Printable PDF Version:OVTA Bylaws Revised 2017.pdf


BYLAWS OF THE

OVERMOUNTAIN VICTORY TRAIL ASSOCIATION

ARTICLE I. NAME

The name of this Association shall be the Overmountain Victory Trail Association, Inc. Referred

to commonly and in these bylaws as OVTA.

ARTICLE II. ARTICLES OF ORGANIZATION

The Association is a nonprofit corporation organized under the laws of the State of Tennessee.

Its “Articles of Organization” comprise the Articles of Incorporation and these bylaws as from

time to time amended.

ARTICLE III. OBJECTIVES

The objectives of the Association shall be:

SECTION I. To recognize the historical significance of the men and women who in September

1780, assembled at Abingdon, Virginia and Sycamore Shoals, Tennessee and together marched

over the mountains, to be joined by additional forces from North and South Carolina and

Georgia, to go forth and successfully defeat the British forces at the Battle of Kings Mountain.

SECTION II. To develop, protect, and promote the route and associated sites as defined by the

Congress of the United States, in the Act of Sept

ember 1980, Public Law 96344, 94 stat 1133, which designated and authorized the OVNHT.

SECTION III. To provide historical education and encourage physical activity along the OVNHT.

SECTION IV. To sponsor an annual reenactment march as the Board of Directors and general

membership determines appropriate.

SECTION V. To cooperate with local, state and federal governmental agencies and with other

local, state and national organizations or groups to provide for the development, protection

and promotion of the OVNHT.

SECTION VI. To promote conservation of the OVNHT right-of-way and preservation of related

historic landmarks.

SECTION VII. To actively recruit new members.

2

SECTION VIII. The association is organized exclusively for the charitable, scientific, literary, or

educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code or

corresponding Section of any future federal tax code (hereinafter “Internal Revenue Code”).

Officers and members shall abide by the OVTA’s adopted conflict of interest policy.

ARTICLE IV. ASSOCIATION ORGANIZATION

SECTION I. The Board of Directors shall have the authority to organize or otherwise structure

the Association so as to provide for the efficient accomplishment of its objectives.

SECTION II. It shall be a purpose of the Association to assist in organizing Chapters.

SECTION III. Upon the receipt of a petition asking for approval to form a Chapter signed by 10

or more members in good standing of the Association in the area, the Association Board of

Directors may authorize the petition by a majority vote of the board and the signature of the

President and Secretary.

SECTION IV. When Chapter status has been approved, the Chapter and its members agree to

operate under the bylaws and regulations of the Association.

SECTION V. Only the Association members in the Chapter area shall be eligible for membership

in any County Chapter formed, and it shall be the option of the Association member residing

within the county to become a member of the county chapter.

SECTION VI. No Chapter shall have authority to obligate the Association in anyway whatsoever,

unless authorized by the Association Board of Directors in writing.

SECTION VII. Each Chapter shall determine its organizational structure, but must designate the

Chairman as its Liaison to the Association Board of Directors. The Association secretary will

send notices of all the association meetings to each chapter Chairman.

SECTION VIII. An annual report and financial statement must be submitted to the Association

Board of Directors, to be recorded with the Association tax filing with the IRS to maintain

501(c)(3) status as chartered in the State of Tennessee. Chapter financial records are subject to

audit by the Association Board of Directors.

ARTICLE V. FISCAL YEAR

The fiscal year of the Association shall begin on January 1 and end on the following December

31.

3

ARTICLE VI. MEMBERSHIP

SECTION I. Individuals and public or private organizations or corporations interested in the

objectives of the Association shall be eligible for membership as hereinafter provided.

SECTION II. There shall be five (5) categories of regular annual membership:

individual, family, sustaining, corporate, and young patriot and three (3) categories of special

membership: life, supporting, and honorary.

SECTION IIa. Individual: Any individual eighteen (18) years or older desiring to become a

member of the Association in an individual membership category may do so by application

for such membership. An individual membership shall be entitled to one (1) vote on all

matters submitted to the general membership for a vote.

