Bylaws
ARTICLE I – NAME AND TERRITORY
The African-American Genealogy Group of Kentucky, LLC is headquartered in Frankfort, Kentucky and shall hereinafter be referred to as the AAGGKY. The AAGGKY shall have and continuously maintain a registered office and registered Agent for Service. The address of the registered office of the AAGGKY may not be the same as that of the headquarters in Frankfort, Kentucky.
ARTICLE II – OBJECTIVES
Section 1
The objectives of the AAGGKY shall be:
A. To promote awareness of, encourage the preservation of, and facilitate the availability of historical records essential to African American genealogical and family research.
B. To foster the science of genealogy through research and educational programs.
C. To pursue an agenda conducive to the discovery, preservation, production, and sharing of knowledge of a genealogical or historical nature relative to the African American heritage and community.
D. To unite people who are interested in African American genealogy and family history; and to encourage fellowship and cooperation among them.
ARTICLE III – ORGANIZATION
Section 1 – Type of Organization
The AAGGKY is a limited liability company organized for educational purposes that qualify as exempt under section 501(c) (3) of the Internal Revenue Code. This nonprofit association is organized and operated for all lawful purposes consistent with filed Articles of Incorporation and these bylaws.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the
purposes set forth in these bylaws. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
ARTICLE IV – MEMBERSHIP AND DUES
Section 1 - Eligibility
Membership shall be open to any person or entity with an interest in African American genealogy and willing to support the objectives of the organization. The membership year shall be from January 1 through December 31 of each calendar year.
Section 2 – Categories of Membership
A. Active Member - An active member is one in good standing and non-delinquent in dues. Active members shall have voting privileges and all the duties and privileges of an active member prescribed in the Bylaws and membership policies of the AAGGKY.
B. Charter Member – A charter member is one who is a Founder of the organization. A Charter Member may have privileges above an Active Member as prescribed by membership policies of the AAGGKY.
C. Contributing Member - A contributing member is one who may contribute to the AAGGKY in a non-paid advisory, monetary or promotional capacity. Contributing members shall not have voting privileges.
D. Organizational Member – Religious, civic and nonprofit organizations may hold membership in the AAGGKY upon payment of an amount specified by the AAGGKY. Organizational members are entitled to name a designee with rights to attend meetings and participate on committees. Organizational members shall be entitled to one vote, but will not be eligible to hold an office in the AAGGKY.
E. The membership year for all categories of members shall be from January 1 through December 31 of each year.
Section 3 – Dues
A. Annual Dues - The Executive Committee shall determine the annual dues for the AAGGKY. Annual membership dues shall be due and payable on January 1 of each calendar year. Members whose dues have not been received by March 15 of any year shall be in arrears and shall be deleted from active membership rosters.
B. Membership Dues - Each member, regardless of the enrollment date, shall pay the full annual dues. Initial membership dues paid in the last quarter of the year may be designated as payment for the current year with full membership privileges, or as advance payment to be credited for membership for the upcoming year. Current members may also exercise the option of advanced payment of membership dues.
C. Members who have been declared inactive may achieve active status again upon payment of the full annual dues for the respective year.
ARTICLE V – OFFICERS
Section 1
The officers of the AAGGKY shall be the President, Vice President, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer.
Section 2 – Duties of Officers
A. President - The president shall preside at all meetings of the AAGGKY and of the Executive Committee. It will be the duty of the President to appoint chairs of all standing committees of the AAGGKY. The President shall be an ex-officio member of all committees, except the Nominations Committee, and shall perform all duties as required of the office of the President. The President shall keep the membership informed of all activities of the AAGGKY and the Executive Committee.
B. Vice President - The Vice President shall, in the absence of the President, exercise all the functions of the President and be vested with all the President’s powers. The Vice President is also designated as the organization’s Parliamentarian. In the event of a vacancy in the office of President, the Vice President shall automatically assume the office of President for the remainder of the term of office. In the absence of the Assistant Treasurer, the Vice President shall receive all funds, deposit said funds in the bank, and give receipt records for said funds to the Treasurer prior to the next regular meeting.
C. Secretary - The Secretary shall record and keep accurate minutes and records of all meetings for the permanent record of the AAGGKY and the Executive Committee; shall present the minutes for approval at the following meeting of the AAGGKY or Executive Committee; shall preserve all reports and official documents; and, shall record a list of all members and guests present at each meeting. The Secretary shall see that all notices are given in accordance with these Bylaws, or as required by law.
D. Assistant Secretary – In the absence of the Secretary, the Assistant Secretary shall perform the duties of that office. The Assistant Secretary shall also answer routine correspondence for the AAGGKY; distribute mail to officers, Committee Chairs, and others; maintain membership lists; and send notices of special meetings to members.
