Article I. Name and Object of the Society

1. The name of this society shall be The Townsend Society of America.

2. The object of the Society shall be to collect and preserve material of genealogical or historical interest relating to John, Henry, and Richard Townsend, seventeenth-century settlers of Long Island, New York, and to their descendants, and to all other early settlers of the United States by the name of Townsend, and their descendants.

Article II. Membership

1. Membership shall be open to all persons interested in the object of the Society, subject to the payment of specified dues.

2. The classes of membership and the dues required by each, shall be determined by the Board of Trustees.

3. Annual dues shall be paid in advance, and members in arrears more than three months after payment is due shall be dropped from membership.

Article III. Officers

1. The officers of the Society shall be the President, First Vice-President, Second Vice-President, Secretary, and Treasurer.

2. The officers shall serve for a term of three years and may be re-elected to additional terms of the same duration.

3. The officers shall be elected by a majority of the members present and voting, or voting by proxy, at a regular meeting of the Society.

4. Officers may be removed prior to the conclusion of their terms by the Board of Trustees, after three consecutive unexcused absences from Board meetings.

5. Whenever an office is vacant for any reason, that office shall be filled in the following manner until the date of the next regular meeting of the Society, at which time the membership shall vote to fill the office for the remainder of the term:

1. The President shall be succeeded by the First Vice-President.

2. The First Vice-President shall be succeeded by the Second Vice-President.

3. The Second Vice-President, Secretary or Treasurer shall be replaced by a member selected by the President, with the consent of the majority of the Board of Trustees of the Society.

6. The duties of the officers shall be as follows:

1. The President shall be the chief officer of the Society, to preside at all meetings of the officers, trustees, or members.

2. The First Vice-President shall perform the duties of the President whenever the latter is unable to perform those duties.

3. The Second Vice-President shall perform the duties of the President whenever both the President and First Vice-President are unable to perform those duties.

4. The Secretary shall maintain a list of the membership and officers and trustees; the records of all meetings; and copies of all official correspondence of the Society.

5. The Treasurer shall keep a record of the funds received by the Society, and of all expenditures by the Society; the status of all bank accounts established in the name of the Society; and the status of membership dues; and shall submit an annual financial report to the membership and any additional reports as requested by the officers or trustees.

Article IV. Board of Trustees

1. The Board of Trustees may consist of up to 13 persons, the five officers and up to eight other trustees elected by a majority of the members present and voting, or voting by proxy, at a regular meeting of the Society. The President shall be the Chairman of the Board of Trustees.  A proxy form shall be provided to any member whose request for such a form is received prior to the date of the meeting.

2. The officers shall serve as trustees for the duration of their terms of office. Each of the other elected trustees shall serve a term of four years, and each may be re-elected to additional terms of the same duration.  The other elected trustees shall be divided into four classes, their term of one class to expire each year.

3. Whenever there is a vacancy among the elected members of the Board, the President shall appoint, subject to the approval of a majority of the remaining trustees, a member to serve until the next regular meeting of the Society, at which time the membership shall elect a trustee to fill the remainder of the vacated term.

Article V. Honorary Officers

1. Past Presidents of the Society shall be called Honorary Presidents.  With the approval of the Board of Trustees, the President may designate a former member of the Board of Trustees as Trustee emeritus.

2. With the approval of the Board of Trustees, the President may designate Honorary Members of the Society.

3. Honorary offices or memberships shall be held for life, and honorary officers and members shall be entitled to all the respect which their titles may indicate. Honorary Presidents and Emeritus Trustees shall be entitled to attend meetings of the Board of Trustees and to participate in those meetings without vote.

The President shall, on his own initiative or at the request of a majority of the officers, trustees, or members, appoint committees of one or more members to assist in the functioning of the Society. All committees shall serve for periods specified in their appointments, or until those appointments are terminated by the President or by a majority of the trustees.

Article VII. Meetings

1. A regular meeting of the Society shall be a meeting open to all dues-paying members, who shall be notified of such meeting at least six weeks prior to its occurrence, and which meeting shall be held at a time and place designated by the Board of Trustees.

2. A regular meeting of the Society shall be held at least once during each calendar year.

3. A quorum of twelve dues-paying members, including three officers, must be present at a regular meeting, or such meeting shall have no authority to hear or transact the business of the Society.

4. Any member entitled to vote at a regular meeting of the Society may so vote by a proxy executed in writing, which shall be mailed to such member at least six weeks prior to the date of the meeting. The proxy shall authorize the person or persons named therein to vote in the name and on behalf of such member, said vote to have the same weight as the vote of a member present at the meeting. The proxy shall be valid only for the meeting specified therein.

5. The Board of Trustees shall meet at least twice in each calendar year, at the request of the President or of a majority of the trustees. All trustees shall be notified of such meetings at least one week in advance of their occurrence, and they shall be held at a time and place convenient to the largest number of trustees. A quorum of four trustees shall be required for such a meeting, or the meeting shall not be held.

6. When the Board of Trustees or the membership are not in meeting, authority for managing the affairs of the Society shall reside in the officers and in the appointed committees.

Article VIII. Rules of Order

1. All meetings of the officers, trustees, committees, and members of the Society shall be governed, except where inconsistent with these bylaws, by the latest edition of Robert's Rules of Order.

2. The President shall appoint an officer or member to serve as parliamentarian, to advise the President as to the application of these bylaws and of the rules of order. The parliamentarian may be appointed for a prescribed term, or for the duration of a meeting, at the discretion of the President.

Article IX. Amendment of the Bylaws