ARTICLE I. NAME
The name of this organization, which is incorporated under the laws of the state of Ohio as a not for profit organization, is the Clay Family Society, Incorporated (CFS), hereinafter called the Society.
ARTICLE II. PURPOSE
This Society has been formed and incorporated for educational purposes to encourage research and foster understanding of the genealogy and history of all branches of the Clay family. This includes activities that support the study of genealogy, family history, regional history, and in particular the origin of families surnamed Clay, without regard to variant spellings of the name.
ARTICLE III. MEMBERS
The membership shall be open to all interested persons who are willing to complete the information form, pay dues and participate in the organization. Only members in good standing are entitled to vote or to hold office. Active members in good standing are those whose dues are up-to-date by the date of any action on which there is a vote.
Section 3.01 Individual and Family Memberships
The types of memberships are individual and family. Individual memberships receive one copy of any publications of the Society and have one vote in Society business. Family memberships are for two persons living in the same household; they shall receive one copy of any publication and have two votes in Society business.
Section 3.02 Lifetime Membership
Honorary Lifetime Member status may be granted by the membership for particular people, current or non-members, for their contributions to the Society. Dues are waived for the lifetime of the honoree. Honorees hold all rights and privileges of active members.
Section 3.03 Rights of Membership.
Active members of the Society shall have the right to vote in the election of Society officers or in any election to dissolve the Society. They shall also have the right to vote on amendments to the Society bylaws, and to participate in matters as set forth in this document and the laws of the state of Ohio. The Society may benefit, serve or assist persons, who are not current members of the Society, with genealogical projects which may afford considerable benefit to the Society. The Board of Directors may restrict the provisions of such benefits, services, and assistance. No member shall be entitled to any part of the income of the Society.
Section 3.04 Termination of membership.
Membership shall terminate on occurrence of any of the following events: resignation of the member, on notice to the secretary of the Society; expiration of the period of paid up membership; suspension based on a good faith determination by the Board of Directors that the member has failed in a material and serious degree to observe the rules of conduct of the Society, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Society.
Section 3.05 Liability for debts or obligations.
No member of the Society, as such, shall be personally liable for the debts, liabilities, or obligations of the Society.
ARTICLE IV. DUES AND FINANCES
Membership dues of the Society shall be recommended by the Board of Directors and approved by two-thirds of the membership at the biennial meeting. Dues are annual and assessed from January 1 of each year to December 31 of each same year. Dues may be paid in advance for any number of years. New members joining after January 31 will have their dues pro-rated by month through the end of the current year. Advance payments of dues are not refundable.
ARTICLE V. MEETINGS OF MEMBERSHIP
Section 5.01 Biennial Business Meeting
A biennial business meeting of the members of the Society shall be held at a time and place determined by the Board of Directors for the purpose of electing directors and officers, and for the consideration of all other matters which either the President or the majority of the members deem advisable. The biennial meeting shall be held in conjunction with the Society Gathering in a place of interest to Clay family researchers recommended by the Board and approved by the membership. In the event of exigent circumstances where that place is deemed not feasible, the Board has the right to change the place.
Section 5.02 Notice of meetings
Written notice of the biennial and all special meetings of members shall state the time, place (and, with respect to special meetings, the purposes thereof) and shall, unless waived in writing by such members, be given by the President or the Secretary to each member entitled to notice of such meeting by e-mail or ordinary mail at least ten (10) days but not more than ninety (90) days before the date fixed for such meeting. Such notices shall be addressed to the member at his or her address as the same appears upon the records of the Corporation, and may be included as part of the newsletter.
Section 5.03 Quorum
A quorum for any meeting of the Society shall consist of those members in good standing who are present. The Secretary and Treasurer will maintain a list of members eligible to vote. There shall be no voting by proxy.
Section 5.04 Special Meetings
Special meetings of the members shall be held at such times and places, within or without the State of Ohio, by email or via other technology as may be specified in the notice whenever called by any of the following: the President; in case of the President’s absence, death or disability, the Vice President; fifty percent (50%) of the voting members; or a majority of the members of the Board of Directors acting with or without a meeting. Upon a request in writing delivered to the President or to the Secretary by any persons entitled to call such meeting of members, stating the purposes for which such meeting is called, it shall be the duty of the President or the Secretary to give notice thereof to the members in the manner set forth in Section 5.02 of this Article, and if such request be refused, then the persons making such request may fix the time of the meeting, and give the notice thereof in the manner set forth.
ARTICLE VI. BOARD OF DIRECTORS
All of the authority of this Corporation shall be exercised by the Board of Directors, except as otherwise provided in the Articles of Incorporation, this document, or by current Ohio Revised Code.
The Board of Directors will have power to adopt policies from time to time to implement these Bylaws and to carry out the goals and mission of the Society.
