KIA KIMA ALUMNI ASSOCIATION BYLAWS

ARTICLE 1. NAME AND PURPOSE

Section 1. Name. The name of this organization is the “Kia Kima Alumni Association.”

Section 2. Mission. The mission of the Kia Kima Alumni Association is to reconnect alumni with Kia Kima; to support Kia Kima Scout Reservation and its staff; and to promote the Scouting program.

Section 3. Nonprofit Status. No part of the net earnings of the corporation shall inure to the benefit, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in previous articles hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation 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)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE 2. MEMBERSHIP

Section 1. Membership Eligibility. Membership is open to all alumni or friends of Kia Kima, including former and current staff, campers, and Scouters.

Section 2. Active Membership. Active Members are individuals who pay the dues as set by the Board of Directors.

Section 3. Suspension of Membership. The President may suspend an individual’s membership for violation of the policies of the Association or for conduct inconsistent with the mission, purpose, or objectives of the Association.

Section 4. Termination of Membership. The Board of Directors may terminate an individual’s membership for violation of the policies of the Association or for conduct inconsistent with the mission, purpose, or objectives of the Association.

ARTICLE 3. BOARD OF DIRECTORS

Section 1. Board Members. The Board of Directors consists of nine Directors and two Camp Staff Liaisons (collectively “Board Members”).

Section 2. Camp Staff Liaisons. The two Camp Staff Liaisons are intended to represent the interests of the Kia Kima Scout Reservation Staff. These individuals are determined as of January 1 of each year. The Camp Staff Liaisons serve one-year terms, but they are not limited in the number of consecutive terms they may serve so long as they continue to qualify. The qualification provisions in the following subsections must be maintained throughout the term.

2.1. The Kia Kima Reservation Director serves as the first Camp Staff Liaison, provided that he or she is a professional Scouter with the Chickasaw Council BSA. If the Reservation Director does not qualify, ceases to qualify, or resigns from the Board, the Chickasaw Council BSA Scout Executive will appoint a professional Scouter to serve as the Camp Staff Liaison. If the Reservation Director qualifies but is already a Director on the Board, he or she will appoint a professional Scouter to serve as the Camp Staff Liaison.

2.2. The first Camp Staff Liaison appoints the Kia Kima Program Director or an equivalent Kia Kima Scout Reservation Staff member to be the second Camp Staff Liaison. The second Camp Staff Liaison cannot be a professional Scouter. If the Program Director does not qualify, ceases to qualify, resigns from the Board, or if the Program Director is already a Director on the Board, the other Camp Staff Liaison will appoint an equivalent member of the Kia Kima Scout Reservation Staff who meets these qualifications to serve as the Camp Staff Liaison.

Section 3. Director Terms. The elected Directors serve three-year terms, and their terms will be staggered so that approximately one-third of the Directors’ terms expire each year. The terms for Directors elected in the Annual Election begin at the Annual Business Meeting.

Section 4. Director Term Limits. Directors may only serve two consecutive three-year terms. They may serve additional terms following a period of one year not serving on the Board.

Section 5. Eligibility. Active Members over the age of 18 are eligible to serve as a Director. All Board Members must maintain Active Member status throughout their terms.

Section 6. Board Meetings. The President or any three Board Members may call meetings of the Board of Directors.

Section 7. Quorum. Quorum for Board Meetings is 51% of the Board.

Section 8. Remote Access. Board Members may participate in any Board Meeting by any means of communication by which all Board Members participating may simultaneously hear each other during the meeting. A Board Member participating in a Board Meeting by this means is deemed to be present in person at the Board Meeting.

Section 9. Action Without Meetings. The Board may take action without a Board Meeting if the action has the unanimous written consent of all Board Members. Board Members’ written consent may be delivered to the Secretary via email. Signatures are not required on the written consent. Consent under this section has the effect of a meeting vote and may be described as such in any document.

Section 10. Vacancies. In case of a vacancy on the Board, the Board must elect an individual to serve in that role until the Annual Election, at which time, if the term has not expired, the Active Members must elect an individual to finish the term. A vacancy in the Camp Staff Liaison positions follows the procedure of Article 3, Section 2.

Section 11. Removal. The Active Members may remove any Officer or Board Member from their position as such without cause under the procedures in Arkansas Code Annotated § 4-33-808. The Board may remove any Officer or Board Member from their position as such with cause.

ARTICLE 4. OFFICERS

Section 1. Officers. The Officers of the Association are the President, Secretary, and Treasurer.

Section 2. President’s Duties. The President presides over all meetings of the Association.

