ByLaws
ByLaws Amended Through September 2021
By-Laws of the Roark-Conner Association
ARTICLE I: NAME AND OBJECTIVES
Section 1.
This organization shall be known as the Roark-Conner Association, referred to in the rest of these by-laws as the Association. The organization shall also be known as the Roark-Conner Reunion. It shall be a non-profit organization.
Section 2.
The major objectives of the Association are to develop, communicate, and advance the knowledge of the Roark and Conner families ancestry and to encourage the association among all descendants. To encourage the genealogical research of the families. To encourage the publication of family genealogical and historical data. To promote the collection and preservation of the early family related records and artifacts related to the Roark and Conner families.
ARTICLE II: ADOPTION OF BY-LAWS
Section 1.
Adoption of these by-laws shall be accomplished through a written ballot mailed to all persons/families currently on the mailing list for the Newsletter as of March 31, 1994. These by- laws shall be considered approved and adopted if a majority of ballots returned indicate a vote in favor.
ARTICLE III: NON-PROFIT ASSOCIATION
To confirm the non-profit purpose, the Roark-Conner Association was not organized, has not been operated, nor shall it be operated for financial gain or profit. No part of its earnings, if any, shall ever be used to benefit any member or members. Reimbursement of actual expenses incurred on behalf of the Association for which properly authorized and duly executed vouchers (receipts attached) are approved by the President and Treasurer is allowed. Records of such expenditures shall be maintained in the fiscal records of the Association. Nor shall said Association carry on any type of propaganda, political activity, or attempt to influence legislation. Further, said Association shall have authority to accept gifts, bequests and/or contributions. All income received by the Association, after deducting necessary expenses, shall be fully expended in accordance with these by-laws.
ARTICLE IV – MEMBERSHIP
Section 1.
Membership in the Roark-Conner Association shall be open to any person interested in promoting the objectives stated in Article I. Membership shall be terminated for non-payment of dues as herein specified.
ARTICLE V – DUES AND FISCAL PERIOD
Section 1.
The classes of membership of the Association shall be:
Individual
Family (living in the same residence)
A member failing to pay dues within sixty (60) days shall be declared “Not in Good Standing” and failing to pay dues for one year shall be declared delinquent and dropped from membership for non-payment of dues. Such dropped members may be re-instated after paying the current years dues.
Section 2
The fiscal year of the Roark-Conner Association will begin January 1 and end December 31. Accordingly, the annual dues of the association membership will run from January 1 through December 31.
Section 3
The Board of Directors may waive the payment of dues in the case of hardship by any individual member and the member or members for which dues have been waived by the Board of Directors for hardship reasons, shall remain a member or members in good standing.
ARTICLE VI – OFFICERS
Section 1
The officers of the Association shall be: President, Vice-President, Secretary, Treasurer, and shall be elected by the membership.
Section 2.
The term of office for elected officers shall be one year. The President shall be ineligible to serve more than three consecutive years. Officers shall be elected and installed at the annual meeting (reunion) established by the Directors. They will assume the duties of their respective officers January 1 and continue in office until December 31.
Section 3.
Should a vacancy occur in any of the elected officer positions during the officer’s term for which elected, that vacancy shall be filled by the Board of Directors by appointing an Association member as designated by majority vote of all Board members present at a regularly scheduled meeting of the Board.
ARTICLE VII – DUTIES OF OFFICERS
Section 1.
The President shall preside at all meetings of the Association and the Board of Directors; shall call special meetings of the Association and the Board of Directors when necessary; shall be ex- officio member of all committees except the Nominating Committee; and shall appoint committees from time to time as may be considered necessary, provided, however, such are not in conflict with other provisions of these by-laws.
Section 2.
The vice-president shall preside in the absence of the President and shall assist the President when called upon. Additionally, the vice-president in close consultation and agreement with the President shall be responsible for developing the program of events for each annual reunion during his or her term of office. Such program shall be submitted to the Board of Directors for approval at its spring meeting preceding the annual Reunion.
Section 3.
The Secretary shall keep a record of the proceedings of all meetings of the Board of Directors and all meetings of the general membership of the Association; have custody of other documents and records not committed to the Roark-Conner Association Collection: and conduct the general correspondence of the Association; and maintain a current roster of the membership of the Association.
Section 4.
The Treasurer shall receive all monies of the Association, disburse all monies, and pay all bills of the Association. Checks which disburse Association funds in payment of all expenses incurred at the direction of the Board of Directors shall be signed by the Treasurer or the authorized representative. The Treasurer shall keep an accurate record of all revenues and expenditures for each account established for the Association, submit financial reports to the Board of Directors at each meeting of the Board, and submit such reports as necessary to satisfy the requirements of the U.S. Internal Revenue Service.
ARTICLE VIII – BOARD OF DIRECTORS
Section 1.
The Board of Directors shall consist of the elected officers of the Association and two elected Directors.
