About the Council
Valley Tourism Council, Incorporated -
Revision to the April 17, 1995, bylaws
approved on February 21, 2014.
Article 1: Name
1.1 Name. The name of this
organization will be “Blackstone Valley Tourism Council,
Inc.” (hereafter the Council).
1.2 IRS Purpose. The Council is
organized exclusively for one or more of the purposes
specified in Section 501(c)(3) of the Internal Revenue Code,
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
1.3 Specific Objectives and Purposes.
The purpose of the Council is to develop and promote
responsible and sustainable tourism in the Blackstone
The communities represented by the Council include the City
of Pawtucket, City of Central Falls, City of Woonsocket, the
Towns of Cumberland, North Smithfield, Smithfield,
Burrillville, Glocester and Lincoln, Rhode Island, or as
otherwise designated by RI statute or the board.
The principal office of the Council will
be in the Blackstone River Valley in Rhode Island. The
Council may also have other such offices as the board may
designate from time-to-time.
The Council has no members. All power
over the property, affairs and business of the Council is
held by the board of directors (hereafter “board”) pursuant
to the provisions of Article 1 of these bylaws.
Board of Directors.
4.1 General Powers. The board has
and may exercise all of the powers of the corporation
subject to the laws of the State of Rhode Island and any
limitations in the Articles of Incorporation or these
4.2. Number. The board will
consist of at least five (5) members and no more than
nineteen (19) members including the officers of the
organization, as set from time to time by board resolution.
4.3 Election. Directors will be
nominated by the governance committee and elected by
majority vote of the board attending the annual meeting or a
special meeting called for this purpose. The RI state
official responsible for tourism may serve as an ex-officio,
non-voting member of the board.
4.4. Term of Office. Directors
will serve an initial term of one year. Directors may be
elected to three additional three year terms. Terms begin
the 1st of the month following the month of election. A
hiatus of at least one year is required before a director
who has served four consecutive terms may be reelected to
the board. Directors in office as of December 31, 2013, upon
recommendation of the governance committee and with board
approval, may be eligible to serve up to three, three year
terms beginning with the 2014 annual meeting.
4.5 Emeritus. The board may, from
time to time, choose to honor a past director or officer by
naming that person an emeritus director by majority vote at
a board meeting. Emeritus directors will be board members
who have served on the board with distinction and
excellence. Emeritus members may serve three (3) year
renewable terms as long as they remain in good stead with
the Council and community, and may end their term at any
An emeritus director will be entitled to
receive all written notices and information which are
provided to the board, to attend all board meetings, to
participate in meetings of the committees in which they
serve, and encouraged to attend all other events. A board
member emeritus will not be subject to any attendance
policy, nor counted in determining if a quorum is present at
a meeting, nor entitled to hold office, nor entitled to a
vote at any board meeting.
4.6. Vacancies. When a director
resigns, is removed or dies, the board may at any time elect
a director to serve the duration of the unfilled term.
Directors appointed by vacancy are exempt from the initial
one year term. Vacancy terms of less than 18 months will be
excluded from the three term limit. Vacancy appointments are
effective upon election.
4.7. Resignation of Directors.
Any director may resign at any time by giving written notice
to the boar chairperson or secretary. The resignation of any
director will take effect immediately, unless otherwise
specified. The board does not need to accept the resignation
to make it effective.
4.8. Removal of Directors.
Subject to the provisions of these bylaws, any director may
be removed, either with or without cause, at any time, by
majority vote of the directors then in office, at any
regular meeting or special meeting. Absence of a member at
three consecutive board meetings without notice may be
considered by the board to be a resignation of that member.
Notice of such action must be given in the notice of the
Meetings of the Board of Directors.
5.1. Place and Time of Meetings.
Regular and special meetings of the board will be held at
any reasonable and suitable place or time.
5.2. Regular Meetings. There will
be at least four regular meetings a year, one of which will
be the Annual Meeting held in September or on another date
designated by the board.
5.3. Special Meetings. Special
meetings may be called at any time by the board chairperson,
the secretary or upon written request of one-third of the
directors in office.
5.4 Notice of Meetings. Notice of
the date, time and place of regular or special meetings of
the board will be given by mail, orally, electronically,
through the internet or other means employed by directors.
Notice will be deemed given when made. Notice must be given
at least five (5) days prior to the date of a regular
meeting and no less than two (2) days prior to the date for
a special meeting. In the case of any emergency, any shorter
notice which is reasonable in the circumstances will be
given. Notice of regular meetings will be deemed given upon
distribution of an annual calendar of meetings. The purpose
of special meetings must be stated in the notice of meeting.