Section 3. Secretary’s Duties. The Secretary prepares and maintains all minutes of meetings and authenticates records of the Association.

Section 4. Treasurer’s Duties. The Treasurer serves as the chief financial officer of the Association.

Section 5. Election of Officers. The Officers are elected by the Board of Directors at the first Board Meeting after the Annual Election of Article 6. The Nominating Committee will nominate Officers, and Board Members may also nominate Officers.

Section 6. Qualifications. Officers must be Board Members throughout their term as an Officer.

Section 7. Terms of Office. The Officers’ terms are for approximately one year until their successors are duly elected. Officers are not limited in consecutive terms.

ARTICLE 5. COMMITTEES

Section 1. Standing Committees. The Board of Directors may create and dissolve Standing Committees, which are invested with whatever authority the Board authorizes. These Standing Committees will exist and operate until dissolved by the Board. The Board appoints the Chair of each Standing Committee who serves until January 1 of the following year.

Section 2. Permanent Committees. There must be a Nominating Committee and a Finance Committee. The President will appoint the Chairs of these committees and will report these appointments to the Board.

Section 3. Ad Hoc Committees. The President may create Ad Hoc Committees for specific stated purposes and must report these creations to the Board. Ad Hoc Committees may not act on behalf of the Association or otherwise exercise authority unless authorized by the Board. An Ad Hoc Committee is dissolved either by the President or when its specific stated purpose is completed.

Section 4. Committee Membership. Any Active Member may serve on any number of committees, including as the Chair, regardless if he or she is a member of the Board of Directors.

ARTICLE 6. ANNUAL ELECTION

Section 1. Election Administrator. The Nominating Committee will designate an individual who is not a candidate to administer the elections.

Section 2. Nominations. The Nominating Committee must nominate a candidate for each Director position. The Committee’s nominations will be announced to the Active Members by November 1. Active Members may nominate themselves or other Active Members for candidacy by November 7 by notifying the Election Administrator.

Section 3. Timing of Election. The Annual Election will take place from November 10 to November 17.

Section 4. Elections. The Annual Election of Directors must take place online with all Active Members being given an anonymous ballot. Cumulative voting will be used for elections.

Section 5. Transition. In order to transition to staggered terms, the Annual Election held in 2020 will elect three Directors to three-year terms, three Directors to two-year terms, and three Directors to one-year terms.

ARTICLE 7. MEETINGS AND ACTIVITIES

Section 1. Annual Business Meeting. The Association will hold an Annual Business Meeting during the 4th Quarter of the year, where the Board of Directors will report on the activities and financial condition of the Association.

Section 2. Special Business Meeting. The President or the Board of Directors may call a Special Business Meeting at any time during the year for any purpose, including for amending the bylaws. Notice must be given to the Active Members 15 days in advance and must state the date, place, and purpose of the meeting.

Section 3. Quorum of Business Meetings. Business Meetings require a quorum of 10% of the Active Members, but no quorum is required for the Annual Business Meeting if notice is given to the Active Members of the date, location, and purpose of the meeting 30 days in advance.

ARTICLE 8. FINANCE

Section 1. Fiscal Year. The Association’s fiscal year follows the calendar year.

ARTICLE 9. CONTINUITY

Section 1. Continuity Regarding the Chickasaw Council. In the event the Chickasaw Council BSA ceases to exist or if the Chickasaw Council BSA no longer controls Kia Kima Scout Reservation, all references in these Bylaws to the Chickasaw Council BSA refer to whichever entity succeeds the Chickasaw Council BSA in operating Kia Kima Scout Reservation.

Section 2. Continuity Regarding Kia Kima Scout Reservation. In the event Kia Kima Scout Reservation ceases to operate, the individuals serving in the roles of Camp Staff Liaison will continue in those positions until the Annual Election at which time the Camp Staff Liaison positions convert to two additional Director positions to be elected in accordance with Article 6.

ARTICLE 10. AMENDMENT

Section 1. Bylaw Amendments. These Bylaws may be amended at any Business Meeting by a two-third vote of the Active Members present and casting votes.

Section 2. Proposed Amendments. Proposed amendments must be disseminated to all Active Members at least 30 days prior to the Business Meeting where they will be voted upon.

These Bylaws were adopted at a Special Business Meeting on October 21, 2020, in accordance with Article VIII of the prior Bylaws. These Bylaws become effective at the 2020 Annual Business Meeting, with the exception of Article 6, which becomes effective immediately upon adoption of these Bylaws. These Bylaws supersede all previous Kia Kima Alumni Association Bylaws.