BYLAWS of the Riverview Improvement Association, Warwick, Rhode Island
(ADOPTED DECEMBER 14, 2014)
NAME AND PURPOSE:
Article I:
The Association shall be known as Riverview Improvement Association,
hereinafter designated as the Association.
Article II:
Sec. 1. Purpose: This Association shall be dedicated to charitable activities
and progress designed to promote the social and economic welfare of the residents of the
Riverview neighborhood of Warwick, Rhode Island; which neighborhood is bounded on the
north by Mill Cove and Buckeye Brook, on the south between Van Zandt Avenue and
Longmeadow Avenue in the southeast and between Lyndon Avenue and Longmeadow
Avenue in the southwest, on the east by Narragansett Bay, and on the west by the Gorton
Junior High School Property; and which neighborhood includes the following streets:
Heights Avenue, Webb Avenue, Friendship Avenue, River Vue Avenue, Possner Avenue, Cyr
Street, Bolster Avenue, Wentworth Avenue, Mill Cove Road, Lippitt Avenue, Whipple
Avenue, Cady Avenue, Pender Avenue, Van Zandt Avenue, the portion of Curry Place from
its northern terminus to between Van Zandt Avenue and Longmeadow Avenue, Mayor
Lane, Beatrice Avenue, Beatrice Terrace, Clara Avenue, Bassett Avenue, Hamlin Avenue,
Lyndon Avenue, and the portion of Hope Avenue from its northern terminus to between
Lyndon Avenue and Longmeadow Avenue (the “Riverview Neighborhood”), provided that
membership in this Association shall not be limited to residents of, and the efforts of this
Association may from time to time extend beyond, the specific confines of the Riverview
Neighborhood.
Sec. 2. This Association is authorized to solicit and spend funds, organize and
conduct meetings and events, and take other actions in pursuit of its purpose. The
Association shall be registered to do business as a not-for-profit corporation pursuant to
the provisions of the laws of the State of Rhode Island and Providence Plantations. The
Association shall be incorporated as a not-for-profit corporation pursuant to the provisions
of the laws of the State of Rhode Island and Providence Plantations. The Association is
organized and shall be operated exclusively for charitable and educational purposes as
specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the
corresponding section of any like future federal tax code (the “Code”), whether or not from
time to time qualified as such by the Internal Revenue Service.
In furtherance thereof,
The Association may receive property by gift, devise or bequest, invest or reinvest the same,
and apply the income and principal thereof, as the Board of Directors may from time to
time determine, either directly or through contributions to any charitable organization or
organizations, exclusively for charitable or educational purposes, and engage in any lawful
act or activity for which corporations may be organized under the Rhode Island Nonprofit
Corporation Act.
Sec. 3. The entire income derived by the Association shall be applied or used
exclusively for its charitable purpose. The Association may accept donations, grants, and
in-kind services from private individuals, entities, and organizations, foundations, and
governmental authorities and agencies. The fiscal year of the Association shall commence
on January 1 and terminate on December 31 of the same year.
Sec. 4. Upon dissolution or termination of this Association, the assets then
owned by the Association shall be donated to some worthy organized charity to be selected
by majority vote of the stockholders of the Association at a special meeting called for that
purpose or as otherwise determined by applicable law in the absence of such a meeting or
vote.
STOCK
Article III:
The capital stock of the Association shall consist of Five Hundred (500) shares
of the par value of Ten Dollars ($10.00) per share.
Article IV:
All sales, and, or transfer of both treasury and outstanding stock shall be made
only by the Association with the approval of the Stockholders. No Stockholder shall sell or
transfer his or her stock.
MEMBERSHIP
Article V:
Any person holding one or more shares of Capital Stock shall be a Stockholder of
the Association and shall be entitled to one vote at any meeting of the Association, and shall
without regard, however, to the number of stocks held.
MEETINGS
Article VI:
Sec. 1. All meetings of the Association shall be held in Riverview, Rhode
Island at a designated location.
Sec. 2. Notice of all meetings shall be sent by the Corresponding Secretary by
e-mail to each member of the Association who has provided a valid e-mail address at least
seven (7) days in advance, and, in case of special meetings, such notice shall state the
purpose for which the meeting was called.
Article VII:
There shall be an Annual Meeting of the Association before or during the month
of December of each calendar year, at which time and place the Board of Directors shall
present in writing their report for the year then ending, and the election of the President,
Vice President, and Board of Directors for the ensuring year shall be held. If in any year it is
impracticable to hold the meeting on or before December of that year, the meeting shall be
held as early as practicable in the following year.
Article VIII:
Sec. 1. Special meetings maybe called by the President whenever he or she
shall deem it expedient, and it shall be his or her duty to call such a meeting upon a written
or e-mail request of five (5) Stockholders.
Sec. 2. Five (5) Stockholders shall constitute a quorum of Stockholders and a
quorum of members, it being understood that no vote of the members shall be valid for any
measure unless at least five (5) disinterested Stockholders have cast their votes on such
measure. All decisions of the Stockholders and members shall be made by majority vote of
those present All procedural questions not resolved by formal Articles herein shall be
determined in accordance with “Roberts Rules of Order Revised.”
