Chenoweth Family Association incorporation notes


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During the national family reunion in Kentucky, an ad hoc committee was formed to be known as the Incorporation Committee with the broad responsibility to guide the incorporation process to completion. The reasons for incorporation are several as noted in the incorporation document below which becomes this WWW page. This is the second draft incorporating changes made by the committee during its two meetings in Kentucky. The results of the meetings channelled the document to our volunteer statutory agent for modernization of the wording and so that it will meet the parameters of nonprofit incorporation in the state of Indiana. The proceedings are now at this point in time.

Herewith are the proposed Articles and Bylaws:

ARTICLES OF INCORPORATION
and
BY-LAWS
of the
CHENOWETH FAMILY ASSOCIATION,
a nonprofit corporation.

CONTENTS OF ARTICLES OF INCORPORATION:

Name, (Article 1)

Purpose, (Article 2)

Compensation for Board of Directors, (Article 3)

Nonprofit status, (Article 4)

Dissolution, (Article 5)

Board of Directors, (Article 6)

Statutory Agent, (Article 7)

Initial Board of Directors, (Article 8)

Liability of Directors, (Article 9)

Amend, (Article 10)

Initial Meeting, (Article 11)

CONTENTS OF BY-LAWS:

Purpose, (Article 1)

Membership, (Article 2)

Annual Meeting, (Article 3)

Quorum, (Article 4)

Conduct of Meetings, (Article 5)

Officers, (Article 6)

Duties of Officers, (Article 7)

Committees, (Article 8)

Indebtedness, (Article 9)

Solicitation, (Article 10)

Amendment, (Article 11)

Publication, (Article 12)

Ratification, (Article 13)

ARTICLES OF INCORPORATION
of the
CHENOWETH FAMILY ASSOCIATION

Know all men by these presents;

We, the undersigned, whose names are hereunto affixed, desiring to form a nonprofit corporation under the laws of the State of Indiana, do hereby associate ourselves together for that purpose and adopt the following articles of incorporation:

Article I

The name of this corporation is The Chenoweth Family Association, hereafter CFA.

Article II

The nature of the business of the corporation and the objects powers, and purposes for which this corporation is formed are as follows:

1. To engage or to establish, maintain, and operate a group or groups of people who are genealogically related back to the Trevelisek-Chenoweth families of Wales and Cornwall, United Kingdom, for the purpose of carrying on historical, social, fraternal and educational activities in the Chenoweth family name, to wit:

2. To socially gather the family together from time to time for national meetings;

3. To fraternally gather and maintain a family genealogical data base with it's attendant requirement for securable property and ownership of electronic data processing equipment of a substantial nature; and

4. To educationally provide information to and assist all members of the family in genealogical matters and to create, correct, and enlarge the historical data base of the family; and

5. To undertake, promote, and carry on such social, fraternal, and educational activities as will promote the general welfare of society in the state of Indiana or any other place, whether by directly engaging or participating in said activities, or any one or more of them, or by supporting or aiding any or all of such activities by means of contributions to, joint participation in or cooperation with other institutions, corporations, trusts, foundations, or agencies, public or private, whose purposes and objects are within one or more of those stated herein and to that end to take and hold, by bequest, devise, gift, purchase, or lease, either absolutely or in trust for such objects and purposes or any other of them, any property, real, personal, or mixed, without limitation as to amount or value, except such limitations, if any, as may be imposed by law; to sell, convey, and dispose of such property and to invest and reinvest the principal thereof, and to deal with and expend the income therefrom for any of the before said mentioned purposes, without limitation, except such limitations as may be contained in the instrument under which such property is received; to receive any property, real, personal, or mixed, in trust, under terms of any will, deed of trust, or other trust instrument for the express purposes, or any of them (but for no other purposes), and in administering the same to carry out the directions and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principal, as well as the income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received; to receive, take title to, hold, and use the proceeds and income of stocks, bonds, obligations, or other securities of any corporation or corporations, domestic or foreign, but only for the expressed purposes, or some of them. No part of the activities of this corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, or of supporting political candidates;

6. To borrow money and to issue the obligations of the corporation therefor, and to pledge its property and to encumber same as security therefor;

