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Bylaws

JOHN HARDISON REDD & ELIZABETH HANCOCK FAMILY ORGANIZATION BYLAWS

ARTICLE I – NAME AND LOCATION

Section 1.

The name of this organization shall be the JOHN HARDISON REDD & ELIZABETH HANCOCK FAMILY ORGANIZATION a.k.a. The Redd Family Organization.

Section 2.

The offices of the Organization shall be located in Salt Lake County, Utah.

ARTICLE II – OBJECTIVES

Section 1.

The objectives of this Organization shall be to promote, strengthen, and perpetuate the common bond of the Redd family through social, research, recreational and spiritual activities.

Section 2.

To seek out and encourage those individual descendants of Redd heritage to become active participants in the Organization and its purposes and goals.

ARTICLE III – MEMBERSHIP

Section 1. Qualifications.

Individuals meeting the qualifications defined under Sections 2, 3, 4, 5 of Article III may join by written request. Membership shall be divided into four groups; Descendant, Spousal, Relative, and Honorary.

Section 2. Descendant Membership.

Any descendant by blood or adoption of John Hardison Redd shall be eligible for Descendant Membership in this organization.

Section 3. Spousal Membership.

Any individual married to a Descendant Member. Divorce from a Descendant Member severs the tie of the Spousal Membership.

Section 4. Relative Membership.

Relative membership shall be open to any person related to Colonial Virginian William Redd and who is not a Descendant Member or a Spousal Member of the Association as defined in Article III, Sections 2 and 3.

Section 5. Honorary Membership.

Honorary memberships may be conferred by recommendation of the Board of Directors and approved by vote of the membership.

Section 6. Member in Good Standing.

A member in good standing shall be any member in full compliance with the Organization rules whose dues are current, as defined in Article V.

Section 7. Termination of membership.

Membership may be terminated by written request of the member or by divorce as indicated in Article III, Section 3 above.

ARTICLE IV. ORGANIZATIONAL STRUCTURE.

Section 1. Organization

To achieve the objectives of the Family Organization, the Board of Directors may at its discretion establish organizational units such as boards, councils, or divisions to serve special interests of the Association. The Board of Directors shall exercise authority over policies, services, programs, and budgets of all organizational units, unless otherwise stated in these Bylaws.

Section 2. Allied Organizations.

The Board of Directors, in order to further the objectives of the Association, may establish relationships with other similar organizations. The Board of Directors may establish such terms and conditions for relating to recognized societies and groups as it considers desirable.

ARTICLE V. DUES.

Section 1. Establishment of Dues.

Dues and fees, if any, for all types of membership, shall be established by vote of the members at the annual meeting.

Section 2. Delinquency.

Any member of the Organization who shall be delinquent in dues for a period of sixty (60) days from the time dues become payable shall be notified of such delinquency and suspended from further services. If payment of dues is not made, within the next succeeding thirty (30) days, the delinquent member shall forfeit all rights and privileges of membership, unless such suspension at the request of the member, is waived by affirmative action of the membership.

Section 3. Refunds.

No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE VI. MEETINGS AND VOTING OF THE MEMBERSHIP.

Section 1. Annual Business Meeting.

The Annual Business Meeting of the Organization shall be held at such place and on such dates as may be determined by the Board of Directors.

Section 2. Notice of meetings.

Written notice of any business meeting of the Organization at which official Organization business is to be transacted shall be mailed to the last known address of each member not less than ten (10) nor more than one hundred twenty (120) days before the date of the meeting. Such notice may be included in a’ publication or other mailing of the Organization.

Section 3. Voting.

At all business meetings of the Organization, each Descendant Member and each Spousal Member over 18 years of age, and who is in good standing, shall have one (1) vote, and may take part and vote in person only. Unless otherwise specifically provided in these bylaws, a majority vote of those voting shall govern. Relative and Honorary members shall have voice but no vote.

Section 4. Voting by Mail.

Proposals to be offered to the voting members for a mail vote, excepting election ballots, shall first be approved by the Board of Directors. On any mail vote, a majority of those voting shall determine the action.

Section 5. Cancellation of Meetings.

The Board of Directors may cancel any Annual Business Meeting for cause.

ARTICLE VII. OFFICERS.

