OVERMOUNTAIN VICTORY TRAIL ASSOCIATION
AMENDED March 18, 2007
ARTICLE
I. NAME
The name of this Association shall be the Overmountain Victory Trail Association, Inc.
The Association is
a nonprofit corporation organized under the laws of the State of
The objectives of the Association shall be:
SECTION I. To recognize the historical significance of
the men and women who in September 1780, assembled at Abingdon, Virginia and
Sycamore Shoals, Tennessee and together marched over the mountains, to be
joined by additional forces from North and South Carolina and Georgia, to go
forth and successfully defeat the British forces at the Battle of King’s
Mountain.
SECTION II. To develop, protect, and promote the route
and associated sites as defined by the Congress of the
SECTION III. To provide for the public’s education and
awareness through presentations, distribution of brochures or other literature,
hikes, tours and continuing research along the routes and at associated sites
commemorated by the Overmountain Victory National
Historic Trail.
SECTION IV. To sponsor an annual reenactment march as the
Board of Directors and general membership determines appropriate.
SECTION V. To cooperate with local, state and federal
governmental agencies and with other local, state and national organizations or
groups to provide for the development, protection and promotion of the Overmountain Victory National Historic Trail.
SECTION VI. To actively and continuously recruit new
members.
The Board of
Directors shall have the authority to organize or otherwise structure the Association
so as to provide for the efficient accomplishment of its objectives.
SECTION I: It shall be a purpose of the Association to assist in
organizing Chapters throughout the Trail corridor. No more than two such Chapters shall exist in
any one County.
SECTION II: Upon the receipt of a petition asking for approval to form a
Chapter signed by 10 or more members in good standing of the Association in the
area. The Association Board of Directors may authorize the petition by A
MAJORITY VOTE OF THE BOARD AND THE signature of the President and Secretary.
SECTION III: When Chapter status has been approved, the Chapter and its
members agree to operate under the bylaws and regulations of the
Association.
SECTION IV: Only the Association members in the Chapter area shall be
eligible for membership in any
SECTION V: No Chapter shall have authority to obligate the Association in
anyway whatsoever, unless authorized by the Association Board of Directors in
writing.
SECTION VI: Each Chapter shall determine its organizational structure,
but must designate the Chairman as its Liaison to the Association Board of
Directors. The Association secretary
will send notices of all THE ASSOCIATION meetings to each chapter Chairman.
SECTION VII: An annual report and financial statement must be submitted
to the Association Board of Directors, to be recorded with the Association tax
filing with the IRS to maintain 501 © 3 status as chartered in the State of
Tennessee. Chapter financial records are subject to audit by the Association
Board of Directors.
The fiscal year of
the Association shall begin on October 1 and end on the following September 30.
SECTION I. Individuals and public or private
organizations or corporations interested in the objectives of the Association
shall be eligible for membership as hereinafter provided.
SECTION II. There shall be four (4) categories of regular
annual membership: individual, family, sustaining, and corporate, and three (3)
categories of special membership: life, supporting, and honorary.
SECTION
IIa.
Individual: Any individual desiring to become a member of the
Association in and individual membership category may do so by application for
such membership. An individual membership shall be entitled to one (1) vote on
all matters submitted to the general membership for a vote.
SECTION
IIb. Family:
Any family desiring to become a member of the Association in a family
membership category may do so by application for such membership. A family
membership shall be entitled to two (2) votes on all matters submitted to the
general membership for a vote if both members are eighteen (18) years of age or
older. (Change made at the annual meeting in 1996)
SECTION
IIc.
Sustaining: Any individual, organization or group desiring to become a
member of the Association in a sustaining membership category may do so by
application for such membership. A sustaining member shall be entitled to only
one (1) vote on all matters submitted to the general membership for a vote.
SECTION IId.
Corporate: Any private corporation desiring to become a member of the
Association in a corporate membership category my do so by application for such
membership. A corporate membership shall be entitled to one (1) vote on all
matters submitted to the general membership for a vote. A "Corporate
Member Certificate" shall be presented to new corporate members.
SECTION IIe. Life: Any individual desiring to become a
member of the Association in a life membership category may do so by
application for such membership. A life member shall enjoy all membership
rights and be entitled to one (1) vote on all matters submitted to the general
membership for a vote. A life membership shall continue for the life of the
member. A “Life Member Certificate” shall be presented to new life members.
SECTION IIf. Supporting: The Board of Directors shall
designate any individuals, private or public organizations or corporations who
lease, donate or otherwise give the Association a vested interest in lands over
which the Overmountain Victory National Historic
Trail or reenactment route may cross, or on which associated campsites or
historic sites may occur, as a supporting member for the duration of the vested
interest agreement. A supporting member shall enjoy full membership rights and
be entitled to one (1) vote on all matters submitted to the general membership
for a vote. A Supporting Member Certificate shall be presented to new
supporting members.
