CHEATHAM COUNTY HISTORICAL AND GENEALOGICAL ASSOCIATION BY-LAWS
REVISED 28 AUGUST, 2003
NAME AND LOCATION
Sec. 1 The name of this organization shall be The Cheatham County Historical and Genealogical Association Incorporated.
Sec. 2 The principal office of this organization shall be located in Cheatham
Sec. 3 The purposes for which the corporation is organized are exclusively
religious, charitable, scientific, literary and educational within the
meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the
corresponding provision of any future United States Internal Revenue law.
Sec. 4 Notwithstanding any other provision of these articles, this organization
shall not carry on any activities not permitted to be carried on by an
organization exempt from Federal Income Tax under section 501(c)(3) of the
Internal Revenue Code of 1986 or the corresponding provision of any future
United States Internal Revenue law.
PURPOSE, BUSINESS AND FUNCTION
Sec. 1 The purpose and business of the organization shall be to implement a
system of study and preservation of the historical and genealogical
facts of Cheatham County, Tennessee and its' inhabitants, present and past.
Sec. 2 The organization's major function will be to discover and collect any
material which may help to establish or illustrate the history of the area including: its' exploration, settlement, development and activities in peace and in war; its' progress in population, wealth, arts, education, science, agriculture, manufactures, trade and transportation. It will collect printed material, such as histories, genealogies, biographies, descriptions, gazettes, directories, newspapers, pamphlets, catalogs, circulars, handbills, programs, and posters; manuscript material such as letters, diaries, journals, memoranda, reminiscences, rosters, service records, account books, charts, surveys, and field books; and museum material such as pictures, photographs, paintings, portraits, scenes, aboriginal relics, and material objects illustrative of life conditions, events, and activities of the past and present. It will provide for the preservation of such material and for it's accessibility, as far as may be feasible, to all who wish to examine or study it. The Association will cooperate with officials in insuring the preservation and accessibility of the records and institutions, and undertake the preservation of historic buildings, monuments and markers. The Association will disseminate historical material in the newspapers or otherwise; by holding meetings with pageants, addresses, lecturers, papers and discussion; by marking historic buildings, sites and trails and by using the media of radio and television to awaken public interest.
Sec. 1 The duration of this organization is intended to be everlasting. However, in
recognition of the fact that events sometimes preclude perpetuation, a separate provision is included herein for dissolution in the event of the necessity for such an occurrence.
Sec. 1 Monthly meetings will be held the fourth Thursday of each month except in November and December. In November the monthly meeting shall be held on the third Thursday. No regular meeting will be held in December.
Sec. 2 Additional Meetings.
a. Membership meetings may be called by the President at any time, or
upon petition in writing of 10% of the members. A notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings when possible; otherwise, telephone communication will be utilized to advise local members.
b. Special Board meetings may be called by the president or by the Board
of Directors upon written application of three (3) members of the Board. Notice shall be given to each director at least one (1) day prior to said meeting.
Sec. 3 The presence of six members who have paid dues for the current year at any
regular or special called meeting shall constitute a quorum for the purpose of voting and completing action on matters before any meeting except that three or more members of the Board of Directors shall constitute a quorum for that body.
Sec. 4 Election of Officers shall take place at the monthly meeting in February of
each year. A nominating committee shall be appointed by the President during the meeting in November of each year and that committee will present a slate of proposed officers at the January meeting that have indicated their desire or acceptance to serve in the capacity selected.
Sec. 5 Each member shall be entitled to cast one vote on any subject at any
meeting wherein a vote by members is called for; a quorum has been met and a vote is necessary; except that members attending chapter meetings, as guests, shall refrain from voting on matters related specifically to the particular chapter visited.
Sec. 6 The current edition of "Robert's Rules of Order" shall be accepted as the
final authority in questions of parliamentary procedure in the conduct of all meetings insofar as consistent with these By-Laws.
Sec. 7 Monthly meeting places may be rotated as desired and necessary to
provide opportunities for each Chapter to host meetings of the Association.
Sec. 8 Officers of the Association, who miss as many as three meetings in
succession, without just cause or explanation may be removed from office and replaced by vote of the majority of members present at a regular or special called meeting.
BOARD OF DIRECTORS
Sec. 1 The Board of Directors shall be made up of the four founding members (James M. Allen, Betty Cannon, Thelma Heflin, and Mary Grey Jenkins), unless membership is terminated for any reason. Additionally, the current President of each established Community Chapter will automatically become members of the Board of Directors upon election and so serve until their term expires. All elected officers of the Association shall become members of the Board with the Secretary of the Association serving as the Secretary of the Board. The immediate Past President of the Association will be elevated to the Board upon conclusion of their term of office and will serve until the current retiring President assumes that position.
