Carroll Cave Conservancy

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CONSTITUTION AND BYLAWS

OF THE

CARROLL CAVE CONSERVANCY, INC.

 

 

CONSTITUTION

ARTICLE I – NAME

The name of this organization shall be Carroll Cave Conservancy.

ARTICLE II – DURATION

The terms for which the Carroll Cave Conservancy, herein after referred to as CCC, is organized shall be perpetual.

ARTICLE III – PURPOSES OF CCC

  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.

ARTICLE IV – GOVERNMENT AND MEMBERSHIP

  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.

ARTICLE V – MEETINGS

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

ARTICLE VI – FINANCES

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. 

Notwithstanding any other provision of these articles, the CCC shall not carry on any of the activities not permitted to be carried on:

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).

ARTICLE VIII – DISSOLUTION

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.

ARTICLE IX – AMENDMENTS

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.

 

ADOPTED BY THE CCC MEMBERSHIP July 24, 2004

 

 

 

CARROLL CAVE CONSERVANCY, INC.

(A Kansas Not for Profit Corporation)

BYLAWS

 

Article I

 

Board of Directors

 

Section 1.  Duties.  The Board of Directors shall:

  1. Conduct business according to Roberts Rules of Order, revised by these By-laws.

  2. Pass items of business by a simple majority, except as provided elsewhere in the Articles or By-laws.

  3. Conduct routine business when at least a simple majority of all directors are present in person at a meeting that was announced at least 7 days in advance to all of the board.

  4. Conduct routine business via email.  Items for possible board action shall be presented to the President.  At the President’s discretion he may electronically post a motion for a board vote board with or without a deadline for voting.  When and if a majority of the board approves the motion it will become policy. 

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

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

     

     

Section 2.         Selection of Directors.

 

1.         Four Directors will be the offices of President, Vice-President, Treasurer and Secretary and shall be elected by the membership of the Conservancy to serve a two (2) year term.  All other Directors shall be nominated and elected by a majority of the four officers.  All non-officer directors will serve a three (3) year term.

 

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

 

Section 3.         Removal of a Director.

 

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

 

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.

 

 

Article II

 

Board Meetings

 

Section 1.         Occurrence of Meetings.  Meetings of the Board of Directors of the Corporation will be held prior to the membership meetings and other times as deemed necessary by the President.

 

Section 2.         Notice.  Written notice of the time and place of meetings shall be delivered to all members of the Board of Directors at least seven (7) days prior to such meeting.

 

 

Article III

 

Elected Officers

 

 Section 1.         President.  The President of the Corporation shall:

  1. Be a current dues-paying member of the Corporation and be elected by secret ballot of the members of the Corporation at the annual meeting, by a simple majority, for a term of two (2) years, to begin with the end of the meeting at which he/she is elected.

  2. Be responsible for assembling an agenda for each meetings.

  3. Preside at all meetings.

  4. Be the official spokesman and envoy of the Corporation.

  5. Call special meetings.

  6. Vote during the conduct of the Corporation’s business only in the event of a tie.

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

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

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

  10. Not serve more than two (2) consecutive terms.

 

Section 2.         Vice-President.  The Vice-President of the Corporation shall:

 

  1. Be  a current dues-paying member of the Corporation and shall be elected by secret ballot of the members of the Corporation at the annual meeting, by a simple majority, for a term of two (2) years, to begin with the end of the meeting at which he/she is elected.

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

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

  4. Assist the President as directed by the President or the Board of Directors.

 

Section 3.         Treasurer.  The Treasurer of the Corporation shall:

 

  1. Be a current dues-paying member of the Corporation and shall be elected by secret ballot of the members of the Corporation at the annual meeting, by a simple majority, for a term of two (2) years, to begin with the end of the meeting at which he/she is elected.

  2. Collect and receive all funds.

  3. Act as custodian of all funds and depost them in a bank or financial institution approved by the Board of Directors.

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

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

  6. Maintain books and ledgers as directed by the Board of Directors.

  7. Prepare financial statements and present such statements to the Board of Directors upon request.

  8. Report the financial status of the Corporation at each Board meeting.

  9. Prepare and file all tax forms required by the Corporation.

 

Section 4.         Secretary.  The Secretary of the Corporation shall:

 

  1. Be  a current dues-paying member of the Corporation and shall be elected by secret ballot of the members of the Corporation at the annual meeting, by a simple majority, for a term of two (2) years, to begin with the end of the meeting at which he/she is elected.

  2. Keep minutes of all meetings of the Board of Directors and membership or designate a recording secretary to do so.

  3. Distribute copies of the minutes of all meetings within thirty (30) days after the meeting.

  4. Maintain a file of the official documents and records of the Conservancy as directed by the Board of Directors.

 

Article IV

Membership and Membership Meetings

 

Section 1.               Requirements of Membership

  1. A Member must be current on dues.

  2. A Member must agree to sign a waiver of liability.

  3. A Member must agree to comply with the policies and mission of the CCC.

  4. An individual's membership may be revoked by decision of the Board of Directors for conduct detrimental to the CCC.

Section 2.               Occurrence of Meetings. 

Meetings of the membership shall be held annually during the month of July. 

 

Section 3.               Notice. 

Notice of all meetings shall be sent to the membership no less than thirty (30) days prior to the meeting.

 

Section 4.               Elections. 

Prior to an annual meeting at which an election for an officer will be conducted, the president shall appoint a nominating committee.  The nominating committee shall be appointed early enough so that they can complete their work at least thirty (30) days before the election is held. 

 

Section 5.               Conduct.

The President shall conduct business according to Roberts Rules of Order, as amended by these By-laws. 

 

Section 6.               Proxies.

 

Members may be represented at a meeting by proxy by giving their written, signed and dated proxy to a member that will be at the meeting.  The written proxy shall mention the specific meeting that it is intended for and name the person that will carry the proxy.  A member represented by proxy shall be considered present for quorum requirements. 

 

Section 7                 Voting. 

 

Approval of motions, other than By-law amendments, will be by a majority vote of those voting, in person or by a proxy, at a regular meeting, with no quorum requirement, unless one-third (1/3) of the members present demand a majority vote of a quorum.

 

Section 8                  Quorum. 

 

A quorum shall consist of no less than one-fourth (1/4) of the current members.   

 


 

Article V

 

Publications

 

Section 1.         Information.

 

 The Conservancy shall publish its information on a website, www.carrollcave.org, and such other publications as deemed necessary for the accomplishment of the Conservancy’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 of Directors.  Fees for publications shall be set by the Board of Directors.  The editor of the website shall appoint his/her own staff subject to the approval of the Board of Directors.

 

 

Article VI

 

Amendments

 

Section 1.         Amendments. 

 

The By-laws of the Conservancy may be amended by a 2/3, two thirds, vote of the membership present at a membership meeting.  Such amendments shall be presented in writing to the Board of Directors at least thirty (30) days prior to the meeting. 

 

ADOPTED BY THE CCC MEMBERSHIP    online Oct. 2005