Bylaws

JOHN HARDISON REDD FAMILY ORGANIZATION BYLAWS

ARTICLE I – NAME

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

ARTICLE II – OBJECTIVES

The objectives of this Family Organization shall be:

  1. To promote and strengthen the common bond of the Redd family through research, reunions, and education;
  2. To perpetuate the memory and genealogy of the ancestors and descendants of John Hardison Redd and his household;
  3. 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

Any descendant by blood or adoption of John Hardison Redd or spouse of a descendant member shall be eligible for membership in this Family Organization. Members shall provide contact information. Honorary memberships may be conferred by recommendation of the Board of Directors and approved by vote of the membership.

ARTICLE IV. ORGANIZATIONAL STRUCTURE

Section 1. Organization

To achieve the objectives of the Organization, the Board of Directors may at its discretion establish organizational units such as boards, councils, or divisions to serve special interests of the Organization. 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 Organization, may establish relationships with other similar organizations. The Board may establish such terms and conditions as it considers desirable for relating to recognized societies and groups.

ARTICLE V. DUES

Dues and fees, if any, shall be established by vote of the members at the Annual Business Meeting. 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 electronic and may be included in a publication or other mailing of the Organization. A description of any matter or matters that members must approve of shall be included in the notice.

Section 3. Voting

At all business meetings of the Organization, each Member over 18 years of age, and who is in good standing, shall have one (1) vote. Unless otherwise specifically provided in these bylaws, a majority vote of those voting shall govern. Honorary members shall have voice but no vote. Voting may be accomplished in-person, by mail, or electronically.

Section 4. Cancellation of Meetings.

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

ARTICLE VII. OFFICERS

Section 1. Authority and Responsibility

The governing body of this Family Organization 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 of the Board

Directors shall be elected by vote of the membership at the Annual Business Meeting. The Board of Directors shall consist of a minimum of three and a maximum of nine voting members.

Section 3. Quorum of the Board

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

Section 4. 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 of Directors 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 at least 72 hours before the meeting is held, except for meetings held in conjunction with Annual Business Meetings or Reunions.

Section 5. Action Without Meeting

When an action requires a vote in a circumstance where convening a Board Meeting would be impractical or inconvenient, such action may instead be taken without a meeting by a writing or writings signed by the number of Directors required to approve an action. Votes taken by email may constitute a writing “signed” by a Director. In the case of an action proposed and vote taken by email, each Director shall be sent notice of the proposed action within 30 days.

Section 6. Voting of the Board

At all meetings of the Board of Directors, each Director present is entitled to cast one (1) vote on any motion. A majority of votes is necessary when a quorum is present to carry out actions of the Board. Voting rights of a Director shall not be delegated to another nor exercised by proxy. Board meetings may be held in-person and/or by teleconference.

Section 7. Vacancies

Vacancies on the Board of Directors shall be filled for the balance of the term thereof by vote of the Board upon recommendation of the Nominating Committee.

Section 8. Removal

The Board of Directors, by two-thirds vote of all its members, may remove any Director from the office with or without cause.

Section 9. Compensation

Directors and officers shall not receive compensation, but may be reimbursed for expenses incurred in performing services rendered to the Organization.

ARTICLE VIII. DUTIES OF OFFICERS

Section 1. Duties of Officers

  1. President of the Board
    The President of the Board 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.
  2. Vice–President(s)
    The Vice–President(s), if appointed, shall perform such duties as are delegated (or assigned) by the President of the Board or the Board of Directors, and shall perform the duties of the President of the Board in the event the president is unable to serve.
  3. Secretary
    The Secretary, if appointed, or another appointed officer shall be responsible for the preparing of minutes of meetings of the general membership and Board of Directors.
  4. Treasurer
    The Treasurer shall receive and keep an accurate record of all dues, contributions, and other monies received by and in behalf of the Organization, and to handle all expenditures and disbursements for and in behalf of the Organization. The Treasurer shall make a complete report of the financial status including receipts, disbursements, and current balances at the Annual Business Meeting and to the Board as requested. An annual financial audit shall be performed by the Audit committee and reported to the Board.

ARTICLE IX. COUNCILS AND COMMITTEES

Section 1. Family Council

The Family Council shall be composed of the members of the Board and other subject matter experts and interested parties invited by the Board to participate in discussions related to the objectives of the Family Organization. The Board may act upon the recommendations of the Family Council or may take recommendations from the Family Council under advisement.

Section 2. Committees

Committees shall be convened at the direction of the Board of Directors to accomplish the objectives of the Organization and may include but are not limited to:

  1. Audit
  2. Bylaws
  3. Education (Newsletter, website, etc.)
  4. Nominating
  5. Research
  6. Reunion
  7. Ad Hoc

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.

ARTICLE X. 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.

Section 4. Expenditures

The Board of Directors maintains authority over expenditures made on behalf of the Organization. The Board may authorize any officer or officers of the Organization, including the Treasurer, to enter into contract or execute and deliver any instrument in the name of, and on behalf of, the Organization. Any expenditures must follow policies and procedures as set by the Board. Such authority may be general or confined to specific instances. Proper accounting methods and safeguards will be established to protect the Organization.

ARTICLE XI. 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 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 transferred to a non-profit organization as determined by the Board of Directors at that time. None of these funds shall inure to the benefit of any individual member or members of the Organization.

ARTICLE XIII. 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 VI, Section 2.

The Bylaws were presented and approved in a Board of Directors Meeting held October 1, 2006 in Sandy, Utah, and amended as approved by the membership at the Annual Business Meeting held May 15, 2022 via Zoom video teleconference.

Paul C Redd
President