SECTION IIg. Honorary: The Board of Directors shall have
the authority to designate any nonmember individuals, public or private
organizations or corporations who have demonstrated significant support for the
Association’s objectives as an honorary member. An honorary member shall not
have any voting rights. An honorary membership shall continue for the life of
the member. An “Honorary Member Certificate” shall be presented to new honorary
members.
SECTION
III. Regular memberships shall run
concurrent with the fiscal year; from October 1st through September
30th of the following year. The terms of special memberships are as
described in section IIe thru IIg.
SECTION
IV. Any office, Board of Director seat
or general membership shall be terminated by nonpayment of dues, written
resignation, or in special cases, by a majority vote of the Board of Directors
or as otherwise provided for in Article X, Section XI of these Bylaws.
ARTICLE VII. DUES
SECTION
I. The amount of the dues and term of
membership for each category of membership shall be determined by the Board of
Directors.
SECTION
II. Dues shall be payable on or before
October 1st of each year to the Treasurer of the Overmountain
Victory Trail Association.
SECTION
III. Any member who fails to pay his/her
membership dues by November 1st shall be dropped from the active
roles of the Association.
SECTION
IV. Life membership dues shall be
deposited and held in a separate account. The accounts use shall be decided by
a majority vote of a quorum consisting of two-thirds (2/3) of the total life
members. Provided however, that such use must be consistent with the
Associations objectives.
ARTICLE VIII. OFFICERS AND THEIR ELECTION
SECTION
I. The officers of this association
shall consist of a President, Vice-President, Secretary/Treasurer. (Change made
at the 1998 annual meeting)
SECTION
II. Officers shall be elected from the membership by vote of the membership as
the first order of business at the annual meeting.
SECTION
III. Nominees for office must be members
in good standing at the time of their election.
SECTION
IV. Officers shall assume their official
duties at the close of the annual meeting at which they are elected.
SECTION
V. The term of office of the President
shall be two (2) years.
SECTION
VI. The term of office of the
Vice-President shall be two (2) years and shall be elected on alternating years
as the President.
SECTION
VII. The term of office of the
Secretary/Treasurer shall be two (2) years and shall be elected on alternating
years as the President. (Change made at the 1998 annual meeting)
SECTION
VIII. A vacancy occurring in the office
of President shall be immediately filled by the Vice-President.
SECTION
IX. A vacancy occurring in the office of
Vice-President or Secretary/Treasurer shall be filled for the remainder of the
unexpired term by a member elected by a majority vote of the Board of
Directors, notice of such election shall be published in the next Association
newsletter.
ARTICLE IX. DUTIES OF OFFICERS
SECTION
1. The President shall preside at all
meetings of the Association and of the Board of Directors at which he/she may
be present; shall perform all duties ordinarily incident to the office; shall
act as the Association’s representative with any governmental agencies,
individuals or private or public organizations or groups in working to meet the
Association’s objectives; shall perform such other duties as may be prescribed
in these Bylaws or assigned by the officers and committees of the Association
in order that the Association’s objectives may be promoted.
·
The President may issue written
statements on behalf of the Board of Directors and the OVTA showing support
for, or opposition to, projects, festivals, events, publications, public or
private proposals, etc. that affect the objectives of the organization.
·
Such written statements shall be
consistent with the objectives of the organization and may not provide
endorsements of any commercial products, services, events or the like or result
in direct economic gain for any individual.
·
Such written statements shall be
produced on OVTA letterhead (or facsimile) and a copy shall be provided to the
Secretary commensurate with its issuance. The Secretary shall record such
letters in the minutes of the Board of Directors meeting next following.
SECTION
II. The Vice-President shall act as aide
to the President and shall perform the duties of the President in the absence
or disability of that officer to act; shall perform such duties as may be prescribed
in these Bylaws or assigned by the Board of Directors.
SECTION
III. The Secretary shall record the
minutes of all meetings of the Association and the Board of Directors; send out
notices of meetings of the Association and the Board of Directors as required;
shall submit a copy of the minutes of any Directors or annual meeting for
review and approval; shall conduct such correspondence of the Board of
Directors as directed; shall coordinate the preparation and distribution of the
Association newsletter; shall prepare and submit an annual operation budget to
the Board and general membership at the annual meeting for approval; and shall
perform such other duties as may be directed by the Board of Directors.
SECTION
IV. The Treasurer shall collect and keep
the funds and securities of the
Association and shall deposit them in a depository or depositories designated
by the Board of Directors in the name of and to the credit of the Association
and such funds shall be drawn thence on the check of the Treasurer for the
purposes of the Association only.
