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By-Laws as Revised October 2006
ARTICLE I
NAME
Section 1.1 The organization shall be known as the Covington-Cincinnati Suspension Bridge Committee, Inc. Said Organization shall be incorporated under nonstock, non-profit corporation laws of the
ARTICLE II
PURPOSE
Section 2.1 The original and on-going purpose of this committee is to furtherPatriotism by the continuous display of the 50-star Flag of the UnitedStates of
Section 2.2 A second purpose, that is given equal importance by the Committee, is ensuring the preservation and enhancement of the Bridge, as well as promoting public awareness of the Bridge’s historic and engineering significance. An example of the enhancement activities of the Committee is the decorative lighting added to the structure in 1984.
Section 2.3 The Suspension Bridge was listed in the National Register of Historic Places by the United States Department of the Interior on May 15, 1975. It is designated as a National Historic Landmark.
Section 2.4 The Bridge was designated as an Historical Civil Engineering Landmark in April 1982.
Section 2.5 The
ARTICLE III
FUNDING
Section 3.1 Monies for the purchase, repair or flying of the Flags and maintenance of decorative lighting, shall be by dues, donations, Memorial Funds, gifts, fund raising events or by any other means permitted non-profit patriotic organizations under the laws of the Commonwealth of Kentucky.
Section 3.2 Funds donated as Memorials or “In Appreciation” shall be accepted and recognized by an appropriate letter of appreciation to the donor from the Corresponding Secretary.
ARTICLE IV
MEMBERSHIP
Section 4.1 Charter: Members whose dues were paid on or before
Section 4.2 Active: Members whose dues are paid before May 1, of each calendar year shall be known as Active members. Dues are to be sent out in January. The membership year runs May 1 through April 30.
Section 4.3 Life: The CCSBC rolls include some Life members. Life memberships are no longer available. Life members are considered as Active members on a continuing basis. Each Past President shall be granted Life Membership, and, hopefully, will make a donation to the Committee in lieu of yearly dues.
Section 4.4 Categories: Any person who donates $100 up to $499 to the Organization shall be known as a Patron; $500 up to $999 as a Flag Bearer; $1,000 and above as a Lamplighter.
Section 4.5 Honorary: Any person in the public or private sector that the Executive Board votes unanimously to endorse shall be made an Honorary Member. Such person shall receive a certificate so designating from the Corresponding Secretary.
ARTICLE V
DUES
Section 5.1 The dues for an Active Member shall be set by the Board, payable to the Membership Chairperson, on or before May 1 of each calendar year.
Section 5.2 Membership Cards: Upon receipt of member’s dues, from an Active Member, the Membership Chair shall issue a Membership Card to said Member.
ARTICLE VI
EXECUTIVE BOARD
Section 6.1 The Officers of the Corporation shall be a President, First Vice President, Second Vice President, Recording Secretary, Treasurer, Corresponding Secretary and Historian, whose term of office shall be two ( 2 ) years, There shall be nine ( 9 ) Directors whose term of office shall be for three ( 3 ) years.
Section 6.2 Three ( 3 ) Directors shall be elected each year for a three ( 3 ) year term.
Section 6.3 The Officers and Directors together with the Immediate Past- President, shall compose the Executive Board. The terms “Board” and “Executive Board” denote the same body, and may be used interchangeably.
Section 6.4 The property, affairs, business and concerns of the Committee shall be invested in the Executive Board. The Members of said Board shall, upon election, immediately enter upon the performance of their duties and shall continue until their successors shall be duly elected and installed. They may suspend or remove any Member with just cause and conduct business in accordance with the By-Laws.
Section 6.5 Any vacancies that may occur among the Officers or the Directors by reason of death, resignation or otherwise, may be filled by the Executive Committee.
ARTICLE VII
BOARD MEETINGS
Section 7.1 Regular: The Regular Board Meetings shall be held the third Monday of the month at least ten ( 10 ) times per calendar year; January through May and July through November. The date, time and place, either in or out of the
Section 7.2 Special Meetings: Special Meetings may be called by the President, within or without the
Section 7.3 Voting: Each Board Member, Past President and Chair Person shall have one vote for each matter submitted to the Members for their vote, consent, waiver, release or other action.
Section 7.4 Proxies: No proxy votes shall be permitted at any meeting.
Section 7.5 Ex-officio: The President is a member ex-officio of all committees except the Nominating Committee. Past Presidents may attend Board Meetings as Ex-Officio Members.
Section 7.6 Eight ( 8 ) Board Members shall constitute a quorum at Executive Board Meetings.
Section 7.7 Members of the Committee are welcome to attend any and all Board meetings.
ARTICLE VIII
DUTIES OF OFFICERS
Section 8.1 The President shall preside at all Board Meetings and any meetings of the total membership. He/She may appoint any committee deemed necessary. The President shall make certain the Flags are flying on the Bridge. The President shall sign all Certificates of Appreciation. If at all possible the office of President shall alternate between the State of
Section 8.2 The First Vice President shall perform all the duties of the President in this Officer’s absence or disability.