E. Treasurer - The Treasurer shall solicit dues for the AAGGKY; receive funds as necessary; keep accurate records of all receipts and disbursements; pay expenditures as authorized by the Executive Committee; submit the financial accounts for audit by an Executive Committee-approved auditor; and make such reports and perform such duties of Treasurer as are properly required by the AAGGKY membership and the Executive Committee. The Treasurer shall make no disbursements without the express authorization of the Executive Committee or the general membership.
F. Assistant Treasurer – The Assistant Treasurer shall receive all funds, deposit all funds in the AAGGKY account at a bank designated by the Executive Committee, and issue a receipt for all money received to the respective parties from whom the money was received. The Assistant Treasurer shall give all receipt records to the Treasurer in a timely manner, but no later than the next regular meeting.
ARTICLE VI- EXECUTIVE COMMITTEE
Section 1
The Executive Committee shall consist of the officers listed in Article V of these bylaws, the Chairs of the Standing Committees of the AAGGKY as set forth by these Bylaws, and any other members of the AAGGKY designated by the Executive Committee.
Section 2 - Responsibilities and Duties
Between meetings of the membership, the business and affairs of the organization shall be managed by The Executive Committee, which may exercise all such powers of the membership and perform all such lawful acts as are permitted by these bylaws, including authorizing and approving expenditures by the Treasurer. The Executive Committee shall have the authority to act for the AAGGKY in all business matters. The Executive Committee is authorized to appoint the Nominating Committee and any Ad Hoc Committee as deemed necessary.
ARTICLE VII – STANDING COMMITTEES
Section 1 - The following standing committees and their jurisdiction are authorized by these Bylaws:
A. Program – Shall be responsible for all programs presented at regular meetings of the AAGGKY.
B. Membership – Shall be responsible for the preparation and execution of a plan for soliciting new members and encouraging renewals.
C. Special Projects – Shall be responsible for developing and coordinating all research projects approved by the AAGGKY.
D. Publicity – Shall be responsible for promoting and publicizing the activities of the AAGGKY.
E. Finance – Shall be responsible for actively seeking and ascertaining new sources of income for the AAGGKY; preparing an annual budget; and presenting an annual report of the fiscal affairs of the AAGGKY.
Section 2 – Committee Chairs
The Chair of each standing committee shall be appointed by the President. Membership shall be selected from active members to carry out the designated functions of the Committee under the general direction of the Committee Chair. Committee Chairs shall report the membership of their respective committees to the President no later than the regular meeting immediately following his or her appointment.
Section 3 – Other Committees
Ad-hoc Committees of the AAGGKY may be established as needed to facilitate more efficient operation of the organization or the achievement of the organizational missions and goals. Members of ad-hoc committees shall be appointed by the President.
ARTICLE VIII– MEETINGS
Section 1- Regular Meetings
The regular meetings of the AAGGKY shall be held at least four times per calendar year at a time, date and location determined by the Executive Committee, but may be held more frequently at the discretion of the Executive Committee.
Section 2 - Executive Committee Meetings
Executive Committee meetings shall be held prior to regular AAGGKY meetings, and at any other time specified by the Executive Committee, at a date, time and location determined by the Executive Committee.
Section 3 - Special AAGGKY Meetings
Special meetings of the AAGGKY may be called at the discretion of the President. The members of the AAGGKY shall be notified at least one week in advance of the meeting.
Section 4 - Special Executive Committee Meetings
Special meetings of the Executive Committee may be called by the President, or upon the request of three members of the Executive Committee. All members of the Executive Committee shall be notified of special meetings at least one week in advance of the meeting.
Section 5 - The Annual Meeting
An Annual Meeting of the membership of the AAGGKY shall be held in the fourth quarter of the calendar year at a time, date and location determined by the Executive Committee.
Section 6 - Quorum
At all regular monthly and annual meetings of the AAGGKY, a minimum of nine (9) active members shall constitute a quorum for conducting business. The vote of a majority of the members present at any meeting at which there is a quorum shall prevail unless the vote of a larger number is specifically required by law or by these bylaws. The members present at any properly announced meeting of the Executive Committee shall constitute a quorum.
Section 7 - Procedure
Robert's Rules of Order, Revised, when not in conflict with the Bylaws of the AAGGKY, shall be the authority for the conduct of regular and annual meetings of the AAGGKY and all meetings of the Executive Committee.
ARTICLE IX – ELECTIONS
Section 1 - Annual Elections
Annual elections of officers and Executive Committee members of the AAGGKY, as set forth in Article V and Article VI of these Bylaws, shall be held at the Annual Meeting.