7. To other provisions of this instrument notwithstanding, the directors and officers shall distribute its income for each taxable year at such time and in such manner not to become subject to the tax on undistributed income imposed by Section 4942 of the United States Internal Revenue Code of 1954, or corresponding provisions of any subsequent United States federal tax laws;

8. To other provisions of this instrument notwithstanding, the directors and officers shall not engage in any act of self-dealing as defined in Section 4941(d) of the United States Internal Revenue Code of 1954; or corresponding provisions of any subsequent United States federal tax laws; nor retain any excess business holdings as defined in Section 4943(c) of the United States Internal Revenue Code of 1954, or corresponding provisions of any subsequent United States federal tax laws; nor make any investments in such manner as to incur tax liability under section 4944 of the United States Internal Revenue Code of 1954, or corresponding provisions of any subsequent United States federal tax laws. The corporation shall not engage in prohibited transactions as defined in Section 503(c) of the United States Internal Revenue Code of 1954, as amended, and any successor section, nor shall it unreasonably accumulate income or otherwise invest in such manner as would result in a denial of tax exemption under the federal or state laws.

Article III

1. No part of this corporation's net earnings or assets shall ever be distributed as a dividend to be assigned or transferred to, or inure to the benefit of any incorporator, director, officer or member of this corporation, or to any private individual or individuals. Reimbursement for expenditures or payment of reasonable compensation for services rendered shall not be deemed a distribution of income.

Article IV

1. This corporation shall be a non-profit corporation and is organized on a non-stock basis. There shall be no stockholders of this corporation; but in lieu thereof, there shall be a membership composed exclusively of persons who are, or at any future time may become members, and who continue to be members in good standing of this corporation as may be prescribed at any time, and from time to time, in the By-Lawsof this corporation.

2. No membership, directorship, or interest in this corporation shall be hypothecated, sold, assigned or transferred, and each shall terminate on the death of its owner; and any and all attempts to hypothecate, sell, assign or transfer any membership, directorship, or interest in this corporation shall be annulled, void, and of no effect.

3. This corporation is organized under the aegis of Section 503 (c) (3) of the United States Internal Revenue Code of 1954, as amended, or a successor section.

Article V

1. In the event of dissolution or cessation of activities, all assets remaining after payment of any outstanding liabilities shall be given to an organization or organizations organized and operated for social, fraternal, and educational purposes, and, which have established exemption under Section 503(c) of the United States Internal Revenue Code of 1954, as amended, or a successor section.

Article VI

1. The Board of Directors of this corporation shall be composed of at least four and not more than nine members of the corporation and the actual number shall be fixed in the By-Laws of the corporation. Initial members of the Board of Directors shall be the incorporators as set forth in these Articles of Incorporation and they shall serve as Directors until their successors have been elected and duly qualified at the first Annual Meeting.

Article VII

The name and address of the initial Statutory Agent of the corporation is:
John W. name omitted
address omitted
city omitted, Indiana

Article VIII

The names and addresses of the incorporators and the initial Board of Directors are:
William name omitted
address omitted
city omitted, Arizona

Michael name omitted
address omitted
city omitted, Indiana

Joyce name omitted
address omitted
city omitted, Indiana

Jon name omitted
address omitted
city omitted, Washington

Randy name omitted
address omitted
city omitted, West Virginia

Peter name omitted
address omitted
city omitted, Utah

Jennifer name omitted
address omitted
city omitted, Arkansas

Greg name omitted
address omitted
city omitted, Ohio

Darroll name omitted
address omitted
city omitted, Kentucky

Joann name omitted
address omitted
city omitted, South Carolina

Article IX

1. All assets including real and personal property of the Board of Directors and employees of the corporation shall enjoy limited liability for breach of fiduciary duty as an employee or director.

Article X

1. These Articles of Incorporation may be amended by the membership of the corporation at a meeting called for that purpose, by an affirmative vote of a majority of the members present at the meeting. Notice of the proposed amendment shall be given in written form as prescribed in the By Laws articles concerning amendments and meetings.

Article XI

1. A meeting was held on the 5th Day of August, 2000, at the Ramada Inn, 4767 Scottsville Road, Bowling Green, Kentucky 42104, to elect the Board of Directors of the corporation and to elect the initial officers. Each of the following named persons was elected to the office which title follows the respective name.