Section 6.01 Composition
The Board of Directors of the Society will consist of the President, Vice-President, Secretary, Treasurer, Meetings Officer, Publications Officer, and two Directors at Large.
There may also be such other appointees or other positions established by the Board of Directors, with specific powers and responsibilities as shall be deemed necessary.
Any two offices may be held by the same person, but no officer shall have a vote, nor execute, acknowledge or verify any instrument in more than one capacity.
The officers will not be compensated for their duties, unless determined otherwise by the members from time to time.
Section 6.02 Duties of the Board of Directors
The Board of Directors shall be subject to the orders of the Society and none of its acts shall conflict with action taken by the Society. The Board shall:
A. Have general supervision of the affairs of the Society between meetings
B. Fix the date, time, and place of Society Gatherings and business meetings
C. Make recommendations to the Society
D. Adopt rules as needed to carry on the business of the board, provided such rules are not in conflict with this document, any Bylaws or any special rules of order or standing rules adopted by the Society. E. Perform such other duties ordered by the Society.
Section 6.03 Terms of office
Officers shall serve four year terms, with half of such officers being elected at each biennial meeting.
This staggered pattern assures both continuity and regular turnover of those in office. Newly elected officers shall be installed as the last item of business during the biennial business meeting and shall assume office and all attendant responsibilities at the close of the biennial meeting. An officer may hold more than one position at a time, but has only one vote in Society business.
Section 6.04 Nominations
A nominating committee consisting of three members from the general membership (President excluded) shall be appointed by the President at the biennial meeting for the next meeting. This committee will be responsible for soliciting nominees from the membership and presenting at the biennial meeting a slate of officer and director candidates recommended for election for the coming cycle.
Section 6.05 Elections
A. Officers shall be elected at the regular biennial meeting of the Society.
B. Each officer must be, at the time of the election, a current member of the Corporation Society in good standing
C. Nominations may be made from the floor, providing consent has been obtained from the nominee.
D. Elections shall be by ballot except that where there is only one nominee for an office, election may be by voice vote.
E. Members entitled to vote at any meeting of members shall be those members in good standing as of the meeting date and present at the meeting.
F. The affirmative vote of a majority entitled to vote on any matter, as defined in this document, shall be the act of the members.
G. In any election of officers, the candidates receiving the highest number of votes are elected.
H. Each member shall have the right to vote for as many nominees as there are vacancies in elected offices to be filled by the members.
Section 6.06 Vacancy in or Removal from Office
A. An officer may resign at any time by giving written notice to the Board of Directors, which resignation may or may not be made contingent on formal acceptance and which shall take effect on the date of receipt or, if approved in writing by the Board, at any later time specified in such notice.
B. Officers may also be removed by a two-thirds majority vote of the membership.
C. Officers will be replaced by a majority vote of the Board, to serve out the term of office of the resigned or removed officer.
D. An officer appointed to fill a vacancy shall serve out the term of office of the officer s/he has replaced.
Section 6.07 Duties of Officers
Officers shall perform the duties provided in this section and such other duties as are prescribed for the office in these Bylaws. Officers will not vote on issues of conflicting interest when they are officers or staff of other equivalent organizations. The officers will not be compensated for their duties, unless determined otherwise by the members from time to time, but they may be reimbursed for expenses advanced for the Society as approved by the Board of Directors.
A. The President shall preside at all meetings of the organization, perform such duties as set out in this document, appoint committees, serve as ex-officio member of all committees except the nominating committee, and be authorized to sign checks disbursing monies of the organizations. However, checks larger than Two Hundred Fifty Dollars ($250.00) shall be countersigned or be authorized in writing by either the Vice President or Treasurer.
B. The Vice president shall preside at all meetings in the absence of the President, be authorized to sign checks and perform such other duties as may be requested by the President. However, checks larger than Two Hundred Fifty Dollars ($250.00) shall be countersigned or be authorized in writing by either the President or Treasurer. The Vice president will chair the nominating committee.
C. The Secretary shall record the proceeding of all Board and general meetings, answer all mail, and perform such other duties as requested by the President. The secretary will also maintain a complete membership roster consisting of mailing addresses, telephone numbers, and e-mail addresses.