Sec. 1 (a) One member will be elected from the general membership to the
Board of Directors at the annual election of officers meeting in February of
each year. The number of Board Members shall be no less than seven or
more than eleven.
Sec. 2 The Board of Directors shall have general supervision of the affairs of the Association and shall authorize activities which are consistent with the By-Laws of the Association. Recommendations of the Board of Directors for expenditure of funds must be ratified by the members present at a regular monthly meeting or special called meeting of the Association.
Sec. 3 Members of the Board of Directors shall elect their own Chairman from members of the Board.
Sec. 4 The Board of Directors shall meet at the call of the Chairman of the Board
or President of the Association when deemed necessary but not less than on a quarterly basis.
Sec. 5 Members of the Board of Directors may serve as officers of the Association.
Sec. 6 A member of the Board of Directors may be removed for just cause by a majority vote of the officers and members present at any regular meeting of the Association. A member of the Board of Directors may be automatically removed for failure to attend three consecutive Board of Directors meetings or regular monthly meetings of the Association without just cause.
Sec. 1 This organization shall be funded by contributions, donations, gifts, grants,
bequeaths, gratuities and membership dues.
Sec. 2 All funds received by this organization shall be used for administration, operation and preservation of those functions indicated in Article II.
MEMBERSHIP AND DUES
Sec. 1 Membership shall be open to any individual desiring to participate in the endeavors stated herein. There will be no discrimination, of any nature, practiced in this Association.
Sec. 2 Membership dues shall be established by vote of the membership present at
the monthly meeting in February each year.
Sec. 3 Membership dues for all members, other than life members and those who are age 80 and older, will become payable on January 1st of each year and will become delinquent on January 31st. New members who join during the last quarter of the year will be paid up for the next full year. Free membership will be awarded to any person 80 years plus who indicates a desire to join the Association.
OFFICERS AND DUTIES
Sec. 1 The Association shall have the following Officers elected from within its
Sec. 2 President: The President shall preside at all regular and special called meetings of the Association. The President shall appoint all committees and be a member thereof.
Sec. 3 Vice President: The Vice President shall, in the absence of the President, perform the duties and responsibilities of the President and perform such other functions as required and directed.
Sec. 4 Secretary: The Secretary shall record all minutes of the meetings of this Association and enter such minutes in an appropriately bound book for future reference, and perform such other functions as required and directed.
Sec. 5 Assistant Secretary: The Assistant Secretary shall, in the absence of the Secretary, perform the duties and responsibilities of the Secretary and such other functions as required and directed.
Sec. 6 Treasurer: The Treasurer shall (under the direction of the Finance Committee) receive and disburse all funds of the Association and assume responsibility for safe-keeping all funds as authorized by the Association. The Treasurer shall establish and maintain such bookkeeping procedures as are necessary in accordance with accepted practices and principles of a bookkeeping system.
Sec. 6 (a) Checks and/or disbursements in any amount over two hundred
fifty ($250.00) dollars shall be signed by both the Treasurer and President.
Sec. 6 (b) A Treasurer's report shall be given at the monthly meetings as well as an indication of Application of Renewal of the Certificate of Existence/Authorization with the Secretary of State and Certificate of Tax Clearance with the State of Tennessee Department of Revenue at the meeting in February of each year.
Sec. 7 Officers Succession: Upon retiring from office, officers shall deliver to their successors all records and property belonging to the Association.
Sec. 1 Standing Committees shall be appointed by the President as needed and
shall include the following:
BUILDING AND GROUNDS
Sec. 2 Duties and responsibilities of committees:
a. Membership Committee - It shall be the goal of the Membership
Committee to procure members for the Association, collect dues, turn them over to the Treasurer, establish sound practices for solicitation for members and provide the Secretary with appropriate names, addresses and telephone numbers of individuals joining the rolls of the Association.
b. Finance Committee - It shall be the responsibility of the Finance
Committee to establish programs relating to the procurement of funds, other than membership dues and turn them over to the Treasurer to include establishment of fund raising events and other programs related to enhancement of the treasury. Additionally, the Finance Committee shall ensure that theTreasurer establishes bookkeeping practices consistent with the needs of the Association and require the Treasurer to establish programs for annual audits to be reviewed by the Finance Committee and CPA as appropriate.
c. Program Committee - It shall be the responsibility of the Program
Committee to provide for entertainment, including, but not limited to, lectures, debates, speeches, instructional programs, show and tell programs, social affairs and such other activities deemed appropriate and applicable and in the best interest of the Association and its' membership and in accordance with the purpose of the Association indicated in Article II.
