CONSTITUTION

ARTICLE I – NAME

The name of this organization shall be Carroll Cave Conservancy.

1. To conserve and protect Carroll Cave through lease, purchase, ownership, or other management by    contractual arrangement.

2. To assist owners of the land above Carroll Cave in the conservation of their cave and karst resources.

3. To educate the citizens of  Camden County and the general public about cave and karst conservation and management.

4. To promote the scientific study of Carroll Cave.

5. To survey and produce an accurate map of Carroll Cave.

6. To ensure that the Caving Community has access to Carroll Cave for exploration and other activities.

7. To cooperate with all individuals and organizations in achieving the foregoing purposes.

1. The CCC shall be governed by a Board of Directors, herein after referred to as Board.

2. The Board shall be the legal representative of the CCC and act as its governing and administrative body in conducting business.

3. The CCC shall have members, who shall have the power to elect four members of the Board.

The meetings shall be held at times and places as designated by the Board and provided in the Bylaws.

The CCC may solicit and accept funds for its operations.  The Board shall have control of the receipt, management, and disbursements of the funds of the CCC.  No part of the net earnings of the CCC shall inure to the benefit of or be distributable to its members, Directors, officers or other private persons except that the CCC 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 Article III hereof.  No substantial part of the activities of the CCC shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the CCC shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidates for public office. 

1.        by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law),

2.        or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Upon the dissolution of the CCC, the Board shall, after paying or making provision for the payment of all of the assets of the CCC exclusively for the purposes of the CCC in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.

The Constitution of the CCC may be amended by a two-thirds vote of the Membership attending a regular meeting.  All proposed amendments shall be presented in writing to the Board at least thirty (30) days prior to the regular meeting.

1.        Conduct business according to Roberts Rules of Order, revised as amended by these Bylaws.

2.        Pass items of business by a simple majority, except as provided elsewhere in the Constitution or Bylaws.

3.        Conduct routine business only when at least a simple majority of all directors are present in person.

4.        Under special circumstances, pass items of business by mail or electronic communications.

5.        Consist of no less than seven (7) directors.

6.        Permit all members of the CCC to attend Board meetings.

1.        Four Directors shall be the offices of President, Vice President, Treasurer and Secretary and shall be elected by the membership of the CCC to serve a two(2) year term. All other Directors shall be appointed by the elected officers to serve a three(3) year term.

2.        All Directors shall be current dues-paying or honorary members of the CCC.

1.        A director may be removed from office for conduct detrimental to the interest of the CCC.

2.        A director may be removed from office for persistent absence from Board Meetings.

3.        A director may be removed from office upon a two-thirds vote of the full Board of Directors or the Membership.

1. Meetings of the CCC Board of Directors will be held at times deemed necessary by the Board.

2. Written notice of the time and place of Special meetings shall be delivered to all members of the Board of Directors at least seven (7) days prior to such meeting.  CCC members who wish to be notified of Board meeting times and places must request in writing to the President to be included on the notification list.

3. The Board shall publish a summary of each Board meeting on the CCC website.

1.                PRESIDENT -The President of the CCC shall:

a.        Be a current dues-paying member of the CCC and be elected by secret ballot of the members of the CCC at the annual January meeting, by a simple majority, for a term of two years, to begin with the end of the meeting at which he/she is elected.

b.       Be responsible for assembling an agenda for each meeting.

c.        Preside at all meetings.

d.       Be the official spokesman and envoy of the CCC.

e.        Call special meetings.

f.         Vote during the conduct of CCC business only in the event of a tie.

g.       Sign or endorse checks, drafts and notes in conjunction with the Treasurer.

h.       Sign all contracts or other instruments authorized by the Board.

i.         Oversee the hiring and firing of all salaried staff.

j.         Not serve more than two consecutive terms.