SECTION IIb. Family: Any family desiring to become a member of the Association in a family

membership category may do so by application for such membership. A family

membership shall be entitled to two (2) votes on all matters submitted to the general

membership for a vote if both members are eighteen (18) y-ears of age or older.

SECTION IIc. Sustaining: Any individual, organization or group desiring to become a

member of the Association in a sustaining membership category may do so by application

for such membership. A sustaining member shall be entitled to one (1) vote on all matters

submitted to the general membership for a vote.

SECTION IId. Corporate: Any private corporation desiring to become a member of the

Association in a corporate membership category may do so by application for such

membership. A corporate membership shall be entitled to one (1) vote on all matters

submitted to the general membership for a vote. A "Corporate Member Certificate" shall

be presented to new corporate members.

SECTION IIe. Young Patriot: Any individual birth to eighteen (18) desiring to become a

member of the Association as a Young Patriot may do so by application for such

membership. A Young Patriot serves without vote.

SECTION IIf. Life: Any individual desiring to become a member of the Association in a life

membership category may do so by application for such membership. A life member shall

enjoy all membership rights and be entitled to one (1) vote on all matters submitted to the

general membership for a vote. Unless terminated by the Board of Directors, a life

membership shall continue for the life of the member. A “Life Member Certificate” shall be

presented to new life members.

SECTION IIg. Supporting: The Board of Directors shall designate any individuals, private or

public organizations or corporations who lease, donate or otherwise give the Association a

vested interest in lands over which the Overmountain Victory National Historic Trail or

4

reenactment route may cross, or on which associated campsites or historic sites may occur,

as a supporting member for the duration of the vested interest agreement. A supporting

member shall enjoy full membership rights and be entitled to one (1) vote on all matters

submitted to the general membership for a vote. A Supporting Member Certificate shall be

presented to new supporting members.

SECTION IIh. Honorary: The Board of Directors shall have the authority to designate any

nonmember individuals, public or private organizations or corporations who have

demonstrated significant support for the Association’s objectives as an honorary member.

An honorary member shall not have any voting rights. An honorary membership shall

continue for the life of the member. An “Honorary Member Certificate” shall be presented

to new honorary members.

SECTION III. Regular memberships shall be for one year and begin on the date membership

dues are received and end at 12am on the same date one year later. The terms of special

memberships are as described in sections IIf through Iih.

SECTION IV. Any member may have his/her membership terminated without cause by the

Board of Directors upon the affirmative vote of two-thirds (2/3) of the Board members then

serving. Life Memberships terminated will be entitled to a refund on a prorated basis as

determined by the Board of Directors.

ARTICLE VII. DUES

SECTION I. The amount of the dues and term of membership for each category of membership

shall be determined by the Board of Directors.

SECTION II. Membership dues shall be paid annually on or before each member’s expiration

date to the Treasurer of the Overmountain Victory Trail Association.

SECTION III. Any member who fails to pay his/her membership dues by their annual expiration

date shall be dropped from the active role of the Association.

SECTION IV. Life membership dues shall be deposited and held in a separate account. The use

of funds in this account shall be decided by a majority vote of the OVTA Board of Directors and

Life Members.

ARTICLE VIII. OFFICERS AND THEIR ELECTION

SECTION I. The officers of this association shall consist of a President, Vice-President, Secretary,

and Treasurer.

SECTION II. Officers shall be elected from the membership by vote of the membership as the

first order of business at the annual meeting.

5

SECTION III. Nominees for office must be members in good standing at the time of their

election.

SECTION IV. Officers shall assume their official duties at the close of the annual meeting at

which they are elected.

SECTION V. The term of office of the President shall be two (2) years.

SECTION VI. The term of office of the Vice-President shall be two (2) years and shall be elected

on alternating years.

SECTION VII. The term of office of the Secretary shall be two (2) years and shall be elected on

alternating years as with the President.

SECTION VIII. The term of office of the Treasurer shall be two (2) years and shall be elected on

alternating years with the Vice President.

SECTION IX. A vacancy occurring in the office of President shall be immediately filled by the

Vice-President.

