Kia Kima Alumni Association

Kia Kima Alumni Association

ARTICLE I

NAME

Section 1- The name of this organization will be the “Kia Kima Alumni Association” herein referred to as the “Association.”

ARTICLE II

PURPOSE

Section 1- The mission of the Association shall be to reconnect alumni with Kia Kima; to support Kia Kima Scout Reservation and its staff; and to promote the Scouting program.

Section 2- 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 III

MEMBERSHIP

Section 1- Membership is open to any alumni or friends of Kia Kima, including but not limited to former and current staff, campers, and Scouters.

Section 2- Dues for the year shall be set by the Board of Directors.

Section 3- There will be no classes or designation of membership.

Section 4- Active members will be members who have paid dues equivalent for the year.

Section 5- Members must be in good standing in the community.

Section 6- Members are expected to provide at least 8 hours of community service each year.

ARTICLE IV

OFFICERS AND BOARD OF DIRECTORS

Section 1- The officers of the Association will be elected in the 4th quarter of the year for a term of one year beginning on January 1st until the next officers succeed them. Officers are not limited in consecutive terms.

Section 2- The election of officers shall take place online with all dues-paid members being given an anonymous ballot. Candidates must file an Intent to Run with the Secretary by October 31st and the election shall run from November 7th to midnight on November 14th. The online election shall be administered by a Board member who is not running in the election and is appointed by the President.


Section 3- All officers must be dues-paid members at the time of their election and must retain their dues. All members of the Board of Directors must be dues-paid members throughout term.

Section 4- The elected officers of the Association will be as follows:

-President: Presides over all meetings and activities of the Board of Directors and of the Association.

-Secretary: Responsible for all communications and publications of the Association. Responsible for preparing minutes of the directors’ and members’ meetings and for authenticating records of the Association.

-Treasurer: Handles all financial aspects of the Association including fundraising and bookkeeping.

Section 5- The Program Director and Reservation Director of Kia Kima Scout Reservation shall be voting members of the Board of Directors as Camp Staff Liaison with the provision that the Reservation Director is a professional Scouter with the Chickasaw Council, Boy Scouts of America, and the Program Director is a non-professional Scouter. If either hold other positions on the Board, they shall pass their Camp Staff Liaison position to another equivalent member of the Kia Kima Scout Reservation staff provided he/she meets the professional/non-professional requirement.

Section 6- The Board of Directors shall consist of the President, Past President, Secretary, Treasurer, the two Camp Staff Liaisons, and the Directors.

Section 7- Directors shall be elected by the Board. There shall be no more than 15 Directors. Directors may be elected by the Board at any point throughout the year.

Section 8- All dues-paid members of the Association may attend Board of Directors meeting and discuss and debate matters. They shall not hold a vote on the Board of Directors and will not be considered members of the Board unless they hold a position as specified in Section 6 of this Article.

Section 9- All Board of Directors meetings will follow Roberts Rules of Order (Current Edition) as consistent with the Articles of Incorporation, Bylaws, The Arkansas Nonprofit Corporation Act of 1993, and any policies adopted by the Board of Directors.

Section 10- Quorum for the Board of Directors shall consist of 51% of the members of the Board of Directors.

Section 11- Members of the Board of Directors may participate in any regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.

Section 12- No member of the Board of Director may hold more than one position on the Board.

Section 13- In case of a vacancy of the President, the Board of Directors shall elect a new President from the current Board members. In case of vacancy of any other elected position, the office will be filled by an appointment from the President with approval from the Board. The new officer will finish the term and leave office following the procedure in Article IV Section 1.


Section 14- The removal of an elected officer from their position shall follow Arkansas Code Annotated § 4-33-808.

Section 15- The President or his/her designee shall prepare the Annual Report for Nonprofit Corporation deliverable to the Arkansas Secretary of State in accordance with A.C.A § 4-33-131.

Section 16- Board of Directors meetings will be called at the discretion of the President.

ARTICLE V

MEETINGS AND ACTIVITIES

Section 1- The Association will hold an Annual Business Meeting during the 4th quarter of the year.

Section 2- The Annual Business Meeting will require no quorum of members if the date and location were set and made known to members at least 60 days before the Meeting.

Section 3- The Board of Directors shall report on the activities and financial condition of the Association at the Annual Business Meeting.

Section 4- The President may call a Special Business Meeting at any time during the year for any purpose, including for amending the bylaws. Notice shall be given to the membership 15 days in advance and shall state the date, place, and purpose of the meeting. No quorum is required if the notice is given 30 days in advance.

ARTICLE VI

FINANCE

Section 1- The Fiscal Year of the Association will follow the calendar year.

Section 2- The Treasurer will serve as the Chief Financial Officer of the Association.

Section  3-  In  case  of  dissolution  of  Association,  assets  shall  be  distributed  under  the  procedure designated in the Articles of Incorporation with preference given to Scouting organizations.

ARTICLE VII

COMMITTEES

Section 1- The Board of Directors may create and dissolve Standing Committees, which are invested with whatever authority the Board deems appropriate. These Standing Committees will exist and operate until dissolved by the Board. The Board shall appoint the Chairmen of Standing Committees who shall serve until January 1 of the following year.

Section 2- There shall be a Nominating & Governance Committee and a Finance & Audit Committee. The members of these committees shall be appointed by the President who shall report these appointments to the Board.

Section 3- Any member of the Association may serve on any number of committees, regardless if he or she is a member of the Board of Directors.

Section 4- The President may create Ad Hoc Committees for specific stated purposes. The President shall report these creations to the Board. Ad Hoc Committees may not exercise authority on behalf of the Association unless authorized by the Board. An Ad Hoc Committee is dissolved either by the President or when its specific stated purpose is completed.


ARTICLE VIII

AMENDMENTS

Section 1- These Bylaws may be amended at any Business Meeting following a 2/3 vote of Active Members present.

Section 2- Proposed Amendments must be disseminated to all Active Members at least one month prior to the Business Meeting where they will be voted upon.

These Bylaws were amended pursuant to Article VIII at an Annual Business Meeting of the Association on December 18, 2019. They supersede all previous Kia Kima Alumni Association Bylaws. 


The Kia Kima Alumni Association is a registered 501(c)3 nonprofit corporation in the State of Arkansas. EIN: 47-2796543
PO Box 342855
Memphis, TN 38184

© 2019 Alumni Association. All Rights Reserved.

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