BY-LAWS OF
THE CLAIBORNE COUNTY HISTORICAL & GENEALOGICAL
SOCIETY
(A Tennessee Non-Profit Organization)
Article I - Name, Insignia and Office
Section 1. Name:
The name of the corporation shall be The Claiborne
County Historical and Genealogical Society.
Section 2. Insignia:
A suitable insignia may be designated and proudly
displayed on
stationary and publications of the society.
Section 3. Motto:
Our motto shall be "We are Products of Our Past"
and be in the insignia and elsewhere.
Section 4. Office:
The principal office of The Claiborne County
Historical and Genealogical Society shall be
located at 1734 Main Street, Suite 2, P.O. Box 32,
Tazewell, TN 37879
Section 5. Registered Office and Registered Agent:
The Claiborne County Historical and Genealogical
Society, shall have
and continuously maintain in the state of
Tennessee, a registered
office and a registered agent as required by the
Tennessee Non-Profit
Corporation Act. The registered office of the
society may be, but
need not be, identical with the principal office
of the Society, and
the address of the registered office and identify
of the registered
agent may be changed by the members.
Article II - Purpose
Section 1.
The purpose of The Claiborne County Historical and
Genealogical Society shall be:
a. To foster a collaboration among Claiborne County
residents and historical organizations to preserve
all historic items, including, but not limited to,
artifacts and archive history of public and private
documents, genealogy and cemeteries.
Section 2.
To engage in any and all lawful activities in
furtherance of those
items set forth under section la. Thereof both
directly and through
contributions to any other corporation, endowment,
fund or foundation
whose principle purposes are charitable,
scientific, literary,
educational, artistic, or cultural; provided any
such activity or
contribution shall conform to any applicable
restriction of
limitations set forth in corporation's character
and/or By-Laws which
are imposed on corporations described under 501 (c)
(3) of the
Internal Revenue code of 1954, as amended, and the
Treasury
Regulations promulgated thereunder from time to
time.
Section 3.
To place designated bequest, donations, money from
fund raising,
gifts, membership dues, and grants into a Federal
Deposit Insurance
Corporation (FDIC) account.
Article III - Elective Officers & Membership
Section 1.
The officers of the Claiborne County Historical and Genealogical
Society shall be President, Vice-President, Secretary and Treasurer.
These officers shall constitute the Executive Committee. A Board of
Trustees consisting of no less than five nor more than fifteen persons.
This shall constitute the Recommendation Committee. All the Executive
Committee must be Claiborne County residents.
Section 2.
Membership will be open to all without regard to
race, creed, color,
or notional origin. Voting privileges requires
membership. Membership
dues will be set annually by the members.
Section 3. Notice of Meetings:
Members shall receive at least seven days published notice of the
monthly meeting including date, time and place of meeting.
Section 4. Election and Term Office:
The officers of The Claiborne County Historical and Genealogical
Society shall be elected in May at the regular May meeting. Each
officer shall hold office for one (1) year or until his or her
successor shall have been duly elected and installed. Vacancies
may be filled at any meeting by the members.
Section 5. Qualifications:
Any member of the Society in good standing, his or her dues paid,
shall be eligible to vote.
Section 6. Removal:
Any officer or director elected or appointed by the members may be
removed by the members whenever, in it's judgment, the best interest
of the Society would be served thereby. Such removal shall be by
two/thirds vote of the members present and voting at a meeting
called for such purpose (Example: non-attendance of three (3)
consecutive board meetings will be considered a resignation, and the
Board member will be so notified of the termination of their service).
The officer or director shall have been given thirty (30) days notice
in writing informing the director/officer of the reason(s) and be
given on opportunity to be heard in person, or by counsel and allowed
to call witnesses.
Section 7. President:
The president shall be the principal executive officer of the society
and shall, in general, supervise and control all of the businesses and
affairs of the society and shall preside at all meetings.
The president, in general, shall perform all duties incident to the
office of president and such other duties prescribed by the members
from time to time. Shall be cosigner of all checks with the Treasurer.
Section 8. Vice-President:
In the absence of or in the event of his or her disability or refusal
to act, the vice-president shall perform all the duties of the
president. The vice-president shall perform such duties as from time
to time may be assigned to him by the president or the members.
Section 9. Secretary:
The secretary shall keep the minutes of the meetings of the society
and provide a copy to the president within 14 days after each meeting;
be the custodian of the corporate records; see that all notices are
duly given in accordance with the provisions of these By-Laws or as
required by law; keep a register of the post office address of each
director and members of the society. Be responsible for all
correspondence of the members; and in general, perform all the
duties incident to the office secretary and such other duties as may
from time to time be assigned to him/ her by the president or by
members.
Section 10. Treasurer:
The treasurer shall hove charge and custody of, and be responsible for,
all the funds and securities of the Society; for receiving and giving
receipts for monies due and payable to the society from any source
whatsoever; and for depositing all such monies in the name of The
Claiborne County Historical and Genealogical Society in such banks or
other depositories as shall be selected in accordance with the
provisions of these By-Laws. The president shall be co-signed with
the treasurer of all checks written on the account of The Claiborne
County Historical and Genealogical Society. The treasurer shall in
general perform all duties incident to the office of treasurer and
such other duties as may from time to time be assigned to him/her
by the president or members.
