Bylaws of the Clay Family Society, Inc. - Clay Family Society

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 31^st 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

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