The purpose of regular meetings need not be stated in the
notice except when otherwise indicated in these bylaws. Any
director may make written waiver of notice to the Secretary
before, at, or after a meeting. The waiver will be entered
in the record of the meeting. Appearance at a meeting is
deemed a waiver unless the director attends for the express
purpose of objecting because the meeting was not lawfully
called or convened.
5.5. Quorum. One-third of the
entire directors in office will constitute a quorum for the
transaction of business. Any one or more directors may
participate in a meeting of the board or any committee by
means of a telephone or other electronic communications
device, provided that all persons participating in the
meeting can hear each other at the same time. A director
participating by such an electronic communications device
will be counted for quorum. No business shall be considered
by the board or action taken at any meeting at which the
required quorum is not present except to adjourn the
5.6. Conduct of Meetings.
Meetings will be governed by rules, policies and procedures
designated from time to time by the board insofar as those
rules are not inconsistent with or in conflict with the
Articles of Incorporation, these bylaws, state or federal
5.7. Manner of acting. At any
meeting where a quorum is present, an affirmative vote of a
majority of the directors present at the meeting will be an
act of the Board of Directors, except as otherwise required
by law, the Articles of Incorporation, or these bylaws. Each
director will have one vote. There is no proxy voting.
Minutes must be kept of the proceedings. Insofar as
permitted by law, any action required or permitted to be
taken at a meeting of the board may be taken without a
meeting upon the unanimous written consent of all the
directors and as filed with the minutes.
6.1. General. The board may from
time to time create committees in addition to those named in
these bylaws for the purpose of advising and assisting the
board, subject to any limitations in the Articles of
Incorporation, the law or these bylaws. No committee will
have the authority of the board to amend or repeal these
bylaws; to elect, appoint or remove any member of any
committee, or any officer or director; to adopt a plan of
merger; to authorize the sale, lease, exchange, or mortgage
of all or substantially all of the property and assets of
the Council; or to authorize the dissolution of the Council.
A majority of all the members of any such committee may
determine its action and fix the time and place of its
meetings, unless otherwise determined by the board. Each
committee will keep regular minutes of its proceedings and
report the same to the board when requested.
6.2. Composition. Committee
members may be directors or other interested individuals.
Each committee will have at least two directors. The chairs
of committees will be appointed by the chairperson in
consultation with the governance committee and with the
input and approval of the board unless otherwise indicated
in these bylaws. After consultation with the committee chair
and the governance committee, the chairperson will appoint
committee members with the approval of the board except as
otherwise indicated in these bylaws. The board has the power
to change the chair or members of any committee, to add
members, to fill vacancies and to discharge any such
committee, with or without cause, at any time.
6.3. Standing Committees. The
following committees will be ongoing:
a) Governance. The governance committee
will assist the board in carrying out policies and processes
for the effective and efficient performance of governance.
The governance committee will also screen and nominate
candidates for membership on the board and for officers and
be consulted on other positions as indicated in these
bylaws. There will be at least three directors on the
governance committee, the members of which will be elected
from time to time by the board.
b) Audit. The audit committee will
select the independent auditor and oversee the completion of
the annual audit, review or compilation. At least one of the
committee members will have financial expertise. The
Treasurer will chair the audit committee.
7.1. Number. Board officers will
include a chairperson, vice chairperson, secretary,
treasurer, and any other officers that the board may
designate from time to time. All officers shall be
directors. No director may hold the position of chairperson
and secretary at the same time. No officer will be entitled
to receive any salary or compensation for fulfillment of
7.2. Election, Qualifications and
Term of Office. Upon nomination by the governance
committee, board officers will be elected by a majority vote
of the directors attending the annual meeting or another
meeting designated for such purpose. All officer terms begin
on the first of the month after the month of election unless
otherwise determined by the board.
All officers, with the exception of the chairperson, will
hold office for two years and until a successor has been
elected, or until resignation, removal or death. The chair
will serve for a three year term. No individual may hold the
same office for more than two (2) consecutive terms.
7.3. Removal. Any officer may be
removed either with or without cause, at any time, by the
majority of the directors then in office at any regular or
special meeting held and noticed for this purpose.
7.4. Resignation. Any officer may
resign at any time by giving written notice to the
chairperson or to the secretary. Any such resignation will
take effect at the date of receipt of such notice or at any
later time so agreed by the board. The acceptance of such
resignation will not be necessary to make it effective.
7.5. Officer Vacancy. The board
may elect a director at a regularly scheduled or special
meeting to fill the duration of any vacant officer term. The
term is effective upon election unless otherwise designated.