Section 11. Board of Directors:
The Board of Directors shall make up the Nominating Committee.
Election of the Board members shall be at May election meeting.
Founding Directors shall serve for a full term. Thereafter, terms may
be three (3) full years with terms staggered to ensure continuity and
expertise among the Board of Directors. Directors shall serve two (2)
full terms after which they rotate off the Board for at least one (1)
year. The Chairman of the Board shall be elected by the Board of
Directors.
Article IV - Committees
Section 1.
All meetings including committees are to be conducted
according to
Robert's Rules of Order.
A. Nominating Committee:
The nominating committee is responsible for
securing nominations. The
presidents shall serve as on ex-officio member of
this committee.
Nominations can also be mode from the floor by any
members in good
standing.
B. Finance Committee:
The finance committee shall consist of at least
three (3) presently
serving Directors and shall include the Treasurer.
The Finance
Committee shall recommend an auditor and have an
annual audit
prepared. After receiving the report of I such audit, the committee
shall prepare a report for the Executive Committee and the Board of
Directors.
C. Other Committees:
The organization shall have other committees as designated by
resolution of the members. Any such committee shall report to the
members detailing its activities at each meeting.
Article V - Contracts, Checks, Deposits and Funds
Section 1. Contracts:
The Executive Committee may enter into any contract
or execute and
deliver any instrument in the name of and on behalf
of the Society.
Section 2. Checks:
Checks must be signed by two people, the Treasurer
and the President.
If these two officers authorized to sign checks are
related, then
another person on the Executive Committee must be
appointed to sign
checks.
Section 3. Depositories:
The members shall select banks, endowment fund or
other depositories
in which all funds of the corporation, not
otherwise employed, shall,
from time to time, be deposited to the credit of
the Society. Any and
all such banks, endowment fund, or other FDIC
depositories so selected
must be insured against lass of deposits.
Section 4. Gifts:
Any members may accept on behalf of the Society any contribution,
gift, bequest, or devise far the general purpose or far any special
purpose of the Society.
Section 5. Intended Use:
No funds received by grant, loan, bequest, or any other means shall be
diverted from the use to which they may be assigned by the grater,
lender, donor, testator, or testatrix, unless such use in contrary to,
or in conflict with, the purpose of the Society.
Article VI - Books, Records and Minutes
Section 1. Books, Records and Minutes:
The Treasurer shall keep correct and complete books and records,
including membership records and records of account. The Secretary
shall keep the minutes of all minutes of the meetings, such as Board
of Directors and Committees having authority of the members, and shall
keep the registered or principal office a record giving the names and
addresses of the Directors. All books and records of the Society maybe
inspected by the members at any reasonable time by the members.
Article VII - Compensation and Conflict of Interest
Section 1.
Except as may be specifically provided far the Policies and Procedures
in effect, no Director or Office of the Society shall received any
salary, fee, payment, honorarium or other compensation or thing of
value of any kind from the Society or from any other source as a
result of such Director's or Officer's position or affiliation with
the Society.
Section 2.
No Director or Officer of the Society shall (1) engage in any course
of conduct which will result in a conflict of interest or potential
conflict of interest with the Society or (2) take any public office
which will result in a conflict of interest with the Society, without
proper express written approval of the Executive Committee and voted
on by the members.
Section 3.
The Society shall not hold a Director personally liable for any acts
or omissions resulting in losses to the Society while acting in
his/her official capacity, provided, the Director acted in good faith
and without knowledge concerning the matter in question that makes
reliance otherwise unwarranted. A Director shall not divert for
personal gain any interest belonging to the Society unless the
transaction was fair at the time it was entered into and full
disclosure of the corporate opportunity is made to the Board of
Directors, and the Board of Directors or such committee authorized,
approved, or ratified the transaction.
Article VIII - Amendments
Section 1. Amendments to the By-Laws:
Proposed amendments to the By-Laws shall be sent in writing to all
Directors not less than thirty (30) days prior to the meeting at
which such amendments are to be considered. Then (30) days prior to
the meeting at which such amendments are to be considered. Then (30)
days written public notice of the meeting to alter, amend, or repea
l the By-Laws. These By-Laws may be altered, amended or repealed and
new By-Laws may be adopted by a (2/3) majority vote of the general
membership present at any meeting, after due notice has been given.
Article IX - Dissolution
Section 1.
Corporate Dissolution: In the event the members
have approved
dissolution of the corporation and after all
creditors of the
Claiborne County Historical and Genealogical
Society have been paid,
it's assets be distributed to one or more exempt
purposes within
meaning of section 501 (c) (3) of the Internal
Revenue Code, or the
corresponding section of any future federal tax
code, or shall be
distributed to the federal government, or to a
state or local
government, for a public purpose. Any such assets
not so disposed of
shall be disposed of by a Court of Competent
Jurisdiction of the
county in which the principal office of the
corporation is then
located, exclusively for such purposes or to such
organization or
organizations, as said court shall determine, which
are organized
and operated exclusively for such purposes.