SECTION X. A vacancy occurring in the office of Vice-President, Secretary or Treasurer shall be

filled for the remainder of the unexpired term by a member elected by a majority vote of the

Board of Directors, notice of such election shall be published in the next Association newsletter.

ARTICLE IX. DUTIES OF OFFICERS

SECTION I. The President shall preside at all meetings of the Association and of the Board of

Directors at which he/she may be present; shall perform all duties ordinarily incident to the

office; shall act as the Association’s representative with any governmental agencies, individuals

or private or public organizations or groups in working to meet the Association’s objectives;

shall perform such other duties as may be prescribed in these Bylaws or assigned by the officers

and committees of the Association in order that the Association’s objectives may be promoted.

· The President may issue written statements on behalf of the Board of Directors and the

OVTA showing support for, or opposition to, projects, festivals, events, publications,

public or private proposals, etc. that affect the objectives of the organization.

· Such written statements shall be consistent with the objectives of the organization and

may not provide endorsements of any commercial products, services, events or the like

or result in direct economic gain for any individual.

6

· Such written statements shall be produced on OVTA letterhead (or facsimile) and a copy

shall be provided to the Secretary commensurate with its issuance. The Secretary shall

record such letters in the minutes of the Board of Directors meeting next following.

SECTION II. The Vice-President shall act as aide to the President and shall perform the duties of

the President in the absence or disability of that officer to act; shall perform such duties as may

be prescribed in these Bylaws or assigned by the Board of Directors.

SECTION III. The Secretary shall record the minutes of all meetings of the Association and the

Board of Directors; send out notices of meetings of the Association and the Board of Directors

as required; shall submit a copy of the minutes of any Directors or annual meeting for review

and approval; shall conduct such correspondence of the Board of Directors as directed and shall

perform such other duties as may be directed by the Board of Directors.

SECTION IV. The Treasurer or designated member shall collect and keep the funds and

securities of the Association and shall deposit them in a depository or depositories designated

by the Board of Directors in the name of and to the credit of the Association and such funds

shall be drawn thence on the check of the Treasurer for the purposes of the Association only.

The Treasurer shall keep full and accurate account of the treasurer’s receipts and

disbursements in books belonging to the Association. Out of these funds the treasurer shall pay

such funds only as may be ordered by the Association or the Board of Directors, and shall

present a financial statement at every meeting of the Association and at other times when

requested by the Board of Directors and shall perform such other duties as the Association or

the Board of Directors or the treasurer’s office may require of the treasurer. The treasurer shall

keep a true account of the receipts and payments, and at each annual meeting shall render a

statement thereof, as well as a full statement of the financial condition of the Association,

when a committee shall be appointed to audit the Treasurer’s accounts. Such audit to be

conducted in accordance with the laws of the state(s) in which chartered.

SECTION IVa. The Treasurer shall file, or cause to be filed, all tax and other related returns

or forms that may required by law including the annual charter fee. The Treasurer will

assist in the preparation of an annual budget showing the expected revenue and

expenditures. The treasurer shall render to the President and the Board of Directors,

whenever either of them so requests, an account of all the transactions as Treasurer, and

of the financial condition of the Association.

SECTION IVb. Notwithstanding anything to the contrary contained in these Bylaws, any sale

or transfer of any security or real property held in the name of the Association shall be

valid only if signed by the Treasurer and one other officer of the Association.

SECTION IVc. At least two officers shall be authorized to write checks. One Officer can write

a check up to, but not exceeding one thousand dollars (1,000.00). Two Officers signatures

are required to write a check for any amount over one thousand dollars (1,000.00).

7

SECTION IVd. In case of resignation, retirement or removal from office The Treasurer shall

give to the president of the Association, within two weeks of notice, all books, papers,

vouchers, moneys, computer records and other properties of whatever kind in the

treasurer’s possession or under the treasurer’s control belonging to the Association.

ARTICLE X. THE BOARD OF DIRECTORS

SECTION I. The business of the Association, between annual meetings, shall be conducted by

the Board of Directors.