DIRECTORS AND OFFICERS
Article IX:
Sec. 1. The Officers of the Association shall consist of the President, Vice
President, Secretary, Corresponding Secretary, and Treasurer. The Board of Directors shall
consist of the President, immediate Past President, Vice President, Secretary,
Corresponding Secretary, Treasurer, and three (3} other members. The Secretary and the
Treasurer may be the same person.
Sec. 2. The President, Vice President, and the non-Officer members of the
Board of Directors shall be chosen from the floor at each alternate Annual Meeting of the
Association, by a majority vote of those members present, and, together with the
immediate Past President, shall hold their office for the next two (2) years or until they
resign or others are elected in their stead, provided that in the event the immediate Past
President resigns, he or she shall not be replaced for the remainder of his or her term.
Sec. 3. The Secretary, Corresponding Secretary, and Treasurer shall be
chosen by the Board of Directors at each meeting of the Annual Meeting of the Association
at which the President, Vice President, and the non-Officer members of the Board of
Directors are chosen and immediately following the choosing of the President, Vice
President, and non-Officer members of the Board of Directors, and they shall hold their
offices, subject to the discretion of the Board of Directors, during the next two (2) years or
until they resign or others are elected in their stead.
Sec. 4. The Secretary and Treasurer or their designees shall be present at all
meetings of the Board of Directors. The Secretary of the Association shall act as the
Secretary of the Board of Directors, and the Treasurer is to furnish all requested financial
information to the Board of Directors.
Sec. 5. All vacancies occurring during the year in any of the officers of the
Association, or the Board of Directors, other than the immediate Past President, shall be
filled by appointment by the Board of Directors.
Article X:
Sec. 1. The duties of the President, Vice President, Secretary, Corresponding
Secretary, and Treasurer shall be such as usually pertains to those officers.
Sec. 2. The President shall be a member of all committees of the Association
or the Board of Directors, Ex-officio.
Sec. 3. The Board of Directors shall have the management of the affairs of the
Association and are hereby vested with all the powers which the Association itself
possesses, not incompatible with these By-Laws and the Laws of the State of Rhode Island.
The Board of Directors shall make decisions by majority vote of those present, with a
quorum of five (5) disinterested directors.
Sec. 4. The Board of Directors shall assume complete responsibility of the
Association property and it shall be their duty to engage such personnel as may be required
to perpetuate the property on a business-like basis. Necessary or suggested repairs, or
alterations, for which the Association might be held liable, must be approved by the Board
of Directors. The Board of Directors may in its discretion, but is not required to, also assist
the City of Warwick or others with the repair and maintenance of property not owned by
the Association that is commonly used by residents of the Riverview Neighborhood, and
may engage personnel to assist with such efforts. For the avoidance of doubt, the
Association does not own Lippitt Park or any improvements thereon or appurtenances
thereto, and, while the Association may in its discretion assist the City of Warwick with
respect to maintenance or other issues at Lippitt Park, the Association has no responsibility
or liability in respect thereof.
Article XI:
No substantial part of the activities of the Association shall be the carrying on of
propaganda, or otherwise attempting to influence legislation (except as otherwise provided
by Section 501 (h) of the Code of 1986 and in any corresponding laws of the State of Rhode
Island and Providence Plantations), and the Association shall not participate in, or
intervene in (including the publishing or distribution of statements), any political campaign
on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other
provisions hereof, the Association shall not directly or indirectly carry on any activities
which would prevent it from obtaining exemption from Federal income taxation as a
corporation described in Section 501(c)(3) of the Code, or cause it to lose such exempt
status, or carry on any activity not permitted to be carried on by a corporation exempt from
federal income tax under Section 501 (c) (3) of the Code, contributions to which are
deductible under Section 170(c)(2) of the Code. No part of the net earnings of the
Association shall redound to the benefit of, or be distributable to, any director or officer or
any other private person, except that the Association shall be authorized and empowered
to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes of the Association.
Article XII:
No Director, Chair, Vice-Chair, Officer, Advisor, staff-person or other person or
entity acting on behalf of the Association, or hosting any Association event, shall be held
personally liable to any person or entity for, or shall expose any of his or her property or
assets for the satisfaction of, any claims, damages, costs, or other liabilities or obligations
resulting from any authorized activity conducted on behalf of the Association. While the
Association may, in its discretion, purchase insurance for its activities or those of its
Directors, its Officers, and/or others, the Association shall not be required to do so, and the
purchase or non-purchase of insurance shall have no effect on the exculpation provisions of
this Article XII or any similar provision of applicable law.
AMENDMENTS
Article XIII:
Amendments to these By-Laws shall be made as follows and not otherwise.
Amendments may be proposed in writing at any meeting of the Association, and the same
shall be voted upon at the next meeting, to be held only after at least seven (7) days of
notice thereof, together with the wording of the proposed amendment, shall have been sent
by e-mail by the Corresponding Secretary to each member of the Association of known email
address.
EXPENDITURES AND RESERVE
Article XIV:
Expenditures of $250.00 on any one item or set of related items, or to any
payee or set of related payees, in each case in any calendar year, must be approved by the
Board of Directors. All checks drawn against any Association bank account must be signed
by either the Treasurer or the President, and all withdrawals from any Association bank
account must be made by either the Treasurer or the President
Article XV:
The Association must retain at least $25,000.00 as a reserve against future
expenses, unless the Board of Directors deems it necessary to spend all or a portion of such
reserve for an emergency purpose, in which case such reserve shall be replenished as soon
as practicable.
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