Bylaws

  
                                                             BYLAWS OF African-American Genealogy Society of Kentucky, Inc.
ARTICLE I - NAME, PURPOSES, AND OFFICES
Section 1.1: Name
The name of this Corporation as set forth in the Articles of Incorporation is African-American Genealogy Society of Kentucky, Inc.

Section 1.2: Purpose
The general purposes of the Corporation are set forth in the Articles of Incorporation. More particularly, the Corporation shall operate exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) (all references to sections of the Code include the corresponding provision of any subsequent federal tax law).

Section 1.3: Offices
The Corporation may have, in addition to its registered office, offices at such places, both within
and without the Commonwealth of Kentucky, as the Board of Directors may from time to time
determine or as the activities of the Corporation may require.

ARTICLE II - HEADQUARTERS
Section 2.1: Headquarters
The African-American Genealogy Society of Kentucky, Inc. is headquartered in Frankfort, Kentucky and shall hereinafter be referred to as the AFRICAN-AMERICAN GENEALOGY SOCIETY OF KENTUCKY. The AFRICAN-AMERICAN GENEALOGY SOCIETY OF KENTUCKY shall have and continuously maintain a registered office and registered Agent of Service. The address of the registered office of the AFRICAN-AMERICAN GENEALOGY SOCIETY OF KENTUCKY may not be the same as that of the headquarters in Frankfort, Kentucky.

ARTICLE III - OBJECTIVES
Section 3.1: Objectives
The objectives of the African-American Genealogy Society of Kentucky 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. The African American heritage and community, particularly in the Commonwealth of Kentucky.  
   D. To unite people who are interested in African American genealogy and family history; and to encourage fellowship and cooperation among them.

ARTICLE IV - MEMBERSHIP AND DUES
Section 4.1: 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.

Section 4.2: Membership Year
The membership year for all categories of members shall be from January 1 through December 31 of each year.

Section 4.3 Categories of Membership.
There shall be four different types of members. The four types of members are: 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 African-American Genealogy Society of Kentucky.
     A. Charter Member- A Charter Member is one who is a Founder of the organization. A Charter Member may have privileges above an Active Member prescribed by membership policies of the African-American Genealogy Society of Kentucky. 
    B. Contributing Member- A contributing member is one who may contribute to the African-American Genealogy Society of Kentucky in a non-paid advisory, monetary or promotional capacity. Contributing members shall not have voting privileges.
     C. Organizational member - Religious, civic, and nonprofit organizations may hold membership in the African-American Genealogy Society of Kentucky upon payment of an amount specified by the African-American Genealogy Society of Kentucky. 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 African-American Genealogy Society of Kentucky.

Section 4.4: Membership Dues
     A. Annual Dues: The Board of Directors shall determine the annual dues for the African-American Genealogy Society of Kentucky. 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. Enrollment Date: 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 to be credited for membership for the upcoming year. Current members may also exercise the option of advanced payment of membership dues. 
     C. Membership Status: Members who have been declared inactive may achieve active status again upon payment of the full annual dues for the respective year.

ARTICLE V - BOARD OF DIRECTORS
Section 5.1: General Powers: Delegation
The activities, property, and affairs of the Corporation shall be managed by a Board of Directors. The Board shall exercise all such powers and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these Bylaws. The primary responsibility of the Board of Directors is to set policy and strategy. The Board of Directors may delegate management of operational activities to the President and such other Officers as may be selected by the Board in accordance with these Bylaws and the Policies and Procedures adopted by the  Board. The Board may authorize the President to select additional persons as necessary. No delegation of authority shall relieve the Board of its duty to oversee the affairs of the Corporation in accordance with the standards required by the laws of the Commonwealth of Kentucky or adopted by the Board.

​Section 5.2: General Powers: Stewardship
All officers and directors agree to uphold a duty of care, loyalty, and stewardship to the organization and to its objectives. Directors must also be familiar with the organization’s governance documents and to regularly attend board meetings. Directors are obligated to further
the mission of the organization they serve, to be faithful to its purposes and goals and to act in conformity with all laws affecting the organization.

Section 5.3: Board Composition
The Board of Directors shall consist of not fewer than three (3) nor more than nine (9) Directors. It shall be composed of six (6) Officers and three (3) Directors-at-Large. The duties, powers, and responsibilities of the Directors shall be determined by the Bylaws. 

