Articles of Association I. NAME
The name of this association shall be the "Estate and Business
Planning Council of Worcester County."
II. OBJECTIVES
The objectives of the Council shall be:
1. To provide a forum where life underwriters, trust officers,
attorneys, accountants and other members of the Council can meet to
learn more about estate and business planning and how it affects the
operations of their respective professions.
2. To provide a better understanding of the services which the
Council's professional groups can render to their clients.
3. To promote cooperation among the members of the Council
and to foster a better understanding of the proper relationship which
each profession bears to the other, to their clients and to the general
public.
III. MEMBERSHIP
The membership of this Council shall consist of:
1. Trust officers of trust companies and banks maintaining trust departments.
2. Life underwriters.
3. Attorneys.
4. Accountants.
5. Other professionals who by experience and/or education have
demonstrated an active interest in estate and business planning may
become members by approval of the Membership Committee or the
Executive Committee.
All members must be interested in and actively practicing estate and
business planning or related subjects in Worcester County.
The charter members shall be those adopting and signing these
Articles of Association on or before the fifteenth day of November,
5 1960. Subsequent members of any of the respective professions shall be
elected by a majority vote of the Executive Committee after having been
approved by the Membership Committee or by the Chair of the
Membership Committee.
IV. EXECUTIVE COMMITTEE
All powers necessary for the government of the Council shall be
vested in an Executive Committee composed of the officers and the
immediate past President of the Council, and eight other members
comprised of at least one attorney, one trust officer, one life underwriter,
one accountant, and four other members of the Council.
At the first meeting of the Council, four members of the Executive
Committee shall be elected for a term of one year, and four members for
a term of two years. At the next annual meeting and at all other
meetings for the election of members of the Executive Committee, four
members shall be elected for a term of two years.
V. OFFICERS
The officers of the Council shall consist of a President, a First Vice-
President, a Second Vice-President, a Secretary and a Treasurer. The
First Vice-President shall chair the Program Committee. The Second
Vice-President shall chair the Membership Committee. The officers shall
hold office for one year or until their successors shall be chosen.
VI. QUORUMS
Five of the members of the Executive Committee shall constitute a
quorum for the transaction of business. The Executive Committee shall
have the power to fill, for the unexpired term, any vacancy which may
occur either in their own body or in the officers, by the concurrence of a
majority of the members of the Executive Committee. The members
present at any regularly called meeting of the Council shall constitute a
quorum for the transaction of business.
VII. NOMINATIONS AND ELECTIONS
The President shall, at least 25 days prior to the date of each annual
meeting, appoint one member from each of the four principal
professions as a Nominating Committee to submit a list of nominees for
officers of the Council and for members of the Executive Committee, to
be voted upon at the annual meeting. Such committee shall file the
names of their nominees with the Secretary at least 20 days before the
date of the annual meeting. In addition, any nine members, by notice in
writing filed with the Secretary at least five days before the date of the
meeting, may nominate candidates for officers of the Council and for
members of the Executive Committee. The members shall be entitled to
vote for any candidate named by either one of the above methods at the
annual meeting. The candidate receiving the plurality of votes of the
members shall be declared elected. At the meeting called for the
organization of the Council and the adoption of these Articles, the
Executive Committee and the officers shall be elected by a plurality vote
of the members then present, and shall hold office until their successors
are elected and qualified as hereinbefore provided.
VIII. ANNUAL MEETING
The annual meeting of the Council shall be held between April 1
and May 31 of each year, at such time and place as shall be selected by
the Executive Committee. The Secretary shall mail each member a
notice of the meeting at least 15 days prior to the date thereof, which
notice shall contain the list of nominees for officers of the Council, and
for members of the Executive Committee, which have been filed with the
Secretary by the Nominating Committee pursuant to Article VII.
IX. EXECUTIVE COMMITTEE MEETINGS
Meetings of the Executive Committee may be called by the President
at the President's discretion, or when requested to do so by the members
of the Executive Committee. It shall be the duty of the Executive
Committee to establish rules of procedure and practice for the meetings,
subject to the approval of, or amendment by, the Council.
X. COMMITTEES
The President of the Council or in the President's absence, the First
Vice-President, or, in the absence of both of them, the Second Vice-
President, shall, with the advice and consent of the Executive
Committee, have the power to appoint committees on programs,
membership, and such other committees as may be advisable to further
the interests of the Council and its members; and to delegate to such
committees such power and authority as the Executive Committee shall
deem advisable.
XI. MEETINGS
Meetings for the furtherance of the objectives of this association may
be called by the Executive Committee at stated times, or from time to
time in its discretion. The program of such meetings shall be arranged
by the Executive Committee and the Program Committee. Any member
may, in writing addressed to the Secretary, request the Executive
Committee to introduce for discussion at any meeting except the annual
meeting, any matter in which there may be general interest among the
members of the Council.
XII. DUTIES OF OFFICERS
The President shall preside at all meetings of the Council and the
Executive Committee, and shall perform the duties herein set forth.
The First Vice-President shall perform the duties of the President in
the absence of the President.
The Second Vice-President shall perform the duties of the President
in the absence of the President and the First Vice-President.
The Treasurer shall have custody of all funds and property of the
Council. The Treasurer shall deposit all funds of the Council in the
name of the Council in a bank or trust company doing business in
Worcester County. All withdrawals of such funds shall be on checks or
orders signed by the Treasurer or President. The Treasurer shall prepare
and submit a statement of the financial condition of the Council at the
annual meeting and at such times and in such manner as the Executive
Committee may require.
The Secretary shall keep a record of proceedings of all meetings of
the Council and the Executive Committee, and shall be responsible for
the mailing of notices of meetings and other communications to
members.
XIII. EXPENSES AND DUES
The expenses of the Council shall be provided for by annual dues
and an initiation fee to be set each year by the Executive Committee.
Dues for each member are payable in advance, on or before September
15th in each year, plus an initiation fee which is payable once upon
joining the Council.
XIV. ADVERTISEMENT
No member of this association shall use any notice of membership
herein in any form of advertisement or solicitation of business.
XV. AMENDMENTS
These Articles of Association may be amended at any annual or
special meeting of the Council by a vote of two-thirds of the members
present; provided that notice setting forth the proposed amendment shall
have been mailed to all members at least five days prior to the date of
such meeting, and provided further, that the Executive Committee shall
have theretofore approved such amendment in writing.
XVI. DISSOLUTION
Upon the liquidation or dissolution of the Council, after the payment
of all the liabilities of the Council, or due provision therefore, all assets of
the Council shall be disposed of to the Greater Worcester Community
Foundation, Inc., if it is then exempt from taxation under the provisions
of Section 501(c) (3) of the Internal Revenue Code, and, if not, to one or
more organizations exempt from taxation under the provisions of
Section 501(c) (3) of the Internal Revenue Code as the Executive
Committee shall select.
HISTORICAL NOTE
The idea of an organization of Worcester County professional men and
women interested in promoting a better understanding in estate and
business planning was conceived when a representative group of thirteen
accountants, attorneys, life underwriters and trust officers was first
assembled by the late George F. Shannon, CPA, on May 15, 1960. The first meeting of the Estate Planning Council of Worcester County, as it was then known, was held on November 15, 1960, at which time the Articles of Association were approved and officers were elected by the more than one hundred accountants, attorneys, life underwriters and trust officers who signed the roll as charter members. |