Kernstown Battlefield Association, Inc.
By-Laws
ARTICLE I
Name
The name of this non-profit corporation is the Kernstown Battlefield Association, Inc. (KBA)
ARTICLE II
Purpose
The corporation is organized exclusively for charitable and educational purposes including for such purposes as making distributions to organizations under section 501(c)3 of the Internal Revenue Service Code (or the corresponding provision of any future United States Internal Revenue Law), and also including among such purposes the following:
a) The acquisition of the historic Kernstown Battlefield properties;
b) The management and maintenance of the Kernstown Battlefield as an historic resource;
c) The provision of assistance and technical information to individuals and related organizations in addressing common goals and objectives.
ARTICLE III
Membership
Section 1. Any individual or organization interested in furthering the objectives of the Association is eligible for membership.
Section 2. Annual dues for membership shall be determined by the Board of Directors. (BOD)
Section 3. Membership dues shall be payable on the date of application and shall be paid yearly on that date thereafter.
Section 4. Should renewal of membership not be paid within six months of expiration, the member may be dropped from the rolls.
Section 5. Any KBA member or director may be removed from membership by the full Board of Directors (BOD) without cause. These are the steps required for such a vote:
Step 1: Complaint is filed by a Board member.
Step 2: At the request of a simple majority of the full BOD, the KBA president shall appoint an investigation committee.
Step 3: Committee shall investigate the allegation(s) and notify the BOD of the results of the investigation.
Step 4: KBA president shall notify the accused member of the complaint.
Step 5: Accused member must be invited to the BOD hearing set no earlier than 14 days from the date of notification.
Step 6: Final vote of the entire BOD will be held following the hearing. A vote by a minimum of 2/3 of the full BOD is required to remove a member.
ARTICLE IV
Directors
Section 1. The control and conduct of business of the corporation shall be vested in its BOD. The BOD shall be composed of 18 directors who shall be chosen from the membership of the Association as follows: at each annual meeting of the membership, one third of the board shall be chosen for a term of three years. Directors may be re-elected for additional three year terms. A simple plurality is needed for election to the Board.
Section 2. In case of death, removal or resignation of any director, the president shall appoint a member to serve through the duration of the vacated term. The BOD must approve the nomination.
Section 3. Regular meetings of the BOD shall be held on a date agreeable to the board; special meetings may be called by the president or upon the request of 1/3 of the membership of the board. Proxy voting is not allowed at any meeting of the BOD.
Section 4. Special meetings and voting can be held in person, by conference call or by e-mail. Proxy voting is not allowed at any special meeting.
Section 5. A quorum of the BOD shall not be less than nine members of the board.
Section 6. Policies of the Association shall be determined by the BOD; only the BOD may adopt policies.
Section 7. Any member of the BOD found delinquent in his or her membership dues may, after 45 days notice by the secretary or membership chair, be suspended from voting on matters before the Board until he or she is current in their dues.
ARTICLE V
Officers
Section 1. The BOD shall elect from its membership a president, a vice president, a secretary, a treasurer, in that order, and such other officers as may be deemed necessary. These officers shall comprise the Executive Committee.
Section 2. The president shall preside at all meetings of the BOD, and at all membership meetings. With the exception of the Executive Committee, the president shall appoint all committee chairs with the approval of the BOD; shall exercise general supervision over the affairs and activities of the Association; and shall serve as member ex-officio on all standing committees.
Section 3. The vice president shall assume the duties of the president in the absence of the president; and shall assume any other duties assigned by the president or the BOD.
Section 4. The secretary shall record the minutes of all transactions of the association; shall keep a register of the members of the Association with addresses and contact information; see that a notice of all meetings is given to the members; and perform such other duties as the BOD may from time to time require.
Section 5. The treasurer shall keep a statement of the monies of the corporation; deposit funds of the association in such banks as the BOD may designate; keep accurate records of the income and expenditures of the Association; and pay out funds upon order or voucher of a Finance Committee of the BOD.
ARTICLE VI
Committees
Section 1. Committee chairs shall be appointed annually by the president with the approval of the BOD. Each committee chair shall select the members of their committee with the approval of the president.
Section 2. Standing committees shall include but not be limited to: Executive, Finance, Membership, Special Events, Farm, Buildings and Grounds, History and Education, and Public Relations.
Section 3. Special committees may be appointed by the president to conduct such tasks as assigned. The work of special committees shall be confined to the specific assignment.
ARTICLE VII
Meetings
Section 1. The annual meeting of the Association shall be held during the fall of the year or at such other time as the BOD may select.
Section 2. The members of the BOD, including newly elected members, shall elect officers at the first board meeting following the annual election. All defeated incumbents and retiring board members will cease to serve after the annual election. The vote for officers shall be the first official action of the new board terms. This vote shall be the final presiding function of an outgoing president.
Section 3. All meetings of the general membership and meetings of the full BOD shall be open to the public. Executive sessions may be conducted at the discretion of the president and board.
Section 4. Those members of the Association present and voting at the annual meeting of the Association shall constitute a quorum, provided notice of such meeting has been posted on the KBA website 60 days in advance. Members shall be notified of special meetings called for a specific purpose by a quorum of the BOD electronically through the Association’s website with 10 days notice.
Section 5: All Founders and major donors ($1000) and members whose membership was current within the previous year, are eligible to vote at meetings upon payment of their current dues. Persons wishing to vote without a prior active membership in the previous year must establish membership with dues payment at least 30 days before a general meeting.
ARTICLE VIII
Parliamentary Authority
All meetings of the association shall be governed by Robert’s Rules of Order, Revised, unless otherwise provided for in the By-laws or the Articles of Incorporation.
ARTICLE IX
Amendments
These by-laws may be amended, replaced or altered, in whole or in part, if approved by a majority of the BOD at a regularly scheduled meeting of the Board and by two-thirds of the members present and voting at any meeting of the membership, provided that such proposed amendment has been communicated to each member of the association via publication on the KBA website at least 30 days before the scheduled meeting.
Adopted: NEW DATE
Charlie Hagan, Secretary