7.6. General Powers. Each officer
will have the duties and powers as are commonly incident to
the office, unless otherwise indicated in these bylaws, and
such other duties and powers as the Board of Directors may
from time to time designate by resolution.
a) Chairperson. The Chairperson
ensures the integrity and fulfillment of the board’s
processes. The Chairperson will preside over board meetings,
using the commonly accepted power of that presiding, or
delegate this presiding role to the Vice Chair or another
b) Vice Chairperson. The Vice
Chairperson will perform the duties of the Chairperson in
the event that the Chairperson is unavailable or unable to
fulfill those duties.
c) Secretary. The Secretary will
record or cause to be recorded all the proceedings of the
meetings of the Board of Directors, will see that all
notices are duly given in accordance with the provisions of
these bylaws and as required by law and will ensure that the
records are maintained and available as required by law.
d) Treasurer. The Treasurer will
be responsible for those financial affairs, record keeping
and reporting as directed and authorized by the board. The
Treasurer will chair the Audit Committee.
Chief Executive Officer
The board may employ and appoint a Chief
Executive Officer (CEO), subject to the direction of the
board. The CEO will have general charge and management of
the affairs of the Council as determined by the board,
including the selection and employment of its staff. The CEO
is an ex-officio member of all committees, unless otherwise
determined by the board. The board will annually appoint a
committee of directors to establish the compensation and
conduct the performance review of the CEO.
9.1. The Council shall defend, indemnify
and hold harmless any person who was or is a party or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding either civil, criminal,
administrative or investigative by reason of the fact that
he/she is or was director, officer, committee member, or
employee of the Council, against expenses (including
attorneys’ fees), judgments, fines, excise taxes and amounts
paid in settlement actually and reasonably incurred by
him/her in connection with such action, suit or proceeding
to the extent that such person is not insured or otherwise
indemnified, the power to so indemnify has not been limited
or prohibited by statute, and such person acted in good
faith and in a manner he/she reasonably believed to be in,
or not opposed to, the best interests of the council, and
with respect to any criminal action of proceeding had no
reasonable cause to believe his/her conduct was unlawful.
For this purpose the Council may, and on request of such
person shall be required to, determine in each case whether
the foregoing standards have been met, or such determination
shall be made by independent legal counsel if the Council so
directs or if the Council is not empowered by statute to
make such determination.
9.2. The foregoing indemnification shall
not be deemed exclusive of any other right to which one
indemnified may be entitled, both as to action in his/her
official capacity while holding such office, and shall inure
to the benefit of the heirs, executors and administrators of
any such person.
9.3. The Council shall have the power to
purchase and maintain, at the Council’s expense, such
insurance as may be reasonable and prudent on behalf of the
Council and other to the extent that power to do so has not
been limited by statute, and give other indemnification to
the extent not prohibited by law.
Conflict of Interest
In the event any director or committee
member has a conflict of interest that might limit such
director or committee members fair and impartial
participation in Board or committee deliberations or
decisions, such director must immediately inform the Board
or committee as to the circumstances of such conflict. If
those circumstances require the nonparticipation of the
affected director, the Board or committee may nonetheless
request from the director any appropriate non-confidential
information which might inform its decisions. "Conflict of
interest," as referred to in these bylaws, will include but
will not be limited to, any transaction by or with the
Council in which a director has a direct or indirect
personal or financial interest, or any transaction in which
a director is unable to exercise impartial judgment or
otherwise act in the best interests of the Council.
No director will cast a vote, nor take
part in the final deliberation in any matter in which he or
she, members of his or her immediate family, or any
organization to which such director has allegiance, has a
personal interest that may be seen as competing with the
interest of the Council. Any director who believes he or she
may have such a conflict of interest will notify the board
or committee prior to deliberation on the matter in
question. The board or committee will make all final
determinations as to whether any director has a conflict of
interest in any matter in accordance with board approved
policies. The minutes of the board or committee meeting will
reflect disclosure of any conflict of interest, board
decision on this matter, and the recusal of the interested
Dissolution and Distribution of Assets
11.1 No private inurement. No
part of the net earnings of the Council will inure to the
benefit of, or be distributable to any trustee, officer or
other private person. Reasonable compensation may be paid to
officers or directors for services rendered outside of the
duties of their offices to further the purposes of the
Council as long as the terms and conditions are fully
disclosed, advantageous and reasonable for the market and
approved by the board in an arms’ length transaction.
Upon the dissolution of the Council
and after the payment or the provision for the payment of
all its liabilities, the board will dispose of all
charitable assets of the Council exclusively for the
purposes identified in Article I or to organizations that
are then qualified as tax-exempt organizations under section
501(c)(3) of the Internal Revenue code. Any assets not so
disposed of will be disposed of in accordance with state law
or by a court of jurisdiction in the county in which the
principal office of the Council is located.
Amendments to the Bylaws
These Bylaws may be amended, repealed,
or altered, in whole or in part, by two-thirds of the
directors then in office at any meeting of the board,
provided that notice of any amendment proposed for
consideration be delivered to each director at least
fourteen (14) days prior to the date of the meeting at which
the amendment will be considered.