In witness thereof, we have hereunto set our hands, as incorporators, as directors, and as officers as indicated:

William name omitted, Chairperson

Randy name omitted, Vice Chairperson

Jennifer name omitted, Secretary

Mike name omitted, Treasurer

BY- LAWS
of the
CHENOWETH FAMILY ASSOCIATION

Article I

1. The purpose of the Chenoweth Family Association, hereafter CFA, is to create an umbrella organization to organize national family meetings, build a data base of genealogy facts to support an evolving family history, and to promote social intercourse among family members.

Article II

1. Membership in the CFA is open to any person genealogically related to the Chenoweth family. There shall be no special distinctive membership categories except as defined in paragraph 2.

2. Some members of the family will become quite involved in family affairs while others will care less. The functioning of members in this largely voluntary operational structure will cause a division of people into active and inactive status although such difference is not denominated. The vitality of the corporation will be based on the creative energies of those willing to participate and membership constraints will not be further introduced to disrupt goals set by the organization.

Article III

1. The annual meeting of the CFA will manifest itself in two different settings. The first is the calling together of the Board of Directors and pertinent committees in the odd years during or near the first weekend of August. The second operandi will be the convening of an annual meeting in conjunction with national family reunions convened in even years during or near the first weekend of August.

2. Notification of meetings will be to the Board of Directors/committee members in the first instance noted above and, in the second instance, via publishing a schedule of events which shall include an annual meeting during the convening of large family gatherings.

Article IV

1. The quorum for an annual meeting involving a committee of the whole at a large family gathering shall be ten percent of the family members who have registered as participants in the scheduled event.

2. The quorum for an annual meeting involving only the Board of Directors of the corporation shall be ten percent of the active and qualified board members.

Article V

1. Business meetings will be conducted by Robert's Rules of Order, based on the 1893 Manual of Parliamentary Procedure. Meetings may be conducted either formally (motion, second, discussion, amendment, vote) or informally (discussion, motion, second, vote), but the officer in charge shall insure that the two forms of conduct are not commingled.

2. It shall be the responsibility of the Chairperson to call all meetings. If two family members desire a meeting, the Chairperson shall be obliged to call the type of meeting that is appropriate. The family members requesting a meeting shall provide the Secretary with a complete agenda in writing.

3. Generally, the Board of Directors will provide the administration of the CFA while seeking advice and satisfying the desires of the actively participating family members. The Board may appoint family members or interested parties for the purpose of administrating to family projects and managing CFA personal and physical property or assets.

Article VI

1. Officers of the CFA shall be a Chairperson, Vice Chairperson, Secretary, and Treasurer. These four officers and five additional elected members shall be known as the Board of Directors. The five elected members may volunteer for or be appointed to various duties in functional areas of corporation operations and thereby become ex officio members for these functional areas. The officers and elected board members shall have the authority to operate the corporation in general and in compliance within the regulations of the Corporation Commission of Indiana, the laws of the State of Indiana, the U. S. Code, and the guidelines provided in Robert's Rules of Order.

2. Board of Directors members shall serve for a period of six years with the initial board elected to initial terms of two, four, and six years to stagger the board's membership, to provide continuity of service between elections, and until their successors have been chosen and qualified in accordance with these By Laws. Officers may be reelected to the same office. Officers may resign their offices. If an officer resigns, the office may remain vacant until the next election of officers. If needs be, a special election may be called to fill the vacant office.

3. Officers and members shall be nominated prior to the annual meeting through the medium of a Nominating Committee. The Chairperson shall be responsible for the functioning of the Nominating Committee but will not be a member of it.

Article VII

1. The Chairperson:
shall preside at all meetings;
shall be ex-officio to all committees except the Nominating Committee;
may appoint or delegate ex-officio responsibility to various committees to other Board of Directors members;
shall be aware of the using of Robert's Rules of Order and will serve as Parliamentarian or appoint same;
shall sign all papers as Chairperson and represent the CFA in matters legal, domestic, and political;
shall vote if the ballot is cast in writing. If otherwise, the Chairperson may vote if said vote will change the result;
shall be known to be a Chenoweth relative by blood or marriage.

2. The Vice Chairperson:
shall preside at meeting in the absence of the Chairperson;
may be ex-officio to committees;
may vote at meetings but must follow the guidelines pertaining to the Chairperson when serving a meeting in the office of Chairperson;
shall succeed to the Chairperson's office should that position become vacant;
shall assist the Chairperson in functional operations of the CFA;
shall be known as a Chenoweth relative by blood or marriage.