d. Building and Grounds Committee - It shall be the duty of the Building
and Grounds Committee to involve itself in the search for and procurement of a structure or site for the location of a museum for the housing of artifacts and documents related to the history and genealogical papers generated by participating members and citizens wishing to have such items included therein; to inspect and recommend sites, buildings, residences and items of interest for documentation as historical entities to be marked and preserved for the interest and enjoyment of future generations and membership of this Association.
e. Genealogical Committee - It shall be the responsibility of the
Genealogical Committee to:
(1) Review and recommend items of genealogical research for inclusion and preservation in the records of the Association for information and enjoyment of the membership of this Association and future generations of Cheatham Countians;
(2) Assist and provide expertise and assistance in such genealogical matters to those interested in and involved in researching their own background and history; and
(3) Recommend and/or provide publications, manuscripts, pictures, maps and assorted materials related to genealogical matters.
f. Artifact Committee - It shall be the responsibility of the Artifact Committee to establish procedures for the review, research and documentation, acceptance and display of items presented to the Association for inclusion in the records of the Association or other suitable location for public display.
g. Historical Committee - It shall be the responsibility of the Historical
(1) Review, research, document and publish accurate, factual and legendary
information to members of the Association and the public in any manner
deemed appropriate and suitable regarding the history of Cheatham
County, to include matters occurring presently and in the future of
historical significance; and
(2) Seek out suitable storage space for housing donated artifacts and/or
articles of historical significance, and to collect the same once space is
Sec. 3 Members of the Standing Committees will serve and may be replaced at the
pleasure of the President.
Sec. 1 The By-Laws may be amended at a called meeting by a majority vote of the members and officers present, provided however, that the proposed changes to the By-Laws must be:
(1) submitted in writing to the the members at a regular meeting of the
(2) published in the monthly Newsletter prior to the called meeting; and
(3) made available in writing at the office of the Association.
The called meeting will occur within 45 days of the regular meeting during
which the proposed changes were submittted.
Sec. 2 No amendment shall be made to these By-Laws that would change the status of this Association from a not-for-profit organization to an Association for profit.
Sec. 1 If, at any time in the future, it becomes necessary to dissolve this
Association, due to lack of interest or any other reason, assets (Real and Personal), after all efforts have been exhausted, to return them to rightful owners from whom donated and settlement for any just debts of the Association have been reached, the remnants will be donated to the Cheatham County Public Libraries along with any documentation initiated by or in the possession of the Association.
Sec. 2 However, if the named recipient is not then in existence or no longer a
qualified distributee, or is unwilling or unable to accept the distribution, then the assets of this organization shall be distributed to a fund, foundation or organization which is organized and operated exclusively for the purpose specified in section
501(c)(3) of the Internal Revenue Code.
Sec. 1 It is recognized that all communities within the county are integral parts
of this Association. However, to facilitate the accomplishment of these endeavors, it is recognized that individuals within these separate communities have valuable knowledge incidental to the history and heritage of particular towns and townships. Therefore, it is hereby authorized and provided that Community Chapters may be established.
Sec. 2 Any chapter established under the Association will be subject to the
(a) Individual chapters will elect their own officers consistent with the
officers proposed herein.
(b) A chapter will be deemed established and operational upon
submission and acceptance of its own set of By-Laws to the Cheatham County Historical and Genealogical Association.
(c) To assist in the establishment of Chapters, upon approval and acceptance, Chapters will receive an amount equal to 25% of membership dues collected from each member joining the Association who designates that Community Chapter as their chapter of choice. In order to facilitate bookkeeping, payments of funds derived from dues will be forwarded to Chapters on a semi-annual basis during the months of April and September.
(d) Chapters will assure that By-Laws contain similar goals and aims
in keeping with the provisions of these By-Laws.
(e) Chapters may establish their own meeting dates but are requested to ensure that the date of the Association's monthly meeting remain open.
Sec. 3 All members of the Association are invited to attend meetings and events
of any of the established chapters in order to partake of the knowledge of the history and heritage of individual communities of the county but may be excluded from voting on matters actually pertaining to matters not particular to their own chapter.
THESE BY-LAWS WERE ADOPTED BY THE MEMBERSHIP OF THE CHEATHAM COUNTY HISTORICAL AND GENEALOGICAL ASSOCIATION ON 28 AUGUST, 2003, BY MAJORITY VOTE AT A CALLED MEETING AND SUPERSEDE ALL PAST ISSUES OF SAME.
R. D. HUFFINES, President
James M. Allen, Secretary
December 1, 2003