The Treasurer
shall keep full and accurate account of the treasurer’s receipts and
disbursements in books belonging to the Association. Out of these funds the treasurer shall pay
such funds only as may be ordered by the Association or the Board of Directors,
and shall present a
financial statement at every meeting of the Association and at other times when
requested by the Board of Directors and
shall perform such other duties as the Association or the Board of Directors or
the treasurer’s office may require of the treasurer. The treasurer shall keep a true account of
the receipts and payments, and at each annual meeting shall render a statement
thereof, as well as a full statement of the financial condition of the
Association, when a committee shall be appointed to audit the Treasurer’s accounts. Such audit to be conducted in
accordance with the laws of the state(s) in which chartered.
SECTION
IVa. The Treasurer
shall file, or cause to be filed, all tax and other related returns or forms
that may required by law INCLUDING THE ANNUAL CHARTERING FEE. The Treasurer
will assist in the preparation of an annual budget showing the expected revenue
and expenditures. The treasurer shall render to the President and the Board of
Directors , whenever either of them so requests, an account of all the
transactions as Treasurer, and of the financial condition of the Association.
SECTION
IVb. Notwithstanding
anything to the contrary contained in these Bylaws, any sale or transfer of any
security or real property held in the name of the Association shall be valid
only if signed by the Treasurer and one other officer of the Association.
SECTION
IVc. At least two
officers shall be authorized to write checks.
One Officer can write a check up to, but not exceeding five hundred
dollars (500.00). Two Officers
signatures are required to write a check for any amount over five hundred
dollars (500.00).
SECTION
IVd. In case of
resignation, retirement or removal from office The Treasurer shall give TO THE
PRESIDENT OF the Association, WITHIN TWO WEEKS OF NOTICE, all books, papers, vouchers, moneys, computer
records and other properties of whatever kind in the treasurer’s possession or
under the treasurer’s control belonging to the Association.
ARTICLE X. THE BOARD OF DIRECTORS
SECTION
1. The affairs of the Association shall
be managed by the Board of Directors.
SECTION
II. The directors shall be elected from
the membership at the annual meeting of the Association by vote of the
membership.
SECTION
III. Nominees for Board of Directors
must be members in good standing at the time of their election and must give
their consent to serve prior to assuming their duties.
SECTION
IV. Directors shall assume their
official duties following the close of the annual meeting at which they were
elected and shall serve for a term of two (2) years.
SECTION
V. The President, Vice-President, and
Secretary/Treasurer shall be members of the Board of Directors. The President
shall be chairperson of the Board of Directors.
SECTION
VI. Five (5) members of the Board of
Directors shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the full Board of Directors.
SECTION
VIIa. The
Board of Directors shall consist of a minimum of fifteen (15) and a maximum of
twenty-four (24) directors including a minimum of two (2) directors, separate
from officers, from each state through which the Overmountain
Victory National Historic Trail passes; those state being Virginia, Tennessee,
North and South Carolina.
SECTION
VIIb. Two (2)
additional seats representing the state of
SECTION
VIIc. The
exact number of Board of Director seats shall be determined by a vote of the
Board of Directors.
SECTION
VIIIa. Regular
meetings of the Board of Directors shall be set by the board providing there
are a minimum of at least one meeting held each quarter during the fiscal year.
Special meetings may be called by the President or any two (2) directors. Ten
(10) days minimum written notice shall be given of all meetings of the Board of
Directors. Minutes of the Board of Director meetings shall be published in the
next Association newsletter. All regularly scheduled Board of Director meetings
shall be open to the general membership. This section was amended by membership
vote on March 18, 2007.
SECTION
VIIIb. All
Board members are urged to attend all meetings of the board. The Secretary
shall include in the minutes a record of those board members attending and
those not attending each meeting.
SECTION
IX. The immediate Past-President shall
automatically be a member of the Board of Directors for a two (2) year term.
Should the Past-President resign from the Board of Directors, his/her position my not be filled for the remainder of his/her term.
SECTION
X. Any vacancy occurring in the Board of
Directors shall be filled by the Board of Directors from the general
membership. A director shall be elected or appointed for the unexpired term of
his predecessor in office or for a term commensurate with the terms of those
directors then in office.
SECTION
XI. Any director/officer who fails to
attend two (2) consecutive regularly scheduled meetings of the Board of
Directors may be removed from the Board by a vote of the general membership at
the annual meeting or at a regularly scheduled meeting of the Board of
Directors when such removal has been announced in advance in the Association’s
newsletter.
ARTICLE XI. NOMINATING COMMITTEE
SECTION
I. The Board of Directors shall appoint
a five (5) member nominating committee during the February BOD meeting.
