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CONSTITUTION and BY-LAWS of the YARBROUGH NATIONAL GENEALOGICAL & HISTORICAL ASSOCIATION, INC. (YNGHA) INTRODUCTION. When the YNGHA was incorporated as a not-for-profit educational and research entity (under the laws of the Commonwealