Bylaws of Chestnut Ridge Cousins

The Chestnut Ridge Cousins, Inc.

Organizational By-Laws

Article I.  Name

This organization shall be known as The Chestnut Ridge Cousins and herein referred to as the Association.

Article II.  Exempt Activities

Notwithstanding any other provision of these Bylaws, no member, director, officer, employee, or representative of this association shall take any action or carry on any activity by or on behalf of the association not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c) (2) of such Code and Regulations as they now exist or as they may hereafter be amended.

Article III.  Membership

Section 1.  Active membership shall include those persons that have paid their dues as of October of each year.

Section 2.  Executive Board.  Honorary status implies the member’s dues are waived.

Section 3.  There is no restriction to or qualification based on race, sex or national origin for membership.

Article IV.  Meetings

The Chestnut Ridge Cousins will hold an annual reunion meeting, the date(s) and place to be determined by the Officers.

Article V.  Fiscal Year

The fiscal year of the Association shall date from July 1 and will end June 30th.

Article VI.  Government

Section 1.  The government of the Association shall be a vested Board of members:  President, Vice President, Secretary, Treasurer, Historian, and Reunion Registrar.  The outgoing President or Vice President shall serve as advisor to the Board.

Section 2.  The Officers of the Association shall be elected for a 2-year term and can serve no more than two (2) consecutive terms to the same office.  The Board will appoint the committee chairpersons for the same term as the Officers.  The regular term of office shall begin immediately following the annual reunion meeting.

            Article VII.  Duties of the Officers:

Section 1.  The President shall:

A.  Preside at the meetings of this Association and of the Board.

B.  Appoint committees subject to the approval of the Board.

C.  Prepare and read at each annual meeting a report of the work for the year.

D.  Approve bills before the Treasurer makes payment.

E.  Keep the Board informed of Association affairs.

F.  Plan and organize the program of the annual reunion meeting in conjunction with the officers.

G.  Information is to be mailed to Registrar by February 15.

H.  Authorized to execute documents.

Section 2.  The Vice-President Elect shall:

A.  Serve this Association in whatever capacity designated by the President.

B.  Assume duties of the President in the event of the latter’s inability to serve.

C.  Assume the role of President at the end of the current term.

D.  Be responsible for annual reunion.  The site should be decided and secured two (2) years in advance.

Section 3.  The Secretary shall:

A.  Record and keep the minutes of the annual reunion meeting and of the Executive Board.

B.  Notify Officers of their election and members of their committee appointments.

C.  Notify Officers of the Board of meetings thirty (30) days in advance.

D.  Send copies of correspondence and information regarding Association general business to the President.

E.  Keep an up-to-date list of members and their addresses (current and past).

F.  Prepare and present minutes at the annual reunion meeting or upon request of the Board.

            Section 4.  The Treasurer shall:

A.  Receive monies, pay bills and disburse funds of the Association.

B.  Deposit funds as designated by the Board.

C.  Keep an accurate alphabetical list of active members and status of their accounts.

D.  Prepare and give a financial report at the annual reunion meeting and at the request of the Board.

Article VIII.  Quorums

A majority of the officers shall constitute a quorum at any meeting of the Board.

Article IX.  Vacancies

Section 1.  The Board shall fill any vacancy occurring on the Board, with the exception of the President.  The member selected shall serve until the next election.  In the event of a vacancy in the office of the President, the Vice President shall become President and the Board shall appoint another Vice President to serve until the next regular election.

Section 2.  In the event of vacancies occurring in committees, the President shall appoint members to fill such vacancies subject to approval of the Board.

Article X.  Finance

The annual dues shall be fifteen dollars ($15) per year for each household.  This amount shall be due July 1. 

Article XI.  Standing Committees

Section 1.  Nominating Committee:

A.  Shall consist of three (3) active members of the Association, one of who is a former Officer.

B.  A slate of officers will be prepared by the committee.

C.  Nominees will be notified by the committee, and upon verbal acceptance by the nominee, will place the nominee on the slate.

D.  Committee chair will submit the slate at the annual reunion meeting in the appropriate year.

Section 2.  Reunion Registration Committee:

A.  Shall consist of at least three (3) members, the Chairperson to be appointed by the President.

B.  Prepare all necessary papers and forms for the attendees:

                1.  Registration forms

                2.  Name tags

                3.  Reunion packets with program, maps, etc.

C.  Be provided with $500 from the treasury for operating expenses, to be repaid from the registration funds.

D.  Create a registration form including all information pertaining to registration, lodging and cost, to be mailed by March 1.