A. Eligibility and Willingness of Nominees - Any active member of the AAGGKY is eligible to be nominated to any office in the AAGGKY. The willingness to serve and the eligibility of each candidate should be ascertained by the nominator prior to placing the member in nomination for an elected position.
B. Voting Eligibility - Only active members of the AAGGKY are eligible to vote in any election.
C. Voting Procedure - A simple majority vote of the members casting votes at the Annual Meeting shall determine the results of an election.
1. Ballots – Ballots shall be provided and used when there are more than one candidate for any elected office.
2. Tie Votes – In the event of a tie vote for any elected office, a ballot will be issued and a special vote taken to determine the winning candidate. If, after a special vote, the candidates are still tied, the winner shall be decided upon the toss of a coin.
Section 2 - Vacancies
Any existing vacancies, except that of President, shall be filled by a special election within two (2) regular meetings following the occurrence of the vacancy, at the will of the membership.
ARTICLE X – OFFICE TERMS
Section 1 - Term of Office
The term of office for each elected position in the AAGGKY shall be two (2) years. The procedure for filling vacated offices with unexpired terms is addressed in Article IX, Section 2 of these bylaws.
Section 2 – Term Limits
No elected officer shall serve more than two (2) consecutive terms.
ARTICLE XI – AMENDMENTS TO BYLAWS
Section 1 - These Bylaws shall be reviewed annually. Proposed amendments to the bylaws shall be presented and discussed at the regular monthly meeting immediately preceding a vote on the proposals.
Section 2 - The Bylaws of the AAGGKY may be amended only at a regular meeting of the AAGGKY by a two-thirds (2/3) affirmative vote of the active membership present.
Section 3 - Proposed amendments to the Bylaws shall be submitted in writing to the President who will appoint an ad-hoc Review Committee to study the amendment and make recommendations to the membership at the next regular meeting of the AAGGKY.
ARTCLE XII - DISSOLUTION
In the event of dissolution, all funds and property, both real and personal, remaining after satisfaction of all liabilities will be distributed to a designated organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to the local, state, or federal government for public purposes.
s/___________________________
Sharyn Mitchell, President
Approved as amended by:
The African-American Genealogy Group of Kentucky, LLC
At: Lexington, KY on 4 November 2012
Revised: 13 November 2012
The African-American Genealogy Group of Kentucky, LLC is headquartered in Frankfort, Kentucky and shall hereinafter be referred to as the AAGGKY. The AAGGKY shall have and continuously maintain a registered office and registered Agent for Service. The address of the registered office of the AAGGKY may not be the same as that of the headquarters in Frankfort, Kentucky.
ARTICLE II – OBJECTIVES
Section 1
The objectives of the AAGGKY shall be:
A. To promote awareness of, encourage the preservation of, and facilitate the availability of historical records essential to African American genealogical and family research.
B. To foster the science of genealogy through research and educational programs.
C. To pursue an agenda conducive to the discovery, preservation, production, and sharing of knowledge of a genealogical or historical nature relative to the African American heritage and community.
D. To unite people who are interested in African American genealogy and family history; and to encourage fellowship and cooperation among them.
ARTICLE III – ORGANIZATION
Section 1 – Type of Organization
The AAGGKY is a limited liability company organized for educational purposes that qualify as exempt under section 501(c) (3) of the Internal Revenue Code. This nonprofit association is organized and operated for all lawful purposes consistent with filed Articles of Incorporation and these bylaws.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the
purposes set forth in these bylaws. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
ARTICLE IV – MEMBERSHIP AND DUES
Section 1 - Eligibility
Membership shall be open to any person or entity with an interest in African American genealogy and willing to support the objectives of the organization. The membership year shall be from January 1 through December 31 of each calendar year.
Section 2 – Categories of Membership
A. Active Member - An active member is one in good standing and non-delinquent in dues. Active members shall have voting privileges and all the duties and privileges of an active member prescribed in the Bylaws and membership policies of the AAGGKY.
B. Charter Member – A charter member is one who is a Founder of the organization. A Charter Member may have privileges above an Active Member as prescribed by membership policies of the AAGGKY.
C. Contributing Member - A contributing member is one who may contribute to the AAGGKY in a non-paid advisory, monetary or promotional capacity. Contributing members shall not have voting privileges.
D. Organizational Member – Religious, civic and nonprofit organizations may hold membership in the AAGGKY upon payment of an amount specified by the AAGGKY. Organizational members are entitled to name a designee with rights to attend meetings and participate on committees. Organizational members shall be entitled to one vote, but will not be eligible to hold an office in the AAGGKY.