The immediate Past President and the Editor of the Newsletter and the Association’s web master shall serve as Ex-Officio voting members of the Board of Directors.
Section 2.
The Board of Directors shall have all the power and authority over the affairs of the Association during the interim between meetings of the Association.
Section 3.
The current President and Secretary of the Association shall serve as Chairman and Secretary of the Board of Directors.
Section 4.
The Board of Directors shall be elected in the same manner as the Officers and serve January 1 through December 31. Members of the Board shall be elected for two years, one being elected each even numbered year and one elected on each odd numbered year. In addition, a member shall be appointed by the Board of Directors to fill the unexpired term of anyone who cannot serve for any reason, resigns, or elected to another position.
Section 5.
The Board of Directors shall meet as required or called by the President. Meetings of the Board may be called by the President or upon the request of four members of the Board.
ARTICLE IX – FINANCES
Section 1.
In January of each year, the President and the Board shall agree on an individual or recognized accounting firm to audit the Association’s records. The result of this audit is to be submitted to the President of the Association who shall then present it to the Board. The Board may by unanimous vote waive this requirement.
ARTICLE X – MEETINGS
Section 1.
The Association shall conduct an annual meeting of all members and welcome anyone who descended from the Roark or Conner line or anyone who has any interest in either family line.
Section 2.
The annual business meeting of the Association shall be held as part of the regular reunion. At this meeting, the Nominating Committee will make its report and an election will be held. Officers for the new year will be duly installed and assume office on January 1 following the annual reunion.
Section 3.
Special meetings of the Association may be called by the President or any four members of the Board of Directors upon the disability of the President.
ARTICLE XI – QUORUM
Section 1.
The active members in good standing present shall constitute a quorum and be empowered to transact the business of the Association.
Section 2.
Four members of the Board of Directors shall constitute a quorum to transact the business of a Board meeting.
Section 3.
Manner of voting. The voting of all questions coming before the Association shall be “Ayes” and “Nays” and shall be entered upon the minutes of such meetings and a decision shall be determined by majority of the votes of those present and in good standing. The President, in his/her discretion, may direct a secret, written ballet on any matter before the Association.
ARTICLE XII – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order Newly Revised shall be the parliamentary authority of the Roark-Conner Association. Should any conflict develop between these by-laws and said Rules of Order, the by-laws take precedence.
ARTICLE XIII – COMMITTEES
Committees shall be appointed by the President.
ARTICLE XIV – NOMINATING COMMITTEE
Section 1.
(a) A Nominating Committee of two (2) members shall be appointed by the President. No member shall serve on the Nominating Committee for two consecutive years.
(b) To be eligible to serve on the Nominating Committee, members shall have been a member of the Association for at least one year.
(c) An effort should be made to not have two members of the Nominating Committee from the same family line.
Section 2.
The Nominating Committee shall present their proposed slate of new officers to the general membership at the annual meeting and provide the Secretary with a sign copy of the proposed slate of officers.
Section 3.
The general membership shall have the privilege of submitting additional nominees for consideration by nominations from the floor, with the approval of the person being nominated, at the annual meeting.
Section 4.
Voting shall be by written ballot by each member present at the annual meeting. This may be waived by unanimous consent of those present and voting.
ARTICLE XV – DISSOLUTION
In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which are themselves exempt as organizations described in Section 501 (c) (3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or the Federal, State or Local Government for exclusive public purposes.
The following procedure will apply to voluntary dissolution.
The Board of Directors shall adopt a resolution recommending that the Association be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting (the date, place, and time to be set by the Board) of members entitled to vote thereon.
Written notice from the Directors to the Membership shall be sent one month in advance to such meeting. The Directors’ notice shall state that the purpose of such meeting is to consider the advisability of dissolving the Association and the reasons therefor. At the meeting, the resolution to dissolve the Association shall be adopted upon receiving in writing a least two-third of the votes of the members present at such meeting or represented by proxy.
If there are no members, or no members entitled to vote, the dissolution of the Association shall be authorized at a meeting of the Board of Directors upon the adoption of the resolution to dissolve by written vote of a majority of Directors then in office.
Winding up the business of the Association shall be left to the Board of Directors who are to conform with provisions of the U.S. Internal Revenue Code and applicable Tennessee laws.
The Directors shall deposit all non-current records and books or one copy of such of the Association in the Tennessee Department of Archives and History.
Section 1.
ARTICLE XVI – AMENDMENTS
These by-laws may be amended at any regular or called meeting of the Association by a two- thirds vote of those present and voting.
Section 2.
Proposed amendments shall be sent to the entire membership in writing at least thirty (30) days prior to the meeting for consideration. The Association’s Newsletter will serve as written notice of proposed amendments.
Amended October 11, 1997 Amended October 27, 2000 Amended October 6, 2007 Amended 2010
Amended October 7, 2017 Amended September 25, 2021