E.  Keep an accurate list of the registrants and forward the registration monies to the Treasurer.

F.  Give a verbal report at the annual reunion meeting and submit a final financial statement to the Board within six (6) weeks following the meeting.

            Section 3.  News Journal/Membership Committee shall:

A.  Be comprised of three (3) members, the chair appointed by the Board.

B.  Research and gather family news for submission to the news journal.

C.  Canvass family members for materials on their genealogy for publication.

D.  Keep a record of new members, general membership and deaths, births, etc., providing copies to the Treasurer and Historian.

E.  Prepare and mail news journal, which is to include the annual membership list, membership invoice and reunion reminder.

F.  Answer and/or refer questions on genealogy forms to proper sources.

G.  Respond to membership inquiries.

Section 4.  Publicity Committee shall:

A.   Be comprised of three (3) members, the Chair appointed by the President.

B.  Seek ways to further publicize the Association through periodicals, web sites, genealogy society meetings, historical societies and other organizations.

C.  Help in the creation of a national census as outlined in the Charter.

D.  Canvass for new membership in the Association.

E.  Provide Board and other committee chairs with list of new members not already submitted.

F.  Give a report at the annual meeting.

Section 5.  Other Committees:

The President, with the approval of the Board, shall appoint committees as they become necessary to carry on the work of the Association.  Such committees shall be dissolved on completion of assigned tasks and upon submission of a full committee report to the President.

Article XII.  Amendments

A.  A proposed by-law amendment, other than submitted by a majority vote of the Executive Board, shall be submitted to the Executive Board stating the proposed change, supported by a petition signed by twenty-five (25) active members.  Such petition shall be submitted at least ninety (90) days prior to the annual reunion meeting.

            B.  The by-laws may be adopted or amended at any annual reunion meeting of the Association by a two-thirds (2/3)             majority of those present and qualified to vote.  <>           

            Article XIII.  Voting
             Only active members shall be eligible in elections and voting.  The President shall determine the method of voting.

Article XIV.  Not-for-Profit Organization Dissolution.         

            In the event of dissolution, no Officer or individual member of the Association shall be entitled to share in the                         distribution of assets of the Association but such assets shall be donated, transferred, delivered and conveyed to                     worthwhile charity or other not-for-profit organization at the discretion of the Board.  

            Article XV.  Association Expenses

Expenses incurred by committees for furthering the work of the Association shall be reimbursed from the treasury upon submission of receipts documenting expense and approved by the President.

            Article XVI.  Parliamentary Procedure

           Robert’s Rule of Order - Revised shall be the authority for the Association unless otherwise specified in the By-Laws.

            Order of Business:

A.  Call to Order

B.  Establishment of Quorum

C.  Reading of Minutes

D.  Treasurer’s Report

E.  Report of Officers

F.  Report of Committees

G.  Unfinished Business

H.  New Business

I.   Announcements

J.   Program

K.   Adjourn

Proposed for adoption by the CRC Executive Board and members June 12, 2004.      

Articles of Incorporation


The Chestnut Ridge Cousins, Inc.

We hereby associate to form a non-stock corporation under the provisions of Chapter 10 to Title 13.1 of The Code of Tennessee and to that end set forth the following:

Article 1.  Name

The name of the corporation is The Chestnut Ridge Cousins, Inc.

Article 2.  Duration

The period of duration is perpetual.

Article 3.  Purposes

The purpose or purposes for which the corporation is organized are:

1.  General Purposes.  To operate exclusively for religious, charitable, scientific, literary or educational purposes, or for the prevention of cruelty to children or animals, including but not limited to receiving contributions and paying them over to one or more organizations (other than organizations testing for public safety) described in Section 501 (c), and exempt from taxation under Section 501 (a), of the Internal Revenue Code, as now in force or afterwards amended.

