BYLAWS of The Kentucky Anthropomorphic Society, Inc.
Club Name & Purpose
The name of this Club shall be The Kentucky Anthropomorphic Society, Inc. For purposes of these bylaws, the Club may hereinafter be referred to as “KYAS” or the “Club”.
The purpose of KYAS is to plan, facilitate, execute, maintain, preserve, and promote social events, communications, art, music, and writings to foster a spirit of loyalty and fraternity for interaction and fellowship among the members relating largely (but not exclusively) to anthropomorphic animal characters.
KYAS shall not discriminate against any person on the basis of race, color, gender, religion, nationality, or sexual orientation. The Club may institute restrictions for participation in events based upon age as determined by the Board of Directors.
Section 1 :
KYAS is incorporated as “The Kentucky Anthropomorphic Society, Inc.”, a non-profit corporation formed under the laws of the Commonwealth of Kentucky.
KYAS is organized and shall at all times operated exclusively as a social club for educational, pleasure, recreational and other similar nonprofitable purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code, as amended (the “Code”), or the corresponding section of any future federal tax code. KYAS shall provide an opportunity for personal contact among its members, and membership shall be limited as provided herein. KYAS shall be supported by membership dues, fees, and assessments. KYAS shall not hold itself out as providing goods or services to the general public.
No part of the assets or net earnings of the KYAS shall be divided among or inure to the benefit of any officer, director or member of the Club or any private individual, or be appropriated for any purposes other than the purposes of the Club as herein set forth. No contribution shall be made by the corporation for other than educational, pleasure, recreation and other similar nonprofitable purposes, and no substantial part of the activities of the Club shall be or include the carrying on of propaganda or otherwise attempting to influence legislation; and the Club shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the Club shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(7) of the Code, or the corresponding section of any future federal tax code, or (b) by a corporation organized under the laws of the Commonwealth of Kentucky. It is intended that the Club shall be exempt from federal income tax under the Code and that all provisions of these Bylaws be interpreted and exercised consistently therewith.
The fiscal year of the Corporation shall end on December 31 of each year.
Any person may become a member, who pays the required dues and agrees, by his/her election to join the Club, to adhere to and obey these bylaws and any other requirements that may be adopted by the Club at any time relating to its activities.
Membership dues shall be assessed at the discretion of the Board of Directors in connection with sanctioned social events and other get-togethers organized for the purpose of promoting KYAS’s goals and objectives. Once membership dues have been paid by a member during a calendar year, such member shall continue to be a member in good standing; however, additional dues may be assessed upon any such member as a condition to participation in subsequent or additional sanctioned social events or other get-togethers occurring during such period.
One annual business meeting of KYAS shall be held during December of each year. Meetings may take place in person, electronically, or telephonically. All members will be notified in a timely manner of the time and place of the annual meeting to encourage attendance. Other meetings may be called as need arises.
Conduct during business meetings shall be informal to encourage general participation by all. Meetings shall be conducted by the Chairperson or in his/her absence, another member of the Board.
Business meetings shall follow an order of business that shall include, but not necessarily limited to the following topics:
1. Call to order by the presiding Director
2. Club announcements made by the presiding Director
3. Reading of the minutes of the previous meeting
4. Treasury report
5. Reports of other Directors or officers, as appropriate
6. General discussion, announcements, activities, etc.
The management of the Club shall be vested in the Board of Directors (“BOD”). The corporate powers, business, and affairs of the corporation shall be exercised, conducted, and controlled by the Board of Directors. The persons named as organizers/incorporators in the Articles of Incorporation shall serve as initial Directors until their successors are elected or appointed and qualified as hereinafter provided at a meeting of the members.
The BOD shall after the first election consist of five (5) members. The Directors shall immediately upon their election nominate and elect from amongst themselves a Chairperson. The Chairperson shall have no more voting power or authority than any other Directors, but shall serve to facilitate and direct meetings of the Directors, and shall be required to appoint a Secretary from among the other Directors who shall be tasked with recording minutes of meetings and records of KYAS events. Directors shall be permitted to nominate and elect officers of general or limited delegated authority and terms (not to exceed one year without reelection) at their discretion. Both permanent and provisional committees may be formed to assist and/or provide guidance to the officers (if any) and the BOD.
The Directors of the Club shall be elected by majority vote of the preceding board annually and shall serve terms of 1 year. At the expiration of their respective terms, BOD members may be re-elected by majority vote of the board. Directors may succeed themselves if they desire and are re-elected by the BOD. Nominations for directorship may be made by any member prior to the annual elections. Nominees must accept or decline such nominations before elections are held. Directors, including the Chairperson, may be removed prior to the expiration of their term upon special motion and affirmative vote of more than 2/3 of the members or upon a simple majority of the board.
Voting will be conducted either in person at the annual meeting, by mail or email or online vote, as may be determined and required by the BOD, and votes cast shall be anonymous. The results of elections be verified by the BOD.
In order to promote ease of succession, newly elected officers and BOD members shall commence their duties in January following their election.
The BOD shall have the authority to manage all affairs of the Club that relate in any way whatsoever to the Club and to make all contracts necessary for the proper transaction of Club business.