About the Council
Blackstone
Valley Tourism Council, Incorporated - By Laws
Article 1
1. Name
“The name of this organization shall be the Blackstone
Valley Tourism Council, Inc.”
2. Definition of the Tourism Industry
For the purposes of these by-laws the Tourism Industry
shall refer to that industry which has as its objective the attraction of
visitors into a particular region or destination for the enjoyment of those
visitors of the said region’s history, cultural, recreational, commercial
and natural attractions, with the objective of increasing quality of life
for all concerned.
3. Definition of Representation
The region represented by the Blackstone Valley Tourism
Council shall consist of the City of Pawtucket, City of Central Falls, City
of Woonsocket, the Towns of Cumberland, North Smithfield, Smithfield,
Burrillville, Glocester and Lincoln, Rhode Island and any other Rhode Island
or Massachusetts communities which are deemed to be appropriate to be
represented by either State or Federal Law and the Blackstone Valley Tourism
Council.
4. Objectives
In addition to implementing the goals of the 1992
Blackstone Valley Comprehensive Regional Tourism Plan, and its subsequent
revisions, the Council will implement the objective of which it is formed to
coordinate.
The object for which it is formed is to coordinate
organizations and persons engaged in the tourism industry or related
activities in the Blackstone Valley in the furtherance, by all proper and
legitimate means, the following purposes and objectives:
(1) Encourage the orderly growth and development of tourism
to and within the Northern Rhode Island Tourism District as designated by
law;
(2) Instill a sense of history in the region’s young people
by
(a) encouraging family visits to our historic sites,
and
(b) promoting the preservation and restoration of historic sites, trails,
buildings and districts;
(3) Promote the mental, emotional and physical well-being
of the American people by encouraging outdoor recreational activities within
the region;
(4) Strengthen a sense of common interest among the
residents of northern Rhode Island by encouraging them to learn about each
other’s communities and discover each other’s traditions and ways of life;
(5) Increase national and international awareness of the
region’s cultural contributions by encouraging attendance at orchestral,
operatic, dramatic and other productions by artistic groups performing in
the State;
(6) Cultivate the region’s commercial interest by
encouraging local and county fairs so that visitors may learn about local
products and crafts;
(7) Encourage the talents and strengthen the economic
independence of regional residents by encouraging (a) the preservation of
traditional craft skills; (b) the production of handicrafts and folk art by
private artisans and craftspeople; and (c) the holding of craft
demonstrations;
(8) Provide visitors and residents the best possible
conditions of public sanitation;
(9) Ensure the safety of visitors, the security of their
belongings and the protection of their rights as consumers;
(10) Afford visitors and residents the best possible
conditions of public sanitation;
(11) Provide every visitor with prompt access to judicial
procedures and guarantees necessary to protect his or her rights;
(12) Facilitate tourism to and within the region by
developing an essential infrastructure; encourage municipal officials to
plan for tourist needs and capitalize on local tourism resources;
(13) Instill a better understanding among the region’s
residents and civil servants of the importance of tourism to the region’s
economy, research and data base; foster a spirit of hospitality and
friendliness toward visitors;
(14) Promote tourism in a manner to foster visitor
understanding and respect for the religious beliefs, customs, and ethnic
traditions of the region:
(15) Monitor tourist impact on the basic human rights of
residents and ensure equal access by visitors’ and residents to public
recreational resources:
(16) Ensure the protection of wildlife and natural
resources and the preservation of geological, archaeological and cultural
treasures in tourist areas:
(17) Encourage, assist, and coordinate, where possible, the
tourism activities of local and area promotional organizations:
(18) Ensure that the tourism interest of northern Rhode
Island is fully considered by State agencies and the Legislature in their
deliberations, and harmonize, to the maximum extent possible, all State
activities in support of tourism with the needs of the general public, the
political subdivisions of the state, and the tourism industry:
(19) To implement the Blackstone Valley Tourism Council’s
Comprehensive Regional Tourism Plan
(20) and the doing of any and all legal acts:
(21) Notwithstanding the foregoing specific purposes, the
Corporation shall be a non-business Corporation under Chapter 6 of Title VII
of the General Laws of Rhode Island, 1969 Reenactment as amended.
(a) The purposes for which the Corporation is to be formed
are exclusively to receive and administer funds for scientific, educational,
and charitable purposes within the meaning of Section 501 C (3) of the
Internal Revenue Code of 1954 and to that end to take and hold by bequest,
devise, gift, grant, purchase, lease or otherwise any property, real,
personal, tangible or intangible, or any undivided interest therein, with
limitation as to amount or value as provided by the law of the State of
Rhode Island to sell, convey, or otherwise dispose of any such property and
to invest, reinvest, or deal with the principal or the income thereof in
such manner as, in the judgment of the Directors, will best promote the
purposes of the Corporation without limitation except such limitations, if
any, as may be contained in the instrument under which such property is
received, this Certificate of Incorporation, the Bylaws of the Corporation,
or any laws applicable thereto. To do any other act or thing incidental to
or connected with the foregoing purposes or in advancement thereof, but not
for the pecuniary profit or financial gain of its directors or officers
except as permitted under the Non-Business Corporation Law.
