Kentucky Historical Society of the Blind Bylaws
Article I – Name
The name of this organization shall be the Kentucky Historical Society of the Blind Inc., hereinafter referred to as KHSB.
Article II – Purpose
The Kentucky Historical Society of the Blind is organized exclusively to conduct and support research, education, and informational activities to preserve the history of Kentuckians who are blind or visually impaired, and to increase public awareness of the capabilities and accomplishments of the blind and visually impaired. In pursuit of the foregoing, KHSB may do anything lawful and proper for a nonprofit organization exempt from Federal income taxes under Section 501(c)(3) of the Internal Revenue Code and the Kentucky Revised Statutes Chapter 273.
Article III – Membership
The voting membership of the Kentucky Historical Society of the Blind Inc. shall consist of the Board of Directors. The Board may establish, as it deems appropriate, additional levels of nonvoting supporting, sustaining or honorary memberships, and assign benefits and privileges to each level of membership as it sees fit.
Article IV – Board of Directors
A. The Board of Directors is the governing body of the organization and shall consist of no fewer than seven (7) and no more than fifteen (15) directors, at least one-third (1/3) of whom must be blind or visually impaired. The Board is responsible for overall policy and direction of the organization, and may delegate responsibility of day-to-day operations to volunteers, staff or committees, as appropriate. Board members shall receive no compensation other than reasonable expenses.
B. The Board will meet at least once each quarter, with the times, dates and locations to be determined by the Board. The fourth quarterly meeting of the calendar year shall be designated as the annual meeting of KHSB. Meetings may be held virtually or in person. Written notice of all meetings shall be provided to all Board members at least fourteen (14) days in advance of each meeting. All meetings of the Board of Directors are open to interested parties except when sensitive financial issues or personnel matters require a closed executive session. Upon the conclusion of such session, the President shall announce any decisions resulting from the meeting.
C. The members of the Board shall be divided into three categories as nearly equal in number as may be practical, with the term of office of one category expiring each year. At the first annual meeting of the Board, three categories of directors shall be elected. The directors of the first category shall be elected to hold office for a term expiring at the next succeeding annual meeting; directors of the second category shall be elected to hold office for a term expiring at the second succeeding annual meeting; and the directors of the third category shall be elected to hold office for a term expiring at the third succeeding annual meeting. At each subsequent annual meeting of the Board, the successors to the category of directors whose term shall then expire as set forth above shall be elected to hold office for a three-year term. If the number of directors is changed, any newly created positions or any decrease in positions shall be so apportioned among the categories as to make all categories as nearly equal in number as possible. Each director shall hold office for the term for which he or she is elected or until his or her successor shall have been elected and qualifies for the office, whichever period is longer.
D. Members of the Board need not be residents of Kentucky, and each member shall be eligible for re-election.
E. A president, vice president, secretary, and treasurer will be elected from the Board membership, as provided elsewhere in these bylaws. The president and secretary will be elected in even-numbered years, and the vice president and treasurer will be elected in odd-numbered years. Their duties are as follows:
1. The president will preside at meetings, appoint committees and committee chairs, serve as ex officio member of all committees, represent KHSB when appropriate, and otherwise perform tasks usually assigned to the office.
2. The Vice President will preside at meetings when the President is not available, serve on committees as appointed by the President, and otherwise perform tasks as assigned to the office.
3. The Secretary will take minutes of all meetings of the organization, maintain correspondence records, and otherwise perform tasks as assigned to the office.
4. The Treasurer will maintain membership records, receive funds from various income sources, deposit funds in the organization’s bank account, pay bills upon receipt of proper invoices or as directed by the Board of Directors, present financial reports at organizational meetings, and otherwise perform duties as assigned to the office.
5. The Directors will attend Board meetings, serve on committees as assigned by the President, participate in the discussion and decision-making process, and otherwise perform tasks as assigned to the office.
F. Any member of the Board of Directors who misses three (3) consecutive meetings of the Board may be removed from office by a majority vote of the Board. Said member will be notified in writing at least fourteen (14) days in advance of such pending action, and will be given the opportunity to be heard by the Board prior to any such action.
G. Should a vacancy occur on the Board, except for the office of President, the Board of Directors may elect an individual to serve in the position until the next annual meeting. Should a vacancy occur in the office of President, the Vice President shall succeed to the office of President and will serve until the next annual meeting. The Board will elect a successor to complete a partial term of office, providing that nominations and elections are conducted as stipulated elsewhere in these Bylaws.
Article V – Committees
KHSB standing committees will include development and budget, programs and acquisitions, and nominating and bylaws committees. Other committees may be established as needed by the president or Board of Directors.
Article VI – Procedures
A. In the absence of provisions stated in these Bylaws, all proceedings of this organization shall be governed by Robert’s Rules of Order, current revision.
B. The fiscal year of the Kentucky Historical Society of the Blind Inc. will be January 1 to December 31.
C. Quorum – A majority of the current members of the Board of Directors must be present for the conduct of business at a regular or special meeting of the Board.
D. Elections – The Nominating and Bylaws Committee will present a slate of candidates for each election. All elections are open for nomination of candidates from the floor. Candidates must either be present at the time of the election, or must indicate in writing in advance their willingness to serve. Upon nomination, the candidate must state his/her name, address, and interests.
Article VII – Amendments
Amendments to these Bylaws may be made at the annual meeting of KHSB by a two-thirds (2/3) vote of members present and voting, provided that the proposed amendment be submitted to the Nominating and Bylaws Committee thirty (30) days in advance and that both the original language and proposed amendment be distributed in writing to the Board at least fourteen (14) days in advance of the annual meeting.
Article VIII – Dissolution
Upon dissolution of the Kentucky Historical Society of the Blind Inc., the Board of Directors shall make provision for the payment of all liabilities of the corporation. The remaining assets, if any, shall be distributed for civic, educational, and research purposes which are consistent with the purposes for which KHSB was formed, with the provisions of Kentucky Revised Statutes 273, and with the exempt purposes enumerated in Section 501(c)(3) of the Internal Revenue Code as amended. Any such assets not distributed by the Board shall be disposed of by the Circuit Court of the county in which the principal office of KHSB is then located to such organizations organized and operated exclusively for civic, charitable, educational, religious or scientific purposes as shall at that time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code as amended.
Adopted May 16, 2022