SECTION II. The directors shall be elected from the membership at the annual meeting of the

Association by vote of the membership.

SECTION III. Nominees for Board of Directors must be members in good standing at the time of

their election and must give their consent to serve prior to assuming their duties.

SECTION IV. Directors shall assume their official duties following the close of the annual

meeting at which they were elected and shall serve for a term of two (2) years.

SECTION V. The President, Vice-President, and Secretary and Treasurer shall be members of the

Board of Directors. The President shall be chairperson of the Board of Directors.

SECTION VI. Five (5) members of the Board of Directors shall constitute a quorum for the

transaction of business. The act of a majority of the directors’ present at a meeting at which a

quorum is present shall be the act of the full Board of Directors.

SECTION VII.

SECTION VIIa. The Board of Directors shall consist of a minimum of fifteen (15) and a

maximum of twenty-four (24) directors including a minimum of two (2) directors, separate

from officers, from each state through which the OVNHT passes; those states being Virginia,

Tennessee, North and South Carolina. No more than twelve (12) Directors including officers

shall be elected in a given year.

SECTION VIIb. At the discretion of the Board of Directors, as many as two (2) of these seats

may be designated to represent the state of Georgia.

SECTION VIIc. The exact number of Board of Director seats shall be determined by a vote of

the Board of Directors.

SECTION VIII.

8

SECTION VIIIa. Regular meetings of the Board of Directors shall be set by the board

providing there is a minimum of at least one meeting held each quarter during the fiscal

year. Special meetings may be called by the President or any two (2) directors. Ten (10)

days minimum written notice shall be given of all meetings of the Board of Directors. The

Board of Directors may conduct business via conference call, US mail, facsimile, email or

any other electronic means approved by the Board. Minutes of the Board of Director

meetings shall be published in the next Association newsletter. All regularly scheduled

Board of Director meetings shall be open to the general membership. Regular members

may attend; however, they may not enter into debate or speak without permission of the

presiding officer.

SECTION VIIIb. All Board members are urged to attend all meetings of the board. The

Secretary shall include in the minutes a record of those board members attending and

those not attending each meeting.

SECTION IX. The immediate Past-President shall automatically be a member of the Board of

Directors for a two (2) year term. Should the Past-President resign from the Board of Directors,

his/her position may not be filled for the remainder of his/her term.

SECTION X. Any vacancy occurring in the Board of Directors shall be filled by the Board of

Directors from the general membership. A director shall be elected or appointed for the

unexpired term of his predecessor in office or for a term commensurate with the terms of

those directors then in office.

SECTION XI. Any director/officer who fails to attend two (2) consecutive regularly scheduled

meetings of the Board of Directors may be removed from the Board by a vote of the general

membership at the annual meeting or at a regularly scheduled meeting of the Board of

Directors when such removal has been announced in advance in the Association’s newsletter.

ARTICLE XI. NOMINATING COMMITTEE

SECTION I. A nominating committee consisting of five (5) shall be appointed by the President at

least 90 days prior to the Annual Meeting.

SECTION II. The nominating committee shall be selected from the general membership. The

chairperson shall be elected by the members of the nominating committee.

SECTION III. A minimum of three (3) persons shall constitute a quorum for the nominating

committee.

SECTION IV. The nominating committee shall nominate one (1) eligible member for each office

and directorship to be filled.

9

SECTION V. The chairperson shall report the nominees to the Board of Directors at least 30 days

prior to the Annual Meeting. Announcement of the nominees shall be published in the

Association newsletter prior to the annual meeting.

SECTION VI. The general membership shall have full opportunity to make additional

nominations for any office or Board of Director seats open for election from the floor during the

annual meeting.

SECTION VII. Only those persons who have signified their consent to serve if elected may be

nominated for or elected to such offices or directorships.

ARTICLE XII. COMMITTEES

The Board of Directors, by majority vote, shall create such committees, as it may deem

necessary to accomplish the objectives and carry on the work of the Association. Each such

committee shall have as a member at least one director other than the President.