(b) No part of the net earnings of the Corporation shall
inure to the benefit of any member, trustee, officer of the Corporation, or
any private individual (except that reasonable compensation may be paid for
services rendered to or for the Corporation affecting one or more of its
purposes), and no member, trustee, officer of the Corporation, or any
private individual shall be entitled to share in the distribution of any of
the corporate assets on dissolution of the Corporation. No substantial part
of the activities of the Corporation shall be the carrying on of propaganda,
or otherwise attempting, to influence legislation, and the Corporation shall
not participate in or intervene in (including the publication or
distribution of statements) any political campaign on behalf of any
candidate for public office.
(c) The Corporation shall distribute its income for each
taxable year at such time and in such manner as not to become subject to the
tax on undistributed income imposed by Section 4942 of the Internal Revenue
Code of 1954, or corresponding provisions of any subsequent federal tax
laws.
(d) The Corporation shall not engage in any act of
self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of
1954, or corresponding provisions of any subsequent federal tax laws.
(e) The Corporation shall not retain any excess business
holdings as defined in Section 4943 C of the Internal Revenue Code of 1954,
or corresponding provisions of any subsequent federal tax laws.
(f) The Corporation shall not make any investments in such manner as to
subject it to tax under Section 4944 of the Internal Revenue Code of 1954,
or corresponding provisions of any subsequent federal tax laws.
(g) The Corporation shall not make any taxable expenditures
as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or
corresponding provisions of any subsequent federal tax-laws.
5. The organization shall have a seal which shall be in the
following form:
6. The organization may at its pleasure by a vote of the Board of Directors
change its name.
Article 2
1, The principle office of the Council shall be in the
Blackstone River Valley in Rhode Island.
2. The council may nave other such offices as may from
time-to-time be designated by the Board of Directors.
Article 3
Board of Directors
The business of this organization shall be managed by a
Board of Directors consisting of at least five members no more than 18
members including the four officers of the organization. At least
three-quarters of the directors elected shall be a resident of the State of
Rhode Island and a citizen of the United States.
The directors to be chosen for the ensuing year shall be
chosen at the annual meeting of this organization in the same manner and
style as the officers of this organization and they shall serve for a term
of three (3) years.
The Board of Directors shall have the control and
management of the affairs and business of this organization. Such Board of
Directors shall only act in the name of the organization when it shall be
regularly convened by its chairman after due notice to all the directors of
such meeting.
One third of the Board shall be elected each year. The
existing Board shall determine which current members will serve a one-year,
two year and three-year term.
Each director shall have one vote and shall not be done by
proxy.
The Board of Directors may make such rules and regulations
covering its meetings as it may in its discretion determine necessary.
Vacancies in the said Board of Directors shall be filled by
a vote of the majority of the remaining members of the Board of Directors
for the balance of the year.
The Chairperson of the organization shall be elected by the
Board of Directors.
Article 4
Officers
1. The officers of the organization shall be as
follows:
Chairperson
Vice Chairperson
Secretary
Treasurer
2. The Chair shall preside at all meetings of the
Board.
He or she shall present at each annual meeting of the
organization an annual report of the work of the organization.
He or she shall appoint all committees, temporary or
permanent.
He or she shall see all books, reports and certificates as
required by law are properly kept or filed.
3. The Vice Chairperson shall in the event of the
absence or inability of the Chairperson to exercise his or her office become
acting chairperson of the organization with all the rights, privileges and
powers-as if he or she had been the duly elected President.
4. The Secretary shall keep the minutes and records
of the organization in appropriate books.
It shall be his or her duty to file any certificate
required by any statute, federal or state.
He or she shall give and serve all notices to members of
this organization.
He or she shall be the official custodian of the records
and seal of this organization.
He or she shall present to the membership at any meetings
any communication addressed to him or her as Secretary of the organization.
He or she shall attend to all correspondence of the
organization and shall exercise all duties incident to the office of
Secretary.
5. The Treasurer shall have the care and custody of
all monies belonging to the organization and shall be solely responsible for
such monies or securities of the organization. He or she shall render at
stated periods as the Board of Directors shall determine a written account
of the finances of the organization and such report shall be physically
affixed to the minutes of the Board of Directors of such meeting. He or she
shall exercise all duties incident to the office of Treasurer.
6. No officer shall for reason of his or her office be
entitled to receive any salary or compensation, but nothing herein shall be
construed to prevent an officer or director for receiving any compensation
from the organization for duties other than as a director or officer.
7. Each elective officer shall be elected in October and
take office immediately. He or she shall serve for term of three years/or
until his or her successor is elected and qualified.
Article 5
1. President - CEO
The administration and management of the Council shall be
by a salaried executive, employed or appointed by and directly responsible
to the Board of Directors. This person shall have the title of President and
Chief Executive Officer. He or she may employ and may terminate the
employment of members of the staff necessary to carry out the work of the
Council. He or she shall manage and direct all functions of the Council and
perform such other duties as may be specified by the Council. A job
description will be kept on file with the Council.