Section 5.4: Officers 
The Officers shall be the President, Vice President, Secretary, Treasurer, Assistant Secretary, Assistant Treasurer, all of whom shall be members of the Board of Directors. 
Section 5.5: Appointment and Terms of Office Directors and Officers shall be elected at the annual meeting of the membership and shall serve for a term of two (2) years and thereafter until their successors shall qualify. The term shall begin on January 1 following the election. The terms may be changed initially to create a staggered Board of Directors. Directors shall be eligible for re-election. No elected Director shall serve more than two (2) consecutive terms in the same position. 
Section 5.6: Qualifications               
Directors shall be at least eighteen (18) years of age. Directors need not be residents of the Commonwealth of Kentucky.

Section 5.7: Vacancies
A vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the Directors present at a regular or special meeting to fill the remaining term of the vacated position. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual or special meeting of the membership.

Section 5.8: Meetings
Directors shall meet at least quarterly as scheduled by the President with a ten (10) day notice.
Special meetings of the Board shall be held at the call of the President, or by three (3) Directors,
with a five (5) day notice. Notice of a Special Meeting shall set forth the matters to be
considered at such meeting; and special provisions regarding meetings to amend the bylaws shall
supersede this section. Notice may be given by mail, telephone, or electronic means. Board
meetings may be conducted in person, by telephone, or by electronic means, so long as during
any such meeting the Board members can see or hear each other while communicating by speech
or written communication. Meetings may be held either within or outside the Commonwealth of
Kentucky.

Section 5.9: Annual Meeting
An Annual Meeting of the membership of the African-American Genealogy Society of Kentucky
shall be held in the fourth quarter of the calendar year at a time, date, and location determined by
the Board of Directors. The agenda shall include the election of the Board of Directors.

Section 5.10: Quorum
A quorum for a meeting of the Board of Directors shall be a majority of the Board. The act of a
majority of the Directors present at a meeting at which a Quorum is present shall be the act of the
Board of Directors. If the act of a greater number is required by statute or these Bylaws, the act
of such greater number shall be requisite to constitute the act of the Board of Directors. If a
Quorum is not present at any meeting of Directors, the Directors present may adjourn the
meeting until a Quorum shall be present. At any such adjourned meeting, any business may be
transacted which might have been considered at the meeting as originally convened.

Section 5.11: Voting
Directors may vote in person, by telephone, by electronic means, or by such other means as the
Board may approve by resolution. There is no proxy voting on Board matters.

Section 5.12: Action without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken
without a meeting provided consent in writing setting forth the action so taken is signed by all
members of the Board of Directors. Signed consent need not be on a single document but may be
given by separate written or electronic means from Board members so long as the consent sets
forth the action consented to. Any such consent, or a copy thereof, shall be placed in the minute
book of the Corporation.

Section 5.13: Resignation
Any Director may resign by giving written notice to the Secretary. Such resignation shall be effective upon receipt by the Secretary unless the notice specifies a later effective date. In the case of the Secretary’s resignation, written notice shall be given to the President.

Section 5.14: Removal of a Director
Any Director may be removed by the majority vote of the other Directors. This provision requires a majority vote of all the Directors not merely the majority of the Directors present at a meeting at which a Quorum is present. This provision is set forth in the Articles of Incorporation as required by Kentucky law.

Section 5.15: Attendance
Directors are required to attend meetings of the Board of Directors. Any Director who fails to attend three (3) consecutive meetings may be removed as a Director by vote of the Board. 

Section 5.16: Procedural Rules
The Board may adopt such procedural or standing rules as it deems necessary. In the absence of such adoption, Robert’s Rules of Order Newly Revised shall govern Board procedure.