The committee, and the chairperson of each such committee, shall be appointed by the

President unless otherwise specified in another Article of these Bylaws.

The President shall be an ex-officio member of all committees except the nominating

committee.

ARTICLE XIII. GENERAL MEMBERSHIP MEETINGS

SECTION I. There shall be an annual meeting of the Association. The Board of Directors shall

select the date and time of the annual meeting and determine if the annual meeting shall be

held via conference call, or other electronic means or select the location for members to

convene. The Board shall provide written notice of the annual meeting at least 30 days in

advance.

SECTION II. Written or printed notice stating the place, date, day, and hour of the meeting, and,

in the case of a special meeting, the purpose or purposes for which the meeting is called, shall

be delivered not less than ten (10) days before the date of the meeting, either personally, by

phone or mail, published on the association’s website or in the Association newsletter to each

member entitled to vote at such meeting.

SECTION III. Special meetings of the general membership of the Association may be called by

the President or any two (2) members of the Board of Directors.

SECTION IV. Members holding one-tenth (1/10) of the votes entitled to be cast, shall constitute

a quorum for the transaction of business at any meeting of the general membership. The vote

of the majority of the votes entitled to be cast by the members at a meeting at which a quorum

is present, shall be necessary for the adoption of any matter voted upon by the members.

10

ARTICLE XIV. AWARDS

The Board of Directors, may at their discretion, select a private individual or a member from

any membership category, each year to receive an award for outstanding achievements in

working to further the objectives of the Association. Such award to be presented during the

annual meeting if possible

ARTICLE XV. ASSOCIATION POWERS

SECTION I. The Board of Directors shall have the authority to receive by lease, purchase, gift or

donation, bequest or devise, real or personal property on behalf of the Association.

SECTION II. The Association shall have the power to sell real property owned by it as necessary

for the transaction of Association business, such action shall be approved by a majority vote of

those active Association members present at a regular or specially called meeting, upon such

notice as is required by Article XIII of the Bylaws of the Association.

SECTION III. The Association shall have the power to borrow money to be used in payment of

property purchased by it and for erecting buildings, making improvements, and for other

purposes germane to its Association objectives, and, secure the repayment of such property,

real, personal, or mixed, as may be owned by it, and it may in like manner secure by mortgage,

pledge, or deed of trust, any existing indebtedness which it may have lawfully contracted, such

action shall be approved by a majority vote of the Association membership entitled to vote at a

regular meeting of the membership thereof.

SECTION IV. The Association shall have this authority to enter into agreements with individuals,

public, or private organizations or groups of corporations for the purpose of securing a vested

interest in the lands over which the Overmountain Victory National Historic Trail or the

reenactment route may cross or on which associated campsites or historic sites may occur.

SECTION V. The Association shall have the authority to enter into agreement with any

governmental agency, individual, public or private organizations or group or corporation for the

purpose of developing, protecting or promoting the Overmountain Victory National Historic

Trail, the reenactment route or any associated campsites or historic sites.

SECTION VI. The Board of Directors shall have the authority to set a fee for participation in the

reenactment march. The proceeds from that fee shall be applied to defray operating expenses

of the reenactment march or to meet the objectives of the Association.

ARTICLE XVI. PARLIAMENTARY AUTHORITY

“Robert’s Rules of Order Newly Revised” shall govern the Association in all cases in which they

are applicable and in which they are not in conflict with the Bylaws or the Articles of

Incorporation.

11

ARTICLE XVII. AMENDMENTS

These Bylaws may be amended at any annual or special meeting of the Association’s general

membership by a two-thirds (2/3) vote of the votes entitled to be cast by the membership

present at a meeting at which a quorum is present, provided that written notice of the

proposed amendment (s) shall have been given each member at least ten (10) days prior to said

meeting by mail or by being published in the Association newsletter and that the proposed

amendment has been approved by the Board of Directors.

Amendments to these Bylaws approved: at the January 21, 2017 annual meetings of the

membership, and previous amendments in:

2016

2013

2007

2004

2000

1998

1996

1998


Powered by Wild Apricot Membership Software