Section 1. Elected Officers.

The elected officers of the Redd Family Organization shall be a President of the Board, a First Vice-president, a Second Vice President a Secretary, and a Treasurer. All officers are elected by the membership of the Organization, and shall serve until their successors have been duly elected and assume office.

Section 2. Qualifications for Office.

Any Descendant Member over the age of 18 in good standing shall be eligible for nomination and election to any elective office of this Organization as defined in Section 1 of this article. Nominees for the office of President shall have served on the Board of Directors for at least one term.

Section 3. Nomination and Election.

Officers shall be nominated as defined in Article X Section 2. Any person so nominated shall have reviewed the time requirements of the position and shall have given prior consent to nomination and election as an officer. Officers shall be elected by a majority vote those voting at Association meetings.

Section 4. Term of Office.

Each elected officer shall take office immediately upon installation and shall serve for a term of two years or until a successor is duly elected and qualified. Each elected officer shall serve concurrently as a member of the Board of Directors.

Section 5. Re-election.

The President, Vice-presidents and Secretary shall not be eligible for re-election to the same office until at least two years have elapsed since the end of their prior service. The Treasurer’s eligibility for re-election is not limited under this provision.

ARTICLE VIII. DUTIES OF OFFICERS.

Section 1. President of the Board.

The President of the Board shall be the Chief Elected Officer of the Organization, and shall preside over the meetings of the Board of Directors and of the Organization. The President shall also serve as an ex-officio member on all committees except the Nominating Committee.

Section 2. Vice-Presidents.

The Vice-Presidents shall perform such duties as are delegated (or assigned) by the President of the Board or the Board of Directors, and the First Vice President shall perform the duties of the President of the Board in the event that individual is unable to serve.

Section 3. Secretary.

The Secretary shall be responsible for the preparing of minutes of meetings of the general membership and Board of Directors.

Section 4. Treasurer.

The Treasurer shall oversee: the Organization’s funds and financial records; the collection of members’ dues and/or assessments; and the establishment of proper accounting procedures for the handling of the Association funds; and further, shall perform an annual audit and shall report on the financial condition of the Association at all meetings of the Board of Directors, and at other times as called upon by the President of the Board.

ARTICLE IX. BOARD OF DIRECTORS.

Section 1. Authority and Responsibility.

The governing body of this Association shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of the Organization, its committees, and its publications; shall determine its policies or changes therein: shall actively prosecute its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be advisable.

Section 2. Membership.

The Board of Directors shall consist of nine voting members, including the officers of the Organization named in Article VII, three Directors-at-Large, and the immediate past President of the Organization.

Section 3. Directors-at-Large: Term of Office and Manner of Election.

Directors-at-Large shall serve for a term of two years or until their successors have been elected and have assumed office. Directors-at-Large shall be nominated and elected at the Annual Business Meeting by the voting membership.

Section 4. Quorum of the Board.

A majority of the voting members of the Board, present at any meeting of the Board of Directors, shall constitute a quorum.

Section 5. Meetings of the Board.

  1. Regular Meetings.
    A regular meeting of the Board of Directors shall be held at least once each administrative year, at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors at least thirty (30) days before the meeting is held, except for meetings held in conjunction with Annual Business Meetings or Reunions.
  2. Special Meetings.
    Special meetings of the Board may be called by the President, or at the request of any two Directors, by notice mailed, telephoned, e-mailed or delivered to each member of the Board of Directors at least 72 hours before the meeting is held, except for meetings held in conjunction with Annual Business Meetings or Reunions.

Section 6. Voting.

Voting rights of a Director shall not be delegated to another nor exercised by proxy. Action taken by a mail ballot of the members of the Board shall be a valid action of the Board, and shall be reported at the next regular meeting of such Board. Meetings held by telephone shall provide conferencing of all members present, and actions taken shall be ratified at the next in-person meeting of the Board of Directors.

Section 7. Absence.

Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as defined in Article X, Section 2 c. However, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of the members of the Board of Directors.

Section 8. Vacancies.

Vacancies on the Board of Directors shall be filled for the balance of the term thereof by vote of the Board of Directors upon recommendation of the Nominating Committee, as defined in Article X, Section 2 c.

Section 9. Removal.