E. The membership year for all categories of members shall be from January 1 through December 31 of each year.
Section 3 – Dues
A. Annual Dues - The Executive Committee shall determine the annual dues for the AAGGKY. Annual membership dues shall be due and payable on January 1 of each calendar year. Members whose dues have not been received by March 15 of any year shall be in arrears and shall be deleted from active membership rosters.
B. Membership Dues - Each member, regardless of the enrollment date, shall pay the full annual dues. Initial membership dues paid in the last quarter of the year may be designated as payment for the current year with full membership privileges, or as advance payment to be credited for membership for the upcoming year. Current members may also exercise the option of advanced payment of membership dues.
C. Members who have been declared inactive may achieve active status again upon payment of the full annual dues for the respective year.
ARTICLE V – OFFICERS
Section 1
The officers of the AAGGKY shall be the President, Vice President, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer.
Section 2 – Duties of Officers
A. President - The president shall preside at all meetings of the AAGGKY and of the Executive Committee. It will be the duty of the President to appoint chairs of all standing committees of the AAGGKY. The President shall be an ex-officio member of all committees, except the Nominations Committee, and shall perform all duties as required of the office of the President. The President shall keep the membership informed of all activities of the AAGGKY and the Executive Committee.
B. Vice President - The Vice President shall, in the absence of the President, exercise all the functions of the President and be vested with all the President’s powers. The Vice President is also designated as the organization’s Parliamentarian. In the event of a vacancy in the office of President, the Vice President shall automatically assume the office of President for the remainder of the term of office. In the absence of the Assistant Treasurer, the Vice President shall receive all funds, deposit said funds in the bank, and give receipt records for said funds to the Treasurer prior to the next regular meeting.
C. Secretary - The Secretary shall record and keep accurate minutes and records of all meetings for the permanent record of the AAGGKY and the Executive Committee; shall present the minutes for approval at the following meeting of the AAGGKY or Executive Committee; shall preserve all reports and official documents; and, shall record a list of all members and guests present at each meeting. The Secretary shall see that all notices are given in accordance with these Bylaws, or as required by law.
D. Assistant Secretary – In the absence of the Secretary, the Assistant Secretary shall perform the duties of that office. The Assistant Secretary shall also answer routine correspondence for the AAGGKY; distribute mail to officers, Committee Chairs, and others; maintain membership lists; and send notices of special meetings to members.
E. Treasurer - The Treasurer shall solicit dues for the AAGGKY; receive funds as necessary; keep accurate records of all receipts and disbursements; pay expenditures as authorized by the Executive Committee; submit the financial accounts for audit by an Executive Committee-approved auditor; and make such reports and perform such duties of Treasurer as are properly required by the AAGGKY membership and the Executive Committee. The Treasurer shall make no disbursements without the express authorization of the Executive Committee or the general membership.
F. Assistant Treasurer – The Assistant Treasurer shall receive all funds, deposit all funds in the AAGGKY account at a bank designated by the Executive Committee, and issue a receipt for all money received to the respective parties from whom the money was received. The Assistant Treasurer shall give all receipt records to the Treasurer in a timely manner, but no later than the next regular meeting.
ARTICLE VI- EXECUTIVE COMMITTEE
Section 1
The Executive Committee shall consist of the officers listed in Article V of these bylaws, the Chairs of the Standing Committees of the AAGGKY as set forth by these Bylaws, and any other members of the AAGGKY designated by the Executive Committee.
Section 2 - Responsibilities and Duties
Between meetings of the membership, the business and affairs of the organization shall be managed by The Executive Committee, which may exercise all such powers of the membership and perform all such lawful acts as are permitted by these bylaws, including authorizing and approving expenditures by the Treasurer. The Executive Committee shall have the authority to act for the AAGGKY in all business matters. The Executive Committee is authorized to appoint the Nominating Committee and any Ad Hoc Committee as deemed necessary.
ARTICLE VII – STANDING COMMITTEES
Section 1 - The following standing committees and their jurisdiction are authorized by these Bylaws:
A. Program – Shall be responsible for all programs presented at regular meetings of the AAGGKY.
B. Membership – Shall be responsible for the preparation and execution of a plan for soliciting new members and encouraging renewals.
C. Special Projects – Shall be responsible for developing and coordinating all research projects approved by the AAGGKY.
D. Publicity – Shall be responsible for promoting and publicizing the activities of the AAGGKY.
E. Finance – Shall be responsible for actively seeking and ascertaining new sources of income for the AAGGKY; preparing an annual budget; and presenting an annual report of the fiscal affairs of the AAGGKY.