D. The Treasurer of the organization is the officer entrusted with the custody of its funds. This officer may disburse funds by authority of the Society as the Bylaws prescribe and in accordance with generally accepted accounting principles and such procedures and practices as may be established by the Board of Directors from time to time. However, checks larger than Two Hundred Fifty Dollars ($250.00) shall be countersigned or be authorized in writing by either the President or Vice President. . The Treasurer is required to make a full financial report annually and to make such interim reports as the membership or the Board may direct.
a) The Treasurer shall be custodian of all funds, disbursing them as directed herein.
b) The Treasurer shall keep proper books and keep accurate account of the finances of the Corporation and shall present at the biennial meeting of members a financial statement including a summary of profits and other changes in the surplus account of the Corporation, and a balance sheet containing a summary of the assets and liabilities as of the close of the Corporation’s fiscal year.
c) The financial statement shall have appended thereto a certificate signed by the President, Vice President and the Treasurer, or by a public accountant or a firm of public accountants, to the effect that the financial statement presents fairly the financial position of the Corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period or such other certificate as is in accordance with sound accounting practice.
d) The Treasurer shall also prepare and distribute financial statements to the Board of Directors semi-annually or at any time upon two weeks’ notice at the request of theBoard. At any meeting of the Board of Directors, the Treasurer shall furnish summary statements of the financial condition of the Corporation as of the date requested by the President or the Board of Directors.
e) Upon the expiration of his or her term of office, the Treasurer shall deliver all money, books, papers and other property of the Corporation that shall be in his or her possession or under his or her control to his or her successor in office.
E. The Publications Director shall arrange for production, editing, proofreading and publication of all Society documents including the newsletter Pieces Of Clay, meeting programs, membership directories and journals, submitting bills for publication to the treasurer for payment. S/he shall see that copies are available at all times and perform such other publication duties as assigned by the Board.
F. The Meetings Director will be responsible for planning and carrying out the biennial meeting in consultation with the Board of Directors. This will include, but is not limited to, surveying sites and venues, arranging for hotel and meeting room accommodations, arranging group activities, obtaining speakers and entertainment and developing programs and handouts in conjunction with the Publications Director.
G. At-large members may chair committees, may act as members of standing committees, and conduct special projects as requested by the Board.
Section 6.08 Meetings
The Board of Directors may meet annually, at the discretion of the Board, at such times as the Board of Directors determines. Special meetings of the Board of Directors may be called from time to time by the President, the Vice President or any two (2) members of the Board. All meetings of the Board of Directors shall be held at such places within or without the state of Ohio, as the Board of Directors may designate from time to time and as may be specified in the notice of meeting. Meetings of the Board of Directors may be held through any means of communication equipment that provides a transmission, including but not limited to, telephone, or e-mail, from which it can be determined that the transmission was authorized by, an accurately reflects the intention of the Director involved, and with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other.
Section 6.09 Notice of meetings
Notice of meetings of the Board of Directors shall be e-mailed or sent by ordinary U.S. mail to each member of the Board at his or her address appearing in the records of the Corporation, at least two (2) days prior to the holding of such meeting. Every such notice shall state the time and place of the meeting, but shall not be required to state the purpose thereof.
Section 6.10 Quorum
At all meetings of the Board of Directors, a majority of the members then serving must be present in order to constitute a quorum. Such attendance may occur telephonically, or by other communications technology. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board.
Section 6.11 Action without meeting
Any action which may be authorized or taken at a Directors’ meeting may be authorized or taken without a meeting in a writing or writings signed by all of the Directors who would be entitled to notice of a meeting of the Directors held for such purpose, and such writing or writings shall be made a part of the records of the Corporation. This includes the use of electronic media and electronic signatures.
Section 6.12 Budgets
Officers and Board members will, as needed, develop budgets to be submitted to and approved by the Board at its annual meeting. Officers will be responsible for the effective use of the funds allocated.
Section 6.13 Good Faith
A Director shall perform his or her duties as a director in good faith, in a manner s/he reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a Director, when acting in good faith, is entitled to rely on information, opinions, reports or statements, including financial statements or other financial data that are prepared or presented by: (a) one or more directors, officers or members of the Society whom the Director reasonably believes are reliable and competent in the matters prepared or presented; or (b) counsel, public accountants or other persons as to matters that the Director reasonably believes are within the person’s professional or expert competency.
A Director shall not be found to have failed to perform his or her duties, unless it is provided, by clear and convincing evidence, in an action brought against the Director that s/he has not acted in good faith, in a manner s/he reasonably believes to be in or not opposed to the best interests of the Corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances.
Section 6.14 Limitation of Legal Liability
Subject to current Ohio Revised Code, a Director is liable in damages for any act that s/he takes or fails to take as Director only if it is proved, by clear and convincing evidence, in a court with jurisdiction that the act or omission of the Director was one undertaken with a deliberate intent to cause injury to the Corporation or was one undertaken with a reckless disregard for the best interests of the Corporation.
ARTICLE VII. COMMITTEES
The President shall have the power to appoint committees to help carry on the business of the organization. The committees can be temporary or permanent as designated by the President.
Section 7.01 Chairs of these and any other committees may be appointed.
Cemetery committee – coordinates all matters related to cemeteries in which Clays are buried.
Website committee – coordinates all website submissions, maintains website, ensures name and server costs are paid.
