Article I – Name and Location

The Folk Heritage Association of Macon County is a non-profit Corporation with its principal office located in the Town of Franklin, North Carolina.

 

Article II – Purpose

The mission of the Corporation is:  To provide living history experiences and to preserve the folk heritage of Macon County for generations to come.

To accomplish this mission, the purposes (goals) of the Corporation shall be:

1.      To teach and provide demonstrations and festivals.

2.      To promote awareness of the need to preserve the folk heritage of Macon County.

3.      To facilitate cooperative relationships in the preservation of our heritage.

4.      To establish and maintain a ‘Heritage Interpretative Center’.

 

Article III - Board of Director

Section 1 – General Powers

The affairs of the Corporation shall be managed by a Board of Directors, which shall have complete power and authority to act on behalf of the Corporation in all transactions and matters within the power and purpose of the Corporation.  The authority of the Board shall be exercised only through Board action or an official delegation prescribed by the Board.

Section 2 – Membership

A.     The Board of Directors shall consist of not less than eighteen (18) nor more than twenty-six (26).  Members of the Board of Directors shall be elected by majority vote of the members present at the annual meeting of the Corporation.

B.     All members of the Board at the date of the adoption of these bylaws shall continue in office until the first Annual Meeting of the Corporation.

C.     At the first Annual Meeting, one-third (1/3) of the members elected to the Board shall be elected for a three (3) year term, one-third (1/3) shall be elected for a two (2) year term, and one-third (1/3) shall be elected for a one (1) year term.  Thereafter, all Directors shall be elected for three (3) year terms and may serve an indefinite number of years.

D.     Board members shall be chosen for their ability to contribute to and support the objectives of the Corporation.  Members should be chosen from as wide a cross-section of the County as feasible within the limits of size to include such factors as socio-economic levels, geographic areas, occupational categories, identifiable ethnic groups and other factors as determined by the Board.  Each member should possess basic qualities of honesty, integrity, and a sound moral character.

E.      Candidates for membership to the Board shall be recommended by a Nominating Committee in consultation with the Executive Committee.

Section 3 – Compensation

Directors shall serve without compensation except for reimbursement of actual expenses incurred on behalf of the Corporation.  In keeping with the non-profit status of the Corporation, no Director shall benefit financially from his/her position as a Board member.

Section 4 – Vacancies

Any vacancy on the Board arising due to resignation or any other action of a member that results in failure to complete his/her term shall be filled by action of the majority of the members present at any regular Board meeting.  The person so elected shall initially serve for the remainder of the term of the person replaced.

Section 5 – Removal

Removal of a member of the Board, with or without cause, shall be the right and obligation of the Board through formal action taken at any regular meeting.  A majority vote of the full Board shall be required to remove a member.  Failure to maintain an active role in Board matters, such as regular attendance at Board meetings and assigned committees shall result in a review by the Board for possible removal.

 

Article IV –Meetings

Section 1 – Annual Meeting

An Annual Meeting of the Board of Directors shall be held on the fourth (4^th) Thursday in January at 7:00 PM within Macon County, North Carolina.  A quorum for the Annual Meeting shall be one more than one-half (1/2) of the current Board membership.

Section 2 – Regular Meetings

Regular quarterly meetings of the Board of Directors shall be held on the fourth (4^th) Thursday of April, July, and October at 7:00 PM at a place to be designated by the Chairperson of the Board, and shall be held in Macon County, North Carolina.  If any quarterly meeting date falls on a holiday, the meeting date shall be the following Thursday.

Section 3 – Special Meetings

Special meetings may be called by the Chairperson of the Board individually or by him/her if requested by one-third (1/3) of the Board members.  Notice of the time, place and purpose of the meeting shall be given not less than seven (7) days prior to the meeting by telephone, e-mail, or postal mail.  Whenever deemed necessary by the Chairperson due to an emergency, a special meeting may be called upon twenty-four (24) hours notice and action taken at such a meeting at which a majority of the members of the Board are present shall be deemed the duly authorized action of the Board.  In the event of an emergency meeting, an attempt to contact all Board members is required.  At any special meeting only matters set forth in the notice of the meeting shall be acted upon at the said meeting.