3. The Secretary:
shall create and maintain a permanent set of minutes of all special, annual, and board meetings;
shall not serve as clerk for committees but will keep records of committee actions;
shall assist the Chairperson by creating agenda's for board meetings;
shall represent the CFA in matters legal;
shall request assistance among board members and delegate authority to same in the matters of registrar of family gatherings, data base maintenance, and paper processing;
shall secure all, or a copy of all, the CFA correspondence except that correspondence pertaining to the Treasury;
shall be known as a Chenoweth relative by blood or marriage.

4. The Treasurer:
shall present a Treasurer's Report at annual meetings and any other meeting where financial details may pertain to business matters;
shall have primary responsibility in accounting for the corporation's property lists and monetary and trust assets. Real or personal property may not be physically controlled by the Treasurer, but the Treasurer will account for all property and maintain accurate property lists;
shall represent the CFA in matters legal and financial;
shall secure the CFA financial records;
shall render payment of the corporation's bills and obligations that have been incurred by actions of the Board of Directors;
shall be exempt from the limitation of terms of consecutive years service to the board in the interest of keeping bank and trust accounts addressed and under the aegis of a stable financial environment;
shall be known as a Chenoweth relative by blood or marriage.

5. Board Members:
shall participate in all meetings where Board of Director's actions are taken;
shall volunteer to Chair various committee or functional areas or accept being appointed to same;
shall accept delegated authority to act in behalf of the CFA except in matters not restricted by law or regulations;
shall be residents of different areas of the North American continent;
shall be known as a Chenoweth relative by blood or marriage.

Article VIII

1. The CFA is organized mainly to carry out its desires and goals through the medium of functional committees with their creative powers and assertive actions. Committees may be composed of members of the Board of Directors only. Committees may be composed of Chenoweth family members but one board member must be ex-officio to the committee for coordination and communication purposes. Committees may be composed of Board of Directors members and the Chenoweth family at large. Committees may be of any size with numbers of members being compatible with the mission and function for the committee. Committees are created with the underlying thought that more family members are involved in the corporation's activities and operations. The gathering of technical skills and occupations under the corporation's table of organization shall be deemed desirable.

2. There shall be two types of committees - standing and special. Standing committees will be perpetual because of their mission statement or their need to perpetuate the life of the corporation.

3. Standing Committees will be:
a Nominating Committee with three members appointed to it by the Chairperson each time an election of officers becomes necessary;
a Genealogy Committee with as many members involved to carry out the desires of the corporation;
a National Reunion Committee with members chosen from various geographic areas of North America.

4. Special committees may be created by the Board of Directors from time to time for any purpose compatible with the lawful needs of the corporation.

5. Each committee will elect their own Chairperson and Clerk. Chairpersons need not be members of the Board of Directors. Each committee will have at least one member of the Board of Directors appointed as a working member or assigned in an ex-officio capacity for coordination and control.

6. Chenoweth family members are encouraged to volunteer for appointments to committees in functional areas that interest them.
7. The Chairperson of the Board of Directors is responsible for ex-officio appointments in his own absence.
Article IX
1. The greatest amount of indebtedness or liability, direct or contingent, to which the corporation shall subject itself shall not exceed the sum of $10,000.00.
Article X
1. The CFA Board of Directors may solicit from individuals, organizations, businesses, and industries; contributions or assets by whatever means, legal and proper, in sustaining the CFA as a tax exempt non-profit entity.
Article XI
1. These By-Laws may be amended by an affirmative vote of one-tenth of Chenoweth family members present at a meeting called for that purpose. Written notice of the proposed amendments and the time and place of the voting must be made available in writing prior to assembly of the family gathering. Such notice included with registration materials for a family reunion shall be deemed timely.
Article XII
1. The Articles of Incorporation and the By-Laws of the CFA will be reproduced and bound in pamphlet form and will be available to any Chenoweth family member upon request. A small charge to defray the expense of printing, shipping, and handling may be assessed if needs be.
Article XIII
1. The By-Laws of the CFA were adopted by the Board of Directors and the Chenoweth family present at their meeting on the 5th day of August, 2000, at Bowling Green, Kentucky.

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