2.             VICE-PRESIDENT - The Vice-President of the CCC shall:

a.        Be a current dues-paying member of the CCC and shall be elected by secret ballot of the members of the CCC at the annual January meeting, by a simple majority, for a term of two years, to begin with the end of the meeting at which he/she is elected.

b.       Be responsible for performing the duties of the office of the President upon the absence or disability of the President.

c.        Be responsible for the membership roster and its maintenance. 

d.       Set up a nomination committee as defined in Chapter V.

e.        Assist the President as directed by the President or Board.

3.                TREASURER - The Treasurer of the CCC shall:

a.        Be a current dues-paying member of the CCC and shall be elected by secret ballot of the members of the CCC at the annual January meeting, by a simple majority, for a term of two years, to begin with the end of the meeting at which he/she is elected.

b.       Collect and receive all funds.

c.        Act as custodian of all funds and deposit them in a bank or financial institution approved by the Board.

d.       Disburse funds in accordance with the budget or upon order of the Board.

e.        Sign checks together with the President and/or other authorized officers.

f.         Maintain books and ledgers as directed by the Board.

g.       Prepare financial statements and present such statements to the Board upon request.

h.       Report the financial status of the CCC at each Board and Membership Meeting.

i.         Prepare and file all tax forms required by the CCC.

4.                SECRETARY - The Secretary of the CCC shall:

a.        Be a current dues-paying member of the CCC and shall be elected by secret ballot of the members of the CCC at the annual January meeting, by a simple majority, for a term of two years, to begin with the end of the meeting at which he/she is elected.

b.       Keep minutes of all meetings of the Board and Membership or designate a recording secretary to do so.

c.        Distribute to the CCC website a copy of the minutes of all meetings within thirty (30) days after the meeting.

d.       Maintain a file of the official documents and records of the CCC as directed by the Board.

The elected officers shall appoint three Directors from the Membership to serve on the Board and vote on issues.  The term for appointed Directors is three(3) years.  The appointed Directors shall have responsibility in the following categories:

1. CONSERVATION:  One Director shall assume responsibility for writing or revising the policy on the conservation of Carroll Cave, to be approved by the Board, and the execution of the policy thereafter.  The Conservation Director may solicit aid and advice from the Membership to form and enforce policy.

2. ACCESS:  One Director shall assume responsibility for writing or revising the policy on access to Carroll Cave, to be approved by the Board, and the execution of the policy thereafter.  The Access Director may solicit aid and advice from the Membership to form and enforce policy.

3. SURVEY:  One Director shall assume responsibility for writing or revising the policy on  conducting the survey of Carroll Cave, to be approved by the Board, and the execution of the policy thereafter.  The Survey Director may solicit aid and advice from the Membership to form and enforce policy.

1.        Meetings of the membership of CCC shall be held two (2) times per year,  during the months of January and July.    The January meeting shall be the annual meeting.

2.        Notice of all meetings will be sent to the Membership no less than thirty(30) days prior to the meeting.

3.        At the July meeting during the second year of the officers' terms, the Vice-President shall convene a Nominating Committee to present candidates for election at the following January meeting.

4.        The President shall conduct business according to Roberts Rules of Order, revised as amended by these bylaws.

5.        A quorum shall consist of no less than one fourth (1/4) of the current paid membership in attendance at a meeting.

6.        In the absence of a quorum, the Board may choose to petition the Membership by mail or announce a special meeting.

7.        The President shall seek a motion from the floor to hold a special meeting before the next regular meeting.

The CCC shall publish its information on a website, www.carrollcave.org, and such other publications as deemed necessary for the accomplishment of the CCC’s purposes.  Printed copies of the website material shall be made available to members for a nominal fee.  The editor(s) of the website shall be appointed by the President, subject to the approval of the vote of the Board.  Fees for publications shall be set by the Board.  The editor of the website shall appoint her/her own staff subject to the approval of the Board. 

The Bylaws of the CCC may be amended by a majority vote of the Membership.  Such amendments shall be presented in writing to the Board of Directors at least thirty (30) days prior to he meeting.