and refreshments for general membership meetings and for acting as greeters at those meetings.
Section V The Communications Committee will be responsible for working in cooperation with other committees to place Public Service Announcements in local media, for developing and distributing the newsletters and annual Yearbook, and for membership drives. Their primary task will be to encourage and facilitate member involvement and awareness.
Section VI The Museum Committee will develop and maintain guidelines for the overall operation of the museum. They will collect, catalog, clean, repair, and store historic artifacts and memorabilia, arrange for museum exhibits, train and supervise docents, and upkeep the museum quarters.
Section VII The Ways and Means Committee will be responsible for planning, supervising and implementing all fundraising activities. Chairmen of each fundraising project shall be a member of this committee. All fundraising activities must have prior approval of the Board of Directors.
ARTICLE VII
Order of Business
The order of business of each meeting of the Society shall be fixed at the beginning of the meeting, but shall, as applicable, include the following: a) Approval of the Minutes, b) Approval of the Financial Report, c) Reports of Board of Directors, Officers and/or Committees, d) Unfinished Business, e) New Business, f) Communications, g) Election and Installation of Officers, h) Closing.
ARTICLE VIII
Rules and Procedures
Section I Rules of procedure at the meetings of the Society shall be according to Robert’s Rules of Order Revised when not inconsistent with the Constitution and By-laws of the Society.
Section II The President shall appoint an impartial parliamentarian as needed to interpret and enforce Robert’s Rules.
ARTICLE IX
Effective Date
These by-laws shall become effective immediately upon approval by a majority vote of the voting members of the Society present at the meeting at which it is presented.
ARTICLE X
Amendments
As part of its statutory duties and those delegated to it by the Society, the Board of Directors may propose changes to these by-laws. The Board of Directors will review and assess at least annually the adequacy of the constitution and the by-laws. The Governance Committee will submit proposed revisions to the Board of Directors for its approval. These by-laws may be amended by a majority of the voting members of the Board of Directors at any meeting, provided that the proposed amendments shall have been presented to the Board at least fifteen days prior to the meeting at which such amendments will be presented.