ARTICLE VI - ROLES AND RESPONSIBILITIES
Section 6.1: President
The President shall be the principal Officer of the Corporation. The President shall execute for and in the name of the Corporation such written instruments and documents as may be necessary or desirable, such instruments and documents having been approved by the Board. The President shall perform the duties listed below and any other duties as may be prescribed by the Board of Directors from time to time.
     A. General: Ensure the effective action of the Board of Directors in governing and supporting the Corporation; act as the representative of the Corporation as a whole rather than as an individual. Communication: Speak to the media and the community on behalf of the Corporation and represent the Corporation to the community; coordinate media and community representation. 
      B. Meetings: Develop agendas and preside at meetings of the Board and general Membership meetings.  
   C. Committees: Recommend to the Board standing committees to be established and appoint the leadership of such committees. Coordinate the work of the committees. The President shall be an ex-officio member of all committees except the Nominations Committee.
      D. Voting Status: Shall be a non-voting member except as required in case of a need to break a tie.
   E. Board Affairs: Ensure that matters are handled properly and legally, including preparation of materials for meetings, committee functioning, and recruitment and orientation of new Board members.

Section 6.2: Vice-President. The Vice-President shall:
     A. Be elected at the annual membership meeting.
     B. Serve as a member of the Special Projects Committee.
     C. President at any meeting at which the President is unable to preside.
     D. Serve as President should the President be temporarily unable to fulfill the duties of that Office.
     E. Be the President Elect.
     F. Serve as the official Parliamentarian.
     G. Be sufficiently familiar with legal documents (Articles, Bylaws, IRS letters, etc.) to note applicability during meetings.
     H. Perform such duties as may be otherwise prescribed by the Board of Directors.
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Section 6.3: Secretary. The Secretary shall:
     A. Keep the minutes of the meetings and the minutes of committees in one or more books provided for that purpose.
     B. Ensure minutes are distributed to the Board members shortly after each meeting.
     C. Be custodian of the corporate records.
     D. Keep contact information of each Board member.
     E. Maintain complete address and accurate membership lists.
     F. Distribute mail to officers, Committee Chairs, and others.
     G. Answer routine correspondence for the Corporation.
     H. Shall be a member of the Membership Committee.
     I. Perform all duties incident to the office of Secretary.

Section 6.4: Assistant Secretary.
The Assistant Secretary shall:
     A. In the absence of the Secretary, perform the duties of that office.
     B. send meeting notices in a timely manner in accordance with the provisions of the Bylaws or as required by law.
     C. Be a member of the Program Committee.
     D. perform such other duties as may be assigned by the Board of Directors.

Section 6.5: Treasurer.
The Treasurer shall:
     A. Be responsible for oversight of the Corporation’s fiscal accounts and records.
     B. Ensure that policies and procedures for managing the Corporation’s funds and contracts are in place.
     C. Submit the financial accounts for audit by the audit committee.
     D. Ensure that timely and accurate financial statements are presented to the Board.
     E. Submit and Annual Budget for approval by the Board.
     F. Ensure that timely and accurate financial filings are made with government agencies.
     G. Ensure that financial disclosure policies are in place.
     H. Be a member of the Finance Committee.
     I. Perform such other duties as may be assigned by the Board of Directors.

Section 6.6: Assistant Treasurer.
The Assistant Treasurer shall:
     A. In the absence of the Treasurer, perform the duties of that office.
    B. Receive funds, deposit into the Corporation bank account as designated by the Board and issue a receipt for all monies received, in a timely manner.
     C. Give all receipt records to the Treasurer, but no later than the next regular meeting.
     D. Be a member of the Finance Committee
     E. Perform such other duties as may be assigned by the Board of Directors. 

Section 6.7: Director-at-Large.
A Director-at-Large shall:
     A. Be a member of one or more of the Standing Committees.
     B. Perform such other duties as may be assigned by the Board of Directors.

ARTICLE VII - COMMITTEES
Section 7.1: Committees
Both standing committees and special committees, may be created by the Board. 
​     A. The Board may empower such committees to make binding decisions independent of the Board if such authorization is both legal and appropriate to the needs of the Corporation. Without such authorization, no action by a committee shall be binding upon the Corporation until approved by the Board of Directors. 
     B. No Committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such Committee or any Director or Officer of the Corporation; amending the Articles of Incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the
Corporation; of amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.

