- BYLAWS OF THE CLAY FAMILY SOCIETY, INC.
- 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. The principal address of the Society and all
- corporate records will be stored behind the firewall of the CFS website at
- https://clayfamilysociety.net.
- 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 Registration form, pay dues and participate in the organization. Only
- members of a family 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 Membership
- Membership is open to anyone or family interested in the Clay Family Society who
- has Registered and who has paid dues. Dues may be adjusted periodically by
- majority vote by the Board. Those who have not paid their dues will not be
- eligible to vote or receive the newsletter until such dues are paid. Honorary
- memberships may be granted to members deemed to have provided
- distinguished service to the Clay Family Society by a majority vote of The Board
- of Directors. Membership is for a household, which shall receive one copy of any
- printed publication and each membership will have one vote 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: death of
- the member; 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.
- An annual membership commences with payment of dues and expires one
- calendar year after the date of payment. However, dues may be paid in advance
- for any number of years. 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 or online 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 or to
- conduct the meeting via technology.
- 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, Communications Officer, and two Directors
- at Large.
- There shall be a minimum of three and a maximum of eight Directors at
- any given time to conduct business. There may also be such other appointees to
- committees or positions established by the Board of Directors, with specific
- powers and responsibilities as shall be delineated in the Notice of Establishment.
- 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. Establish expense reimbursement policies
- D. Set and follow a annual budget
- E. Ensure passwords are changed whenever key positions turn over
- F. Make recommendations to the Society
- G. 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.
- 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.
- Should an event such as an Act of God or other
- circumstance beyond the Board’s control, prevent conducing of a biennial
- Gathering and/or business meeting, empaneled Board members may continue
- in their roles until such time as the business meeting may be safely conducted
- in person or via technology.
- The Board will meet at least annually, unless otherwise determined. Meetings will
- be at the call of the President. A majority of Officers and Directors shall constitute
- a quorum for transaction of business. Meetings may be conducted in person or
- through electronic means. Actions may be taken without a formal meeting,
- however each Director must consent to the action in writing.
- All officers must be dues paying members and must be willing and able to attend
- all Board meetings. Failure to attend a Board meeting, except for health reasons,
- may result in the Board appointing a replacement. Should a vacancy occur
- before their term has ended, the Board of Directors shall appoint a qualified
- member to fill out the unexpired term.
- A majority of current board members makes a quorum. Any Board member may
- be added or removed by a quorum vote of members.
- Section 6.04 Nominations
- A nominating committee consisting of three members from the general
- membership (President excluded) and 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 at least each member’s name and their town, state, zip-
- code 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, prepare the annual budget for the
- Board’s review and approval 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 the Board. 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 Communications Director shall arrange for production, editing,
- proofreading and print or electronic publication of Society documents
- including the newsletter Pieces Of Clay, website articles, social media
- posts, meeting programs 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 or, in absence or
- incapacity of the President, by the Vice President and 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, e-mail, or video from which it can be determined that the
- transmission was authorized by, and 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 assist the Treasurer, as needed, to develop
- budgets to be submitted for 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.
- ARTICLEVII.COMMITTEES
- The President shall have the power to appoint committees to help carry on the
- business of the organization. Committees with more than one member assigned
- shall have a designated leader or Chair of the committee. The committees can be
- temporary or permanent as designated by the President.
- Section 7.01 Permanent Committees and there function
- A. Genealogy Committee – manages the content and improvements of the
- Clay family trees and branches available to members on the CFS website.
- B. DNA Committee – manage the content and improvements of the CFS’s Clay
- surname Project hosted on the FamilyTreeDNA website.
- C. Internet Committee – manage the content and improvements of the CFS’s
- Internet presence.
- Section 7.02 Budgets
- Committee chairs will, as needed, develop written budgets to be submitted to the
- Treasurer for inclusion in the annual budget to be reviewed 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.
- Section7.04CommitteeMeetings
- 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 committee meetings 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, shall govern
- the organization in all cases to which they are applicable and are not inconsistent
- with these by-laws 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.
- Section10.02RegisteredAgentorStatutoryAgent
- 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.
- Section11.01ResolutionforDissolution
- 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.
- Section12.02Donations andProperty
- 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. The property
- description, holder’s name and the physical location of all such tangible items, as
- apposed to digital items, will be inventoried, listed and maintained by the Internet
- Committee on the CFS’s Website.
- Section 12.03 Books and Records
- Starting in 2023 the archived books and records of the Corporation will be
- available at the Society website address and may be examined by any member
- or any Director or the agent or attorney of any member at any time. The books
- and records for the current fiscal year are maintained by individual officers and
- may be examined by any member or any Director or the agent or attorney of any
- member for any reasonable and proper purpose at any reasonable time.
- Section 12.04 Dissolution
- When in the course of time it becomes apparent that the Society must be
- dissolved the board must vote to that effect with a quorum of current Board
- officers. Before dissolution the board must form a Dissolution Committee that
- shall plan for the permanent archival of all Society records and physical artifacts,
- such that future genealogist and historians can readily find same.
- ARTICLE XIII. BYLAWS
- I, John S Clay, 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 email reviews ending 03 Aug, 2022.
- 2. There are no further amendments of said bylaws since these were adopted as
- of the date of this certificate.
- 3. Said Bylaws are in full force and effective on the date of approval.
- /SS/ _________________________, Secretary
- John S. Clay