Section 2 – Committee Chairs
The Chair of each standing committee shall be appointed by the President. Membership shall be selected from active members to carry out the designated functions of the Committee under the general direction of the Committee Chair. Committee Chairs shall report the membership of their respective committees to the President no later than the regular meeting immediately following his or her appointment.
Section 3 – Other Committees
Ad-hoc Committees of the AAGGKY may be established as needed to facilitate more efficient operation of the organization or the achievement of the organizational missions and goals. Members of ad-hoc committees shall be appointed by the President.
ARTICLE VIII– MEETINGS
Section 1- Regular Meetings
The regular meetings of the AAGGKY shall be held at least four times per calendar year at a time, date and location determined by the Executive Committee, but may be held more frequently at the discretion of the Executive Committee.
Section 2 - Executive Committee Meetings
Executive Committee meetings shall be held prior to regular AAGGKY meetings, and at any other time specified by the Executive Committee, at a date, time and location determined by the Executive Committee.
Section 3 - Special AAGGKY Meetings
Special meetings of the AAGGKY may be called at the discretion of the President. The members of the AAGGKY shall be notified at least one week in advance of the meeting.
Section 4 - Special Executive Committee Meetings
Special meetings of the Executive Committee may be called by the President, or upon the request of three members of the Executive Committee. All members of the Executive Committee shall be notified of special meetings at least one week in advance of the meeting.
Section 5 - The Annual Meeting
An Annual Meeting of the membership of the AAGGKY shall be held in the fourth quarter of the calendar year at a time, date and location determined by the Executive Committee.
Section 6 - Quorum
At all regular monthly and annual meetings of the AAGGKY, a minimum of nine (9) active members shall constitute a quorum for conducting business. The vote of a majority of the members present at any meeting at which there is a quorum shall prevail unless the vote of a larger number is specifically required by law or by these bylaws. The members present at any properly announced meeting of the Executive Committee shall constitute a quorum.
Section 7 - Procedure
Robert's Rules of Order, Revised, when not in conflict with the Bylaws of the AAGGKY, shall be the authority for the conduct of regular and annual meetings of the AAGGKY and all meetings of the Executive Committee.
ARTICLE IX – ELECTIONS
Section 1 - Annual Elections
Annual elections of officers and Executive Committee members of the AAGGKY, as set forth in Article V and Article VI of these Bylaws, shall be held at the Annual Meeting.
A. Eligibility and Willingness of Nominees - Any active member of the AAGGKY is eligible to be nominated to any office in the AAGGKY. The willingness to serve and the eligibility of each candidate should be ascertained by the nominator prior to placing the member in nomination for an elected position.
B. Voting Eligibility - Only active members of the AAGGKY are eligible to vote in any election.
C. Voting Procedure - A simple majority vote of the members casting votes at the Annual Meeting shall determine the results of an election.
1. Ballots – Ballots shall be provided and used when there are more than one candidate for any elected office.
2. Tie Votes – In the event of a tie vote for any elected office, a ballot will be issued and a special vote taken to determine the winning candidate. If, after a special vote, the candidates are still tied, the winner shall be decided upon the toss of a coin.
Section 2 - Vacancies
Any existing vacancies, except that of President, shall be filled by a special election within two (2) regular meetings following the occurrence of the vacancy, at the will of the membership.
ARTICLE X – OFFICE TERMS
Section 1 - Term of Office
The term of office for each elected position in the AAGGKY shall be two (2) years. The procedure for filling vacated offices with unexpired terms is addressed in Article IX, Section 2 of these bylaws.
Section 2 – Term Limits
No elected officer shall serve more than two (2) consecutive terms.
ARTICLE XI – AMENDMENTS TO BYLAWS
Section 1 - These Bylaws shall be reviewed annually. Proposed amendments to the bylaws shall be presented and discussed at the regular monthly meeting immediately preceding a vote on the proposals.
Section 2 - The Bylaws of the AAGGKY may be amended only at a regular meeting of the AAGGKY by a two-thirds (2/3) affirmative vote of the active membership present.
Section 3 - Proposed amendments to the Bylaws shall be submitted in writing to the President who will appoint an ad-hoc Review Committee to study the amendment and make recommendations to the membership at the next regular meeting of the AAGGKY.
ARTCLE XII - DISSOLUTION
In the event of dissolution, all funds and property, both real and personal, remaining after satisfaction of all liabilities will be distributed to a designated organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to the local, state, or federal government for public purposes.
s/___________________________
Sharyn Mitchell, President
Approved as amended by:
The African-American Genealogy Group of Kentucky, LLC
At: Lexington, KY on 4 November 2012
Revised: 13 November 2012