The Higdon Family Association, Inc.

Revised
October 13, 2001

Bylaws of The Higdon Family Association, Inc.

1. Purpose: The purpose of the Higdon Family Association shall be to unite those persons with an interest in the history and genealogy of the Higdon family; to encourage Higdons and Higdon descendents to develop an interest in and educate themselves in their family heritage; to assemble and publish a source of genealogical, historical, and educational material for use by the members of this Association in their furtherance of the history and genealogy of the Higdon family.
   
   
2. Eligibility of Membership: Applicants for Regular Membership shall be at least eighteen years old. The Board of Directors of the Association shall review, approve or disapprove all applications for membership. The Treasurer shall issue a membership receipt at the time of acceptance, provided payment of the specified dues has been received. Your spouse and children under eighteen years old are included in the membership dues. A person under eighteen years of age whose parent is not a Regular Member of the Association may become an Associate Member upon acceptance of the application for membership and payment of the specified dues.
   
   
3. Voting: All Regular Members in good standing shall be entitled to vote on all matters brought before the Association.
   
   
4. Eligibility to be Officer or Director: Any Regular Member in good standing shall be eligible to hold elective office in the Association.
   
   
5. Term of Office: The President, First Vice-President, Second Vice-President, Third Vice-President, Secretary and Treasurer shall serve one-year terms. The four at-large members of the Board shall serve two and one year terms as determined by the Board of Directors and approved by the membership at the annual meeting of the Association. The President shall not serve a successive term of office. Officers and Directors shall take office at an appropriate session of the regular annual meeting at which they are elected and shall hold office until their successors have been duly elected.
   
   
6. Vacancies: Whenever a vacancy occurs in the office of President, it shall then become the duty of the Board of Directors to decide, in accordance with the amount of time remaining before the next general election, to either nominate two candidates for the office of President and put these to a vote of the Regular Membership, or wait until the next regularly scheduled election to nominate candidates to fill the vacancy of President. The First Vice-President shall assume the duties of the President until the office is filled by election. Whenever a vacancy occurs in the office of First Vice- President, Second Vice-President, Third Vice-President, Secretary, Treasurer, or At- large Director, the Board shall appoint a regular member of the Association to fill the vacancy for the remainder of the existing term.
   
   
7. Board Meetings: The Board shall meet at least once each year, upon the call of the President. The President shall chair the Board of Directors. The President shall select a date and place, convenient for the majority of the members of the Board, and shall instruct the Secretary to notify, by mail, all members of the Board of Directors of said meeting and notice shall be mailed at least ten days prior to said meeting.
   
   
8. Special Meetings: A special meeting of the Board of Directors may be called by the President, by the Executive Committee, or by a simple majority of the Board of Directors. Any and all business may be transacted at a special meeting. Each call for a special meeting shall state the business to be transacted and the time and place of such meeting. All members of the Board of Directors shall be notified of the special meeting by regular first class mail, telephone, electronic mail, facsimile, or telegraph at least ten days prior to the time of such meeting.
   
   
9. Quorum: A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. The percentage of the Regular Membership of the Association present at any meeting shall constitute a quorum for the transaction of business at any meeting of the Association, and the concurrence of a simple majority of those present and voting on any matter before the Association shall be necessary for its determination.
   
   
10. Management of Business: The Board of Directors shall have general supervision and control of the affairs of the Association and shall make all rules and regulations not inconsistent with law or with these Bylaws for the management of the business of the Association and the guidance of members, officers, agents and/or employees of the Association. The Board of Directors shall keep proper records of all business transactions.
    
    
11. Audits: The Board of Directors shall submit to the regular members of the Association an accurate report of the disbursements and receipts for the year, at the annual meeting. The Board of Directors may secure the services of a competent auditor or accountant to audit the accounts of the Association and render a report in writing.
    
    
12. Depository of Funds: A bank account for The Higdon Family Association, Inc. shall be opened by the Treasurer, and all receipts shall be therein deposited.
    
    
13. Executive Committee: The Board of Directors shall have the power to establish an Executive Committee to consist of five members of the Board of Directors, these being the President, the Secretary, the Treasurer, and two other members of the Board who are elected by the Board, to transact matters specifically prescribed by the Board of Directors, and these duties and powers shall be subject to the general direction, approval and control of the Board of Directors.
    
    
14. Meetings of the Executive Committee: The Executive committee shall meet upon call of the President or upon call of a majority of the members of the Executive Committee. The President shall notify the members of the Executive Committee of the time and place of each meeting.
    