Section 4 – Quorum for Regular/Special Meetings

For a regular or special meeting, a quorum shall be one more than one-half (1/2) of the current Board membership.

Section 5 – Action in Lieu of Meeting

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if a majority of the members of the Board shall individually or collectively consent to such action and shall be recorded in the minutes of the next Board of Directors meeting.

Section 6 – Ex-Officio Members

The Board may, from time to time, appoint ex-officio members as it desires.  No ex-officio members shall be entitled to vote or be counted for quorum purposes.

 

Article V – Officers

Section 1 – General

The officers of the Corporation shall be a Chairperson, Vice-Chairperson, a Secretary and a Treasurer, and such other officers as the Board of Directors may authorize.  All officers shall be elected by the Board from among its own membership at the Annual Meeting, after the election of Directors and shall hold office for a period of one year and may be re-elected annually or until successors have been elected.  Any person so elected by the Board shall be subject to removal at any time by the affirmative vote for two-thirds (2/3) of the members of the Board of Directors.  Vacancies may be filled by the Executive Committee of the Board of Directors at any regular meeting or at any special meeting called for that purpose.

Section 2 – Chairperson

The Chairperson shall preside at all meetings of the Board of Directors and shall perform such duties as shall be assigned to him/her from time to time by the Board of Directors.  The Chairperson may serve a maximum period of two (2) years but must be elected each year.

The Chairperson shall sign with the Treasurer on behalf of the Corporation any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed. The Chairperson, or his/her designate, shall be an advisory and consulting member of each committee.  The Chairperson may also delegate any of his/her powers to the Vice-Chairperson of the Corporation.

Section 3 – Vice-Chairperson

The Vice-Chairperson, in the absence or inability of the Chairperson to act, shall have the same powers and duties as the Chairperson.  The Vice-Chairperson shall have such other powers and perform such other duties as may be assigned to him/her by the Chairperson or the Board of Directors.  The person chosen for Vice-Chairperson should be chosen for the potential to serve as Chairperson, although no such progression should be implied or assumed.

Section 4 – Treasurer

The Treasurer shall have custody of all securities, devises, gifts, bequests and funds of the Corporation.   Acting with the Executive and Finance Committees, the Treasurer shall insure that a true and accurate accounting of the financial transactions of the Corporation is made, that reports of such transactions are presented to the Executive Committee of the Board, and that all accounts payable are presented to such representatives as the Executive Committee may designate for authorization of payment.  All checks equal to or greater than $500 shall be co-signed by the Treasurer and Chairperson.  At each Annual Meeting, the Treasurer shall submit a written report for the fiscal year just ended.

Section 5 – Secretary

The Secretary shall act as Secretary of both the Corporation and the Board of Directors;  shall send appropriate notices for all meetings of the Corporation and of the Board of Directors;  shall act as custodian of all records and reports;  and shall be responsible for the reporting of adequate records of all meetings of the Corporation and of the Board of Directors. 

 

Article VI – Committees

Section 1- General

Except as specified for the Executive Committee and the Finance Committee, the chairperson and all members of each committee shall be appointed by the Chairperson of the Board, subject to approval by vote of the Board.  The chairperson and all other members of each committee shall hold office for one year or until their successors are appointed and approved.  The committee chairperson shall have the power to fill any vacancies that may occur on their committee for the remainder of the year.  At a committee meeting, a quorum shall be a majority of the members of the committee.

Except for the Executive Committee and Finance Committee, persons may be appointed to committees in an advisory and consulting capacity who are not members of the Board.  In all committees, the chairperson of the committee shall be a member of the Board.  The Chairperson of the Board, or his/her designate, shall be an advisory and consulting member of each committee.

Section 2 – Executive Committee

Composition

The Executive Committee shall consist of the Chairperson of the Board who shall serve as chairperson of the committee, the Vice-Chairperson, the Secretary, the Treasurer, immediate Past Chairperson and two (2) members at-large of the Board to be elected at each Annual Meeting of the Corporation.  Any vacancies that may occur on this committee shall be filled by election of the Board at a special meeting or at the next regular meeting.