2) The President and Chief Executive Officer shall prepare a budget to be
reviewed by the Budget Committee of the Council, which will then be
submitted to the full Council for approval.
Article 6
The Board of Directors shall hire and fix compensation of
President and Chief Executive Officer.
The President and Chief Executive Officer shall hire and fix compensation
for any and all employees, which he or she may determine to be necessary in
the conduct of the business of the organization.
Article 7
Committees
1. The Chairman of the Board, subject to the approval of
the Council, shall annually appoint such standing, special, or
sub-committees as may be required by the Bylaws or as he or she finds
necessary.
2. Committees shall be but not limited to:
Nominating
Bylaws
Finance
Advertising
Membership
Planning
Project Review
3. Nominating Committee responsibility: During the
month of April in each year (or at least 60 (sixty) days before the annual
meeting), the Council shall appoint a Nominating Committee of 3 (three)
persons to nominate candidates for the officers of the Council. This
committee shall notify the Secretary, in writing, at least 30 (thirty) days
before the date of the annual meeting, of the names of the candidates it
proposes, and the Secretary shall mail a copy thereof to the last recorded
address of each member at least 10 (ten) days before the annual meeting.
4. Independent Nominations: Nominations for officers
may be made, endorsed with the names of not less than 5 (five) members of
the Council, if received by the Secretary at least 10 (ten) days prior to
the annual meeting of the Council for immediate transmittal to the members.
5. Finance Committee Responsibility: The Finance
Committee shall be appointed by the President. The Executive Director will
submit to the Budget Committee a proposed budget to be analyzed and reviewed
by said Committee and will then be presented to the full Council at the
annual meeting for final vote.
Article 8
Dues
1. No dues will be levied at the time of adoption of the
Bylaws.
Article 9
Meetings
1. Annual
There shall be an annual meeting of the Council during the
month of October, unless otherwise ordered by the Board of Directors for the
election of officers of the Council, for receiving the annual reports, and
the transaction of other business. Notice of such meeting, signed by the
Secretary (or other officer designated by the Executive Committee), shall be
mailed to the last recorded address of each member at least 10 (ten) days
before the time appointed for the meeting.
2. Regular
Regular meetings of the Council shall be held. Notice of
time and place shall be mailed to each member at his/her last recorded
address at least 10 (ten) days in advance of each meeting.
3. Special
Special meetings of the council may be called by the
President, or shall be called by the President upon the written request of 5
(five) members of the Council. Notice of any special meeting shall be mailed
to each member at his/her last recorded address at least 5 (five) days in
advance, with a statement of time and place and information as to the
subject or subjects to be considered.
4. Quorum
Six (6) members present at any meeting of the Council shall
constitute a quorum, and, in case there may be less than this number, the
presiding officer may adjourn the meeting from time-to-time until a quorum
is present.
5. Ex-Officio
Ex-Officio - (non voting) shall consist of ex-officio
representing member to the Department of Economic Development, Director’s of
the Council.
6. The order of business at meetings shall be as
follows:
1. Call to order
2. Reading of minutes of previous meetinq
3. Communications required
4. Director’s report
5. Reports of officers
6. Reports of committees
(a) Standing
(b) Special
7. Unfinished business
8. New Business
9. Adjournment
7. The order of business may be altered or suspended at any
meeting by a majority vote of the members present. The usual Parliamentary
rules as laid down in “Robert’s Rules of Order” shall govern all
deliberations, when not in conflict with these Bylaws.
Article 10
Advisory Board
1. An Advisory Board to the Blackstone Valley Tourism
Council shall be constituted by members appointed by community governments
represented by the Council and other interested parties. These members may
be public or private sector individuals.
2. A chairperson shall be appointed by the members of this
Advisory Council, and will meet according to the chairperson’s desires.
3. They will serve in an advisory capacity to the Tourism
Council.
4. The President and CEO of the Blackstone Valley Tourism
Council will maintain a liaison relationship with the Advisory Council.
Article 11
Fiscal Year
1. The fiscal year shall commence on the first day of July
and shall end on the 30th day of June.
Article 12
Indemnification
1. the Council shall indemnify 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.
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.
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.
Article 13
Dissolution
1. The Council shall use its funds only to accomplish the
objective and purposes specified in these Bylaws, and no part of said funds
shall inure, or be distributed, to the member of the Council. On dissolution
of the Council, any funds remaining shall be distributed by the Rhode Island
Department of Economic Development, Department of Tourism, according to the
Articles of Incorporation.
Article 14
General provisions
1. The Corporation, its servants, agents, shall at no time
discriminate in its hiring policies, in its admission to membership in the
organization, in its policies concerning admission and/or training or
students at any facility which it may operate, by reason or race, religion,
color, country of origin, and sex.
Article 15
Amendments
1. Upon proposal by the Council, these Bylaws may be
amended, repealed, or altered, in whole or in part, by a majority (or
two-thirds) vote at any meeting of the Board of Directors, provided that a
copy of any amendment proposed for consideration shall be mailed to the last
recorded address of each member at least 30 (thirty) days prior to the date
of the meeting.
The enclosed Blackstone Valley Tourism Council,
Incorporated
Bylaws were approved on April 17, 1995.
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