History Committee – collects and preserves acquisitions and any other items of interest pertaining to the history of the Society and displays the Society scrapbook.
Section 7.02 Budgets
Committee chairs will, as needed, develop written budgets to be submitted to and approved by the Board of Directors. Chairs will be responsible for the effective use of the funds allocated, and will submit annual reports to the Board.
Section 7.03 Committee Membership
All members of the Society are encouraged to participate in a committee of particular interest, and to suggest to the Board creation of new committees. Committee chairs should actively seek members to serve so that the overall representation of the Society is as broad as possible.
Section 7.04 Committee Meetings
Meetings of committees may be called by the President, the chair of the committee, or a majority of the committee’s voting members. Each committee shall meet as often as is necessary to perform its duties or as otherwise stipulated by the Board. Notice of a meeting of a committee may be given at any time and in any manner reasonably designed to inform the committee members of the time, place, and purpose of the meeting.
ARTICLE VIII AMENDMENTS
These By-laws may be amended at any regular meeting of the Society by a two-thirds vote of voting members present, provided that the proposed amendment has been submitted in writing by US mail or by e-mail to the membership at least thirty (30) days prior to the meeting.
ARTICLE IX PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern the organization in all cases to which they are applicable and are not inconsistent with these bylaws and any special rules of order the organization may adopt. The Parliamentarian, appointed by the President, shall manage the flow of the meetings, and ensure that any motions are properly presented and formed. The main purpose of this office shall be to keep the meeting flowing at a comfortable pace and interject comments and assistance only as necessary to smooth the discussions on the floor. The Parliamentarian may also serve as an advisor to the Board of Directors, when asked.
ARTICLE X. PRINCIPAL LOCATION AND REGISTERED AGENT
Section 10.01 Principal Location
The principal location of the Society shall be in the state of Ohio.
Section 10.02 Registered Agent or Statutory Agent
A. As a corporation under the laws of the state of Ohio, the Society is required to have a registered agent to receive any legal notices.
B. The Board of Directors will appoint a registered agent to be available during normal business hours to facilitate legal service of process being served in the event of a legal action or lawsuit. The purpose of a registered agent is to provide a legal address (not a post office box) within the state of Ohio. C. The registered agent may be an active member who resides in the state of Ohio, or be an entity entitled to do business in the state of Ohio.
D. The agent shall receive license renewals and other notices and shall forward them to the Society’s Secretary, while keeping copies in the agent’s file. E. The agent shall accept legal papers served on the Society. The agent shall bring such papers to the notice of the Board of Directors as soon as possible.
F. A statement signed by the agent indicating consent to serve shall be placed on file with the Secretary of State of the State of Ohio. G. The agent is required to notify the Secretary of State of any change of address within the State of Ohio, or the President of the Society in the event of a change of address to another state.
H. Monies shall be budgeted and expended by the Society for this purpose should no Society member be available and willing to act as agent.
ARTICLE XI. DISSOLUTION OF THE SOCIETY AND CORPORATION
The Corporation may be dissolved voluntarily or involuntarily.
Section 11.01 Resolution for Dissolution
The voting members at a special meeting held for that purpose may adopt a resolution of dissolution by the affirmative vote of a majority of the voting members present in person or, by mail, or by the use of authorized communications equipment, by the affirmative vote of the voting members. Notice of the meeting of the members shall be sent by U. S. mail to all members who would be entitled to vote at the meeting.
Section 11.02 Assets of the Corporation
The corporate assets shall be donated to a genealogical or family history society or public library specializing in genealogical history within or without the state of Ohio.
Section 11.03 Certification of Dissolution
Upon the adoption of a resolution of dissolution, a certificate shall be prepared and executed according to current statutes of Ohio law.
ARTICLE XII. MISCELLANEOUS
Section 12.01 Fiscal year
The fiscal year of the Corporation shall end on the 31st day of December in each year or on such other day as may be fixed from time to time by the Board of Directors.
Section 12.02 Donations and Property
All property acquired by this Corporation through purchase, gift, bequest or otherwise shall be the absolute property of this Corporation, unless at the time of acquiring such property it is otherwise specified in writing.
Section 12.03 Books and Records
The books and records of this Corporation may be examined by any member or any Director or the agent or attorney of any member or any Director for any reasonable and proper purpose at any reasonable time.
ARTICLE XIII. BYLAWS
I, Constance Collins, do hereby certify that I am the Secretary of the Clay Family Society, an Ohio non-profit corporation, and that:
1. The attached is a true, correct, and complete copy of the Bylaws of said corporation, which was adopted in the affirmative, by a two-thirds majority of the membership voting by ballot 10 October 2014
2. There have been no further amendments of said bylaws since the amendments were adopted to and including the date of the certificate.
3. Said Bylaws are in full force and effective on the date of approval.
Constance L Collins, Secretary