Responsibilities and Authority

The affairs and management of the Corporation shall be supervised by the Executive Committee which shall have the power to transact all regular business of the Corporation during the period between meetings of the Board, subject to any prior limitations imposed by the Board. With approval of the Board, the Executive Committee may authorize and provide for the borrowing of money by the Corporation and incidental thereto, execute mortgages and pledge the assets of the Corporation.  Matters of major importance shall be referred to the Board of Directors for their deliberation and action on such matters.

Accountability

The Executive Committee shall report at each regular Board meeting the results of actions that it has taken within the authority delegated to it so that the Board maintains accountability from the Executive Committee for its actions.

A summary of each Executive Committee meeting in which pertinent action has been taken shall be distributed to the full Board within seven (7) days by e-mail, telephone, or postal mail unless summary report can be made at a regular meeting within this time frame.  The full minutes of every Executive Committee meeting shall be open and available to any member of the Board at any time.

Section 3 – Finance Committee

Composition

The Finance Committee shall consist of the Treasurer of the Board of Directors and at least two (2) other members of the Board, the Treasurer being the chairperson of the committee.

Responsibilities and Authority

The Finance Committee shall be responsible for supervising the management of all funds of the Corporation, require prompt reports concerning the funds of the Corporation and see that income derived is paid into the proper fund in accordance with the objectives of the Corporation.  It shall see that a budget for the ensuing year is prepared and submitted to the Executive Committee before the end of the fiscal year of the Corporation.  The budget is to show the projected receipts and expenditures for the ensuing year.

Accountability

The Finance Committee shall report at each regular meeting of the Executive Committee and each regular meeting of the Board of Directors its findings on monthly reports of the fiscal operation.  At the Annual Meeting of the Board, a budget for the ensuing year shall be presented and adopted by the Board.

Section 4 – Nominating Committee

Composition

The Nominating Committee shall consist of at least three (3) members from the Board of Directors.

Responsibility and Authority

The purpose of this committee is to nominate at the Annual Meeting of the Corporation, and at other times as vacancies occur, candidates for officers and members of the Board, in accordance with these bylaws.  This committee shall also be responsible for developing an orderly progression of officers, particularly the Chairperson, to ensure continuity of leadership of the Board.  The Nominating Committee shall develop criteria for Board membership and continually seek to identify new potential members and potential leaders for the Board itself.  Nominations can also be made from the floor by any Director.

Accountability

This committee shall report to the full Board annually or whenever requested by the Chairperson of the Board or the Executive Committee and shall provide the Board with evidence that the proposed individual(s) meet the criteria for any particular position.

Section 5 – Ad Hoc Committees

Composition

Ad Hoc Committees may be appointed by the Chairperson of the Board for such special purposes as circumstances warrant.  Individuals, not on the Board, but having special knowledge or background may be appointed to serve on such committees.

Responsibilities and Authority

Activities of such a committee shall be limited to the accomplishment of those tasks for which it was appointed.  The committee shall have no powers except those specifically conferred by the Executive Committee or the Board of Directors.

Accountability

All Ad Hoc Committees shall report directly to the Executive Committee and to the Board of Directors.  Upon completion of the stated purpose for which it was formed, the committee shall be discharged.

 

Article VII – Board of Advisors

Section 1 – Membership

In order to encourage and enhance the coordination of the activities of the Corporation within the community and to acknowledge service to the Corporation by past Board members, the Board of Directors may establish a Board of Advisors.

Members of an Advisory Board may be nominated by the Executive Committee and elected by the Board at its Annual Meeting.  A prerequisite to such membership shall be the ability and insight to make a specific contribution to the Corporation and its activities.  Re-election to the Advisory Board shall be only after service on one of the Advisory Board’s committees or after specific contributions in support of the Corporation’s activities and purpose.

Section 2 - Purpose and Function

The Board of Advisors shall have no power or authority to act for the Corporation, but may recommend policy or action for consideration by the Board of Directors.  Specifically, the Board of Advisors may be asked by the Board of Directors to advise and assist in the development of financial resources and in short and long-term fund raising for the Corporation.

Section 3 – Meetings

Members of the Advisory Board may attend the Annual Meeting of the Board of Directors.  Such membership shall be without the privilege of voting on the policies or management of the Corporation, and no member of the Advisory Board shall be counted for quorum purposes.