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.
Page 1 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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, 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
Page 2 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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.
Page 3 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 4 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 5 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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. Preside 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.
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.
Page 6 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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.
Page 7 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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.
Page 8 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 9 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 10 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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 Genealogy Society of Kentucky, Inc
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.
Page 1 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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, 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
Page 2 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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.
Page 3 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 4 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 5 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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. Preside 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.
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.
Page 6 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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.
Page 7 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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.
Page 8 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 9 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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
Page 10 of 11
BYLAWS
OF
African-American Genealogy Society of Kentucky, Inc.
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 Genealogy Society of Kentucky, Inc