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.
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.
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.
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.
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.
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.