    
15. Duties of the President: The President shall
    • preside over all meetings,
    • call meetings of the Board of Directors and the Executive Committee,
    • perform all acts and duties usually performed by an executive and presiding officer,
    • and sign all papers of the Association that the Board of Directors authorizes or directs the President to sign, provided, however, that all checks shall be signed by the Treasurer or the member of the Board of Directors designated by the Board.
    • The President shall perform such other duties as may be directed by the Board.
    
    
    
16. Duties of the Vice-Presidents:
    • In the absence of the President, the First Vice-President shall perform the duties of the President.
    • In the event of a vacancy in the office of President, the First Vice-President shall assume the duties of the President until a new President is elected.
    • In the event that neither the President nor the First Vice-President is in attendance at a meeting of the Board of Directors or the Association, and if a quorum is present, the Second Vice-President shall preside.
    • In the event that neither the President, the First Vice-President, nor the Second Vice-President is in attendance at a meeting of the Board of Directors, the Third Vice-President shall preside.
    • All Vice- Presidents shall serve as members of the Board of Directors and shall perform such duties as are assigned by the President.
    
    
    
17. Duties of the Secretary:
    • The Secretary shall keep a complete record of all meetings of the Association, the Board of Directors, and the Executive Committee and shall have general charge of the records of the Association.
    • The Secretary shall distribute the record of the Association's annual meeting within 45 days to the President, immediate past President, First Vice-President, Newsletter Editor, and Historian.
    • The Secretary shall serve all notices required by law and these Bylaws and shall make a full report of all matters and business pertaining to the office of Secretary at the annual meeting.
    • The Secretary shall make all reports required by law and shall perform such other duties as prescribed by the Board of Directors or the Executive Committee.
    • Upon the election of a successor, the Secretary shall turn over all property belonging to the Association to said successor.
    
    
    
18. Duties of the Treasurer:
    • The Treasurer shall maintain a roster of all members.
    • The Treasurer shall furnish the members of the Board of Directors with an accurate report of disbursements and receipts of the Association at each regular and special meeting of the Board of Directors, or in the absence of meetings, a report of disbursements and receipts shall be made to the members of the Board of Directors annually.
    • The Treasurer will receive and account for all monies of the Association and make full a report of receipts and disbursements to the regular members of the Association at its annual meeting.
    
    
    
19. Committees: The President, with the advice and consent of the Board of Directors, shall have the power to appoint such special and standing committees as are necessary to carry out the purpose of the Association, and to assign tasks to said committees.
    
    
20. Annual Meeting: The annual meeting shall be held each year at a date and place determined by the Board of Directors. Each member of the Association shall be mailed a notice of the annual meeting at least thirty (30) days prior to the annual meeting.
    
    
21. Special Meetings of the Association: Special Meetings of the Association may be called by the Board of Directors. Each member of the Association shall be given notice of the special meeting by mail, electronic mail, facsimile, telephone, or telegraph, at least ten (10) days prior to such meeting.
    
    
22. Meeting Notices: All meeting notices shall state the time and place and purpose of the meeting being called. Any and all business may be transacted at the annual meeting and at any special meeting.
    
    
23. Seal: The seal of the Association shall contain these words: The Higdon Family Association, Inc.
    
    
24. Fiscal Year: The fiscal year of the Association shall be established by the Board of Directors by resolution, and in the absence of such resolution the fiscal year of the Association shall commence on the first day of July and end on the last day of June of the next year.
    
    
25. Books and Records: All books and records kept by any officer may be inspected by any member, the member's agent or attorney, for any purpose at any reasonable time during regular business hours. Any and all property or records belonging to the Association held by an officer or director shall be turned over to the successor in office or to such other person as may be authorized by the Board of Directors.
    
    
26. Removal from Office: Any officer or director may be removed from office by a majority vote of the Regular Members of the Association.
    
    
27. Parliamentarian: The President of the Association, with approval of the Board of Directors, shall each year appoint a member of the Board of Directors to serve as parliamentarian at the meetings of the Association. Decisions by the parliamentarian shall be in accord with "Robert's Rules of Order."
    
    
28. Historian: The President of the Association, with the approval of the Board of Directors, shall each year designate a member of the Association who shall maintain pertinent historical records of the activities of the Association to be turned over to the successor following the annual meeting. The Historian may attend meetings of the Board of Directors but shall not vote on resolutions or other business matters considered by said board.
    
    
29. Newsletter Editor: The President of the Association, with the approval of the Board of Directors, shall each year designate a person or persons responsible for the publication and distribution of the Higdon Family Newsletter. The Newsletter Editor may attend meetings of the Board of Directors but shall not vote on resolutions or other business matters considered by said board.
    
    
30. Technologist: The President of the Association, with the approval of the Board of Directors, shall each year designate a person or persons responsible for the creation and maintenance of the Association's digital information. The Technologist may attend meetings of the Board of Directors but shall not vote on resolutions or other business matters considered by said board.