2.  Ancillary Purposes.  To do and engage in all lawful activities that are in furtherance of one or more of the general purposes of the corporation, including:          

            a.  Research in depth the history and genealogy of the Chestnut Ridge families; collect, assemble, and preserve                         records for future generations.

            b.  Take a census to identify all Prosser and other family members in the U.S. and abroad.

c.  Identify libraries, institutions and organizations available to individual family members for researching their direct lineage.

d.  Publish and disseminate an annual newsletter to report updated genealogical findings and history, as well as current news, in order to provide an ongoing communication link with Chestnut Ridge family members.

            e.  Encourage the publication of all new family information of historical and genealogical interest.

f.  Preserve Chestnut Ridge family history, resources, and artifacts by selecting appropriate libraries and museums as perpetual repositories for these records.

g.  Reunite Chestnut Ridge family members on a regular basis at family reunions, historical tours, and other special occasions to share family history and experiences and to educate younger generations of their Chestnut Ridge heritage.

3.  Statutory Powers.  To have and exercise the general powers specified in Article 2 of the Tennessee Non-Stock Corporation Act.

Article 4.

The members of the corporation consist of the persons signing the Articles of Incorporation and such other persons as the members may elect by a vote of a majority of all dues-paying members of the corporation, at any annual or special meeting of the members.

2.  There is one class of membership and all members have an equal vote.  There is no restriction to or qualification (such as race or sex) for membership.

3.  The rights of a member consist of the rights to attend, speak and vote at any meeting of the corporation or to inspect any materials pertaining to its functions and operations.

4.  The right of a member to vote shall cease on termination of his membership.  No member shall be entitled to share in the distribution of the corporate assets upon dissolution of the corporation.

Article 5 Officers

The Officers of the corporation are to be selected annually by a majority of the votes of the members, voting either in person or by proxy, of the corporation, at the annual meeting.  Officers cannot serve more than two consecutive terms.

Article 6.  Restrictions

The following additional provisions are inserted for the regulation of the affairs of the corporation:

1.  Legislative and Political Activities.  No substantial part of the activities of the corporation shall consist of attempting to influence legislation by propaganda or otherwise, or directly or indirectly participating in, or intervening in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

2.  Distribution of Assets on Dissolution.  Upon dissolution of the corporation, its remaining assets, if any, shall be distributed to one or more organizations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, as now in force or afterwards amended, as the Trustees of the corporation shall determine.

3.  Prohibited Transactions.  The corporation shall not engage in any of the prohibited transactions described in Section 501 (c) of the Internal Revenue Code, as now in force or afterwards amended.

4.  Accumulation of Income.  The corporation shall not unreasonably accumulate income within the meaning of Section 504 of the Internal Revenue Code, as now in force or afterwards amended.

5.  Trade or Business.  The corporation shall not be operated for the primary purpose of carrying on an unrelated trade or business as defined in Section 513 of the Internal Revenue Code, as now in force or afterwards amended.

6.  Distribution of Earnings.  No part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individual within the meaning of Section 501 (c) (3) of the Internal Revenue Code, as now in force or afterwards amended.

7.  Compensation.  No compensation shall be paid to any member, officer, director, trustee, creator or organizer of the corporation or substantial contributor to it except as a reasonable allowance for services actually rendered to or for the corporation.

8.  Public Purpose.  The corporation is organized to serve public interests.  Accordingly, it shall not be operated for the benefit of private interests, such as contributors to or shareholders of the corporation, or persons controlled directly or indirectly by such private interests.

Article 7.  Registered Office and Agent

The post office address of the initial registered office is 100 Public Sq N, Shelbyville, TN 37160.  The name of the city in which the initial registered office is located is Shelbyville, Tennessee.  The name of its registered agent is Jody Lambert, who is a resident of Tennessee and who is a Tennessee Licensed Attorney at Law and Member of the Tennessee State Bar and whose business address is the same as the registered office of the corporation.

Article 8.  Indemnification/Liability

The corporation shall indemnify, to the fullest extent permitted and required by the Tennessee Non-Stock Corporation Act, as such Act exists now or may hereafter be amended, its Directors and Officers who are made a party to any proceeding by reasons of their office for acts or omissions performed in their official capacity.  There shall be no liability for the acts or omissions of any Officer or Director of the corporation in any proceeding brought by or in the right of the corporation or brought by or on behalf of the members (or member) of the corporation, if any, unless otherwise provided by the laws of the State of Tennessee, arising out of any single transaction, occurrence, or course of conduct pursuant to Section of the Code of Tennessee, as it may be amended from time to time.

Sherry S. Finchum, Incorporator

Chestnut Ridge Cousins
206 E. Franklin St.
Shelbyville, TN  37160