The Board of Directors, by two-thirds vote of all its members, may remove any Director from the office for cause.

Section 10. Compensation.

Directors and elected officers shall not receive any compensation for their services.

Section 11. Indemnification.

Every Director, Officer, employee of the Organization and such others as specified from time to time by the Board of Directors, shall be indemnified by the Organization against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer or employee of the Organization, or any settlement thereof, whether the person is a Director, Officer or employee at the time such expenses are incurred, except in such cases wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.

ARTICLE X. COMMITTEES.

Section 1. Bylaws.

  1. Committee Membership.
    The Bylaws Committee shall consist of five members. Descendant or Spousal Members over the age of 18 in good standing shall be eligible to serve on the Bylaws Committee. Such committee members shall be appointed by the Board of Directors. The First Vice-President of the Association shall call the first meeting and preside while the committee elects its own chair.
  2. Term of service.
    The members shall serve for two years beginning immediately after the Annual Business Meeting. To provide continuity on the committee, the terms of membership will alternate, with three terms beginning in one year, and two in the next.
  3. Duties.
    The main purpose of the Committee shall be to review the Bylaws of this Organization and to recommend any amendments or changes therein to the next regular or special Organization meeting. Such recommendations shall be sent to each voting member in good standing at least thirty (30) days prior to any annual or special Organization meeting.

Section 2. Nominating Committee.

  1. Committee Membership.
    The Nominating Committee shall consist of three members. Descendant and Spousal members over the age of 18 in good standing shall be eligible to serve on the Nominating Committee. No member of the Board of Directors may concurrently serve on the Nominating Committee. Committee members shall be elected by the voting members in the Annual Business Meeting.
  2. Term of service.
    The members shall serve for one year beginning immediately after the Annual Business Meeting.
  3. Duties.
    The Nominating Committee shall nominate not less than two and not more than three candidates for each position of elected officers for the ensuing period of service. The Committee shall prepare the slate of candidates and notify the membership at the Annual Business Meeting. The Committee shall nominate one candidate to the Board of Directors whenever a vacancy occurs in the elected officers. No member of the Nominating Committee is eligible to be nominated for any board position.

Section 3. Reunion Committee.

  1. Membership.
    The committee consists of at least four individuals: a chair, who shall be the Second Vice President. He shall choose others to assist him such as: a site selection coordinator, an activity coordinator, and a food coordinator. These coordinators shall chair sub-committees for their respective functions.
  2. Duties.
    The duties of the Reunion Committee shall be to plan and administer the Reunion.

Section 4. Research and Ordinance Committee.

  1. Membership.
    The committee consists of at least three individuals: a chair who shall be the first Vice President. He shall choose others to assist him.

Section 5. Ad hoc committees

The board can establish other committees that are deemed necessary.

Section 6. Committee Operations.

A committee when formed, shall organize itself and shall develop policies and procedures to be approved by the Board of Directors to guide it in performing the functions and duties as are given to the committee elsewhere in these bylaws or by the Board of Directors.

ARTICLE XI. FINANCE.

Section 1. Fiscal Period.

The fiscal period of the Organization shall be prescribed by the Board of Directors.

Section 2. Budget.

The Board of Directors shall adopt an annual operating budget covering all activities of the Organization.

Section 3. Financial Report.

A financial report for the preceding fiscal period shall be presented to the membership at the Annual Business Meeting.

ARTICLE XII. DISSOLUTION.

The Organization shall use its funds only to accomplish the objectives and purposes specified in these Bylaws. On dissolution of the Organization, any assets remaining shall be distributed equally to the Descendant Members in good standing.

ARTICLE XIII. RULES OF ORDER.

The rules contained in the current edition of Robert’s Rules of Order shall govern the conduct of meetings of the Organization in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Organization may adopt.

ARTICLE XIV. AMENDMENTS.

Amendments to or repeal of these Bylaws shall be approved by a two-thirds majority vote at any Annual Business Meeting or special meeting of the Organization, provided notice of the proposed changes has been issued as provided in Article X, Section 1. c.


The Bylaws were presented and approved in Board of Director’s Meeting held October 1, 2006 in Sandy, Utah

John Melvin VanDenBerghe
President

1 October 2006

Original signed and on file in Sandy, Utah