SECTION
II. The nominating committee shall be
selected from the general membership. The chairperson shall be elected by the
members of the nominating committee.
SECTION
III. A minimum of three (3) persons
shall constitute a quorum for the nominating committee.
SECTION
IV. The nominating committee shall
nominate one (1) or more eligible members for each office and directorship to
be filled.
SECTION
V. The chairperson shall report the
nominees to the Board of Directors at the regularly scheduled August Board of
Directors meeting. Announcement of the nominees shall be published in the
Association newsletter prior to the annual meeting.
SECTION
VI. The general membership shall have
full opportunity to make additional nominations for any office or Board of
Director seats open for election from the floor during the annual meeting.
SECTION
VII. Only those persons who have
signified their consent to serve if elected may be nominated for or elected to
such offices or directorships.
ARTICLE XII. COMMITTEES
The
Board of Directors shall create such committees, as it may deem necessary to
accomplish the objectives and carry on the work of the Association. Each such
committee shall have as a member at least one director other than the
President. The chairperson of each such committee shall be appointed by the
President. The President shall be an ex-officio member of all committees except
the nominating committee.
ARTICLE XIII. GENERAL MEMBERSHIP MEETINGS
SECTION
I. There shall be an annual meeting of
the Association, the exact time and place to be decided upon by the Board of
Directors providing that the convenience of the general membership is
considered. (Amended Oct 2, 2004)
SECTION
II. Written or printed notice stating the place, date, day, and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) days
before the date of the meeting, either personally, by phone or mail, or
published in the Association newsletter to each member entitled to vote at such
meeting.
SECTION
III. Special meetings of the general membership of the Association may be
called by the President or any two (2) members of the Board of Directors.
SECTION
IV. Members holding one-tenth (1/10) of
the votes entitled to be cast, represented in person or by written proxy, shall
constitute a quorum for the transaction of business at any meeting of the
general membership. The vote of the majority of the votes entitled to be cast
by the members present or represented by written proxy at a meeting at which a
quorum is present, shall be necessary for the adoption of any matter voted upon
by the members.
ARTICLE XIV. AWARDS
The
Board of Directors, may at their discretion, select a private individual or a
member from any membership category, each year to receive an award for
outstanding achievements in working to further the objectives of the
Association. Such award to be presented during the annual meeting if possible.
ARTICLE XV. ASSOCIATION POWERS
SECTION
I. The Board of Directors shall have the
authority to receive by lease, purchase, gift or donation, bequest or devise,
real or personal property on behalf of the Association.
SECTION
II. The Association shall have the power
to sell real property owned by it as necessary for the transaction of
Association business, such action shall be approved by a majority vote of those
active Association members present at a regular or specially called meeting, upon
such notice as is required by Article XIII of the Bylaws of the Association.
SECTION
III. The Association shall have the
power to borrow money to be used in payment of property purchased by it and for
erecting buildings, making improvements, and for other purposes germane to its
Association objectives, and, secure the repayment of such property, real,
personal, or mixed, as may be owned by it, and it may in like manner secure by
mortgage, pledge, or deed of trust, any existing indebtedness which it may have
lawfully contracted, such action shall be approved by a majority vote of the
Association membership entitled to vote at a regular meeting of the membership
thereof.
SECTION
IV. The Association shall have this
authority to enter into agreements with individuals, public, or private
organizations or groups of corporations for the purpose of securing a vested
interest in the lands over which the Overmountain
Victory National Historic Trail or the reenactment route may cross or on which
associated campsites or historic sites may occur.
SECTION
V. The Association shall have the
authority to enter into agreement with any governmental agency, individual,
public or private organizations or group or corporation for the purpose of
developing, protecting or promoting the Overmountain
Victory National Historic Trail, the reenactment route or any associated
campsites or historic sites.
SECTION
VI. The Board of Directors shall have
the authority to set a fee for participation in the reenactment march. The proceeds
from that fee shall be applied to defray operating expenses of the reenactment
march or to meet the objectives of the Association.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
“Robert’s
Rules Of Order Revised” shall govern the Association in all cases in which they
are applicable and in which they are not in conflict with the Bylaws or the
Articles of Incorporation.
ARTICLE XVII. AMENDMENTS
These
Bylaws may be amended at any annual or special meeting of the Association’s
general membership by a two-thirds (2/3) vote of the votes entitles to be cast
by the membership present, or represented by written proxy, at a meeting at
which a quorum is present, provided that written notice of the proposed
amendment (s) shall have been given each member at least ten (10) days prior to
said meeting by mail or by being published in the Association newsletter and
that the amendment has been approved by the Board of Directors.
Amendments
to these Bylaws approved at the March 18, 2007 annual meetings of the
membership, and previous amendments in 1996, 1998, 2000 and 2004.