Section 8.3 The Second Vice President shall perform all the duties of the President in case of the absence or disability of the President and First Vice President. The Second Vice President shall arrange and contact Members for meetings and special events.
Section 8.4 The Recording Secretary shall keep minutes of all proceedings of Board Meetings and any General Meetings in a bound book and distribute copies to the Members of the Board via e-mail and hard copies at the following Board Meeting.
Section 8.5 The Treasurer shall receive all monies and be in charge of all securities; receive payment of dues and donations from any source; pay all bills after authorization by the Executive Board for any invoices over $500; file a 990 Form with the Internal Revenue Service; file required forms with the Commonwealth of Kentucky. The Treasurer shall be bonded and co-sign checks with the President or one other designated officer. The Fiscal Year shall begin May1 and end April 30 of each calendar year. The Treasurer shall present the books for audit at the end of each fiscal year.
Section 8.6 The Corresponding Secretary shall keep all correspondence and write all letters at the direction of the President and shall perform all such duties as may be required by the Members or Officers. The Corresponding Secretary shall make and keep records of current events and publicity that may have occurred as a result of this Organization during the current year to be turned over to the incoming Corresponding Secretary at the end of the term of office and made available as necessary for reference.
ARTICLE XIII (Cont’d)
DUTIES OF OFFICERS
Section 8.7 The Historian shall maintain and keep all the records of the Board regarding historic memorabilia related to the Bridge and its Committee and make same accessible to Board Members for event use and public relations.
Section 8.8 All records, supplies and materials pertaining to an Officer or Chairperson must be turned over to newly installed Officers at the installation ceremonies.
Section 8.9 The following Committee Chairpersons shall be appointed by the President:
1. Membership Chairperson to maintain current membership lists, to promote membership and supply the President and Board with a list of Members whose dues are paid. 2. Public Relations Chairperson to notify newspapers of general meetings and special events. 3. Bridge Maintenance and Beautification Chairperson to be responsible for overseeing maintenance and the beauty of the Bridge.
ARTICLE IX
ELECTIONS
Section 9.1 Nominating Committee: A Nominating Committee consisting of three ( 3 ) Members shall be chosen no later than the March meeting. The President shall appoint one ( 1 ) Member of said Committee. The remaining two ( 2 ) Members shall be voted from the floor. The Committee shall vote its own Chairperson. They shall present a slate of Officers and Directors no later than May except on the calendar even year, when only the names of three ( 3 ) Directors shall be presented.
Section 9.2 Elections: Election shall be by voice vote by those Members in good standing, present and voting at a Meeting no later than May. Installation shall be at the close of the September business Meeting.
Members shall be reminded with their dues statements that the annual election will be part of the May Board Meeting.
Section 9.3 Qualification: In order to qualify for an elected office a Member must have paid dues for the coming year no later than the May Meeting of said year.
Section 9.4 Requirements: Officers and Directors are required and expected to attend fifty five percent ( 55% ) of Meetings per yearly term to fulfill the obligation of their office and to help assure a quorum at Board Meetings.
ARTICLE X
INDEMNIFICATION
Section 10.1 Each person who is or was an Officer or Director of the Corporation (including heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the full extent permitted by the non-profit Corporation law of the Commonwealth of Kentucky, against any liability, cost or expense arising out of his status as an Officer or Director.
ARTICLE XI
ORDER OF BUSINESS
Section 11.1 The Order of Business shall be:
1. Invocation 2. Pledge of Allegiance to the Flag of the 3. Introduction of Guests 4. 5. Treasurer’s Report 6. Committee Reports 7. Unfinished Business 8. New Business 9. Program (when scheduled) 10. Adjourn
ARTICLE XII
DISSOLUTION
Section 12.1 Authority: If deemed advisable by the Members, the Corporation may be dissolved pursuant to the applicable provisions of the Corporation Laws of the
Section 12.2 Distribution of Assets: Upon the dissolution of the Corporation, the Executive Board shall, after paying all the liabilities of the Corporation, dispose of the assets of the Corporation by donating same to a patriotic or historical organization actively interested in the historic preservation of the Suspension Bridge.
ARTICLE XIII
AMENDMENTS
Section 13.1 These regulations, other than Article XII, may be altered, amended, repealed, or new regulations may be adopted at any Meeting of the Board, provided notice in writing is given at least ten ( 10 ) days prior to such Meeting, by the affirmative vote of a majority of the Members present and voting at such Meeting.
Section 13.2 Standing Rules: Standing rules may be added as deemed necessary by a majority vote of the Executive Board, provided said action in no way conflicts with the foregoing By-Laws nor the laws governing actions of an organization incorporated for non-profit in the Commonwealth of Kentucky.
Approved and adopted by the Executive Board of CCSBC |
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