Section 7.2: Standing and Special Committees
The following standing and special committees and their jurisdiction are authorized by these Bylaws:
     A. Program Committee: shall be responsible for all programs presented at regular meetings of the African American Genealogy Society of Kentucky.
     B. Membership Committee: shall be responsible for the preparation and the execution of a plan for soliciting new members and encouraging renewals.
     C. Special Projects Committee: shall be responsible for developing and coordinating all projects approved by the African-American Genealogy Society of Kentucky.
     D. Publicity Committee: shall be responsible for promoting and publicizing the activities of the African-American Genealogy Society of Kentucky; and shall oversee management of the web and social media sites. 
     E. Finance: Shall be responsible for actively seeking and ascertaining new sources of income for the African-American Genealogy Society of Kentucky; preparing an annual budget; and presenting an annual report of the fiscal affairs of the African-American Genealogy Society of Kentucky.
F. Nominating Committee: shall be an Ad Hoc committee to interview potential members for inclusion on the slate for election to the Board as required by election procedures. The election slate shall be presented at least 30 days prior to the Annual Meeting at which elections are to be held.

Section 7.3: 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. Committee chairs shall report in person or in writing activities or recommendations of their respective committees at scheduled Board meetings.
Section 7.4: Records
The Committee Chair shall maintain minutes of Committee meetings and shall promptly forward copies of such minutes, together with any recommended actions, to the Secretary and the President. The minutes should reflect who is present, whether a quorum exists, any resolutions approved, and other significant matters discussed (such as the presentation of financial reports). An accurate and permanent record of members eligible to vote must be maintained.

​ARTICLE VIII - MISCELLANEOUS
Section 8.1: Fiscal Year
The fiscal year of the Corporation shall be the calendar year.

Section 8.2: Disbursements
Upon approval of the Budget, the Treasurer, subject to the terms of any policies adopted by the Board, is authorized to make disbursements from accounts to pay expenses provided for in the budget.

Section 8.3: Advancement of Costs
To the maximum extent provided by law or insurance in force, the Board may authorize the advancement of costs incurred or reasonably expected to be incurred by any Director in defense of any claim asserted against such Director, by reason of such person’s actions on behalf of or status with the Corporation.

Section 8.4: Compensation
The members of the Board of Directors shall be volunteers and shall receive no compensation from the African-American Genealogy Society of Kentucky for services as Directors. The Corporation may reimburse reasonable business and travel expenses incurred on behalf of the
Corporation or to attend to the Corporation’s business pursuant to policies and procedures established by the Board of Directors.

Section 8.5: Waiver of Notice
Whenever notice is required to be given under the provisions of Kentucky law or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time for giving such notice, shall be deemed equivalent to the giving of such notice. Neither the business to be conducted at, nor the purpose of any annual, regular or special meeting of the Board of Directors needs to be specified in the notice or waiver of notice unless otherwise required by law or these Bylaws.

Section 8.6: Audits
The accounts of the African-American Genealogy Society of Kentucky shall be audited prior to the changing of the office of treasurer or as determined by the Board of Directors. The audit will be performed by a committee appointed by the Board of Directors.

Section 8.7: Deposits and Withdrawals
All funds of the African-American Genealogy Society of Kentucky shall be deposited in banks or depositories in the name of the Corporation and all withdrawals from such accounts shall be made only by checks or similar orders signed by an authorized officer of the African-American
Genealogy Society of Kentucky. Authorized officers include the President, Treasurer, and Assistant Treasurer. Only banks that are members of the Federal Deposit Insurance Corporation may be used as depositories. Expenditures over two hundred dollars must be approved by the
Board of Directors.

Section 8.8: Construction
If any portion of these Bylaws shall be determined to be invalid or inoperative, then, so far as is reasonable and possible the remainder of these Bylaws shall be considered valid and operative.

ARTICLE IX - AMENDMENTS
Section 9.1: Amendments
These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted consistent with the laws of the Commonwealth of Kentucky, by a two-thirds vote of the Directors present at a Board meeting at which a Quorum is present. Notice of such proposed alteration, amendment, or repeal shall be given at least ten (10) days prior to the Board of Directors’ meeting considering such alteration, amendment, repeal, or adoption. Notice shall include the bylaws provision as it currently reads, the proposed amendment, the bylaws provision as it will read if the proposed amendment is adopted, and the reasoning of any board member or committee proposing the amendment if such has been reduced to writing.

​ARTICLE X - DISSOLUTION
Section 10.1: 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 
                                                                                         Bylaws adopted: April 1, 2023 Page 11 of 11
                                                                 BYLAWS OF AFRICAN-AMERICAN SOCIETY OF KENTUCKY, INC
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