ANDREAS KILLIAN DESCENDANTS HISTORICAL ASSOCIATION
ARTICLE – NAME AND PURPOSE
Section 1- Name: The name of the organization shall be Andreas
Killian Descendants Historical Association.
It shall be a nonprofit organization incorporated under the laws of the state
of North Carolina.
Section 2- Purpose: Andreas Killian Descendants Historical
ssociation is organized
exclusively for charitable, historical, and educational purposes.
ARTICLE II – MEMBERSHIP
Section 1- Membership: Membership shall consist of persons attending the
Annual Business Meeting who are direct or lateral kin to Andreas Killian and
their spouses and siblings. Those individuals not possessing the above
mentioned qualifications may qualify as Non-Voting Members.
ARTICLE III – BOARD OF DIRECTORS
Section 1- Board role, size, and
compensation: The Board of Directors
is responsible for the overall policy and direction of the Association, and
delegates responsibilities to members and other interested persons. The Board
shall have up to 7 but no fewer than 4 members. No compensation will be paid to
Section 2- Terms
: All Board Members shall serve staggered two-year terms. Board
Members are eligible for re-election for up to two consecutive terms or
indefinitely as the membership deems appropriate by majority vote at the Annual
Business Meeting. Ex-Officio Members shall serve while in office as Officers.
The Ex-Officio Members shall be appointed by the President.
Section 3- Meetings and notice: The Board shall meet at least once yearly, at an
agreed upon time and place. An official board meeting requires 75% of the
boards members be present. If 75% of the boards members are not able to be
present, either the President or the Vice President can be used to reach the
required 75%, but not both. The Executive Committee of the Board can meet as
needed to remain versed as to the Association's direction and information.
Section 4- Board elections
: Board elections will occur every two years at the
Association’s Annual Business Meeting.
Section 5- Election procedures:
Board Members must be nominated from the floor or
recommended by a Nominating Committee. If no Nominating Committee is appointed
by the President, the Executive Committee shall serve as the Nominating
Committee. A simple majority vote from the floor is required to solidify
Section 6- Initial Board of Directors:
Leon M. "Chip" Killian, Waynesville, NC
Joe Killian, York, SC
Dan Tingen, Raleigh, NC
Sandy Phillips, Cornelius, NC
Doris Pope, Ex-Officio
Eric Killian, Ex-Officio
Eddie Killian, Ex-Officio
Dan Sipe, Ex-Officio
Section 7 – Initial Officers:
President: Eric Killian, York, SC
Vice President: Eddie Killian, Conover, NC
Secretary: Doris Pope, Cornelius, NC
Treasurer: Sandy Phillips, Cornelius, NC
style='color:red'>Program & Projects Dir: Dan Sipe
Historian: Wayne Milam, Birmingham, AL
Newsletter Editor: Charles Killian, Ellenwood, GA
Webmaster: Wayne Setzer, Charlotte, NC
Chaplain: Max Sipe, Etowah, NC
Members At Large: Lee Killian, Denver, NC; Steve
Killian, Hickory, NC; Conover,
NC; Kim Sipe, Conover, NC;
Section 8 – Executive Committee:
The Executive Committee shall be composed of the
President, Vice President, Secretary and Treasurer.
Section 9 – Duties of Officers:
Carryout the Association’s mission
and policies for its operation, ensuring that the provisions of the
organization’s charter and the law are being followed.
Set the organization’s overall
program from year to year and engage in longer range planning to establish its
general course for the future.
Establish fiscal policy and
boundaries, with budgets and financial controls.
Provide adequate resources for the
activities of the organization through direct financial contributions and a
commitment to fundraising.
Present ideas to the Board
concerning ways to improve the Association and/or to further its mission.
Develop and maintain a
communication link to the Descendants of Andreas Killian and the community,
promoting the work of the Association.
The term of all elected Officers shall begin with the adjournment of the
Annual Business Meeting. Any vacancy in the offices of Secretary or
Treasurer may be filled on a temporary basis, by the President and
Vice President’s decision.
President: The President shall preside at all
meetings of the Association, Executive Committee and Board of Directors. The
President shall be the Chief Executive Officer of the Association and shall
perform such duties as usually appertain to the office or as may be assigned by
the Association or the Board of Directors. In case of the death, disability or
resignation of the President, the Vice President shall perform the duties but
not assume the title of President.
Vice President: The Vice President shall perform such
duties as may be assigned to him or her from time to time by the Board of
Directors or the President. In the absence or disability of the President, all
authorized duties and obligations of that office shall devolve upon the Vice
President in their respective order of precedence during, but only during, such
absence or disability of the President.
Secretary: The Secretary shall keep or have kept the
minutes of all meetings of the Association, the Board of Directors, and the
Executive Committee and shall perform all other duties that usually appertain
to the Office of Secretary and also duties that may be assigned to the
Secretary by the Board of Directors, Executive Committee or the President.
Treasurer: The Treasurer, in accordance with regular
accounting practices and the determination of the Executive Committee, shall
supervise the collections and disbursements for the accounts of the
Association, shall act as Custodian of the Association’s funds and securities
and shall handle other duties assigned by the Executive Committee. The
Treasurer shall provide to the Members for approval, at the Association’s
Annual Business Meeting, a complete and thorough accounting of the year’s
financial activity. The Treasurer shall provide the Executive Committee and
Board of Directors with a completed Treasury Report at least 10 days prior to
the Annual Business Meeting. Audits shall be conducted annually or as
determined by the Executive Committee.
Historian: The Historian shall keep or have preserved
the historical data and materials related to the Association and it’s research
material given or discovered by normal means which relates to the Association
directly or indirectly for future generations and with oversight by the
Newsletter Editor: The Newsletter Editor will present
at least annually in written form features of the historical data and materials
related to the Association and it’s research material given or discovered by
normal means which relates to the Association directly or indirectly for future
generations and public interest with oversight by the Executive Committee and
other duties as assigned by the Executive Committee.
Webmaster: The Webmaster will digitally present
features of the historical data and materials related to the Association and
it’s research material given or discovered by normal means which
relates to the Association directly or indirectly for future generations
and public interest with oversight by the Executive Committee.
Responsibilities include overall management of the Association’s
website and other duties as assigned by the Executive Committee.
Chaplain: The Chaplain will open and close all
meetings with prayer and/or comments.
Members At Large: Members at Large are chosen by the
President or Vice President and/or Executive Committee to assist in
implementing needed activities for the goals and objectives of the Association.
Section 10 – Executive Committee:
The President, Vice President, Secretary and Treasurer
shall serve as the Executive Committee.
ARTICLE IV – AMENDMENTS
Section 1- Amendments:
These bylaws may be amended when
necessary by two-thirds majority of the Board of Directors.
ARTICLE V – ROBERTS RULES OF ORDER
Section 1- Adoption of Roberts Rules of Order:
The rules contained in the current edition of Robert's Rules of Order Newly
Revised shall govern the Society in all cases to which they are applicable
and in which they are not inconsistent with these bylaws and any s
pecial rules of order the Society may adopt
These bylaws were approved at a meeting of the Board of Directors by a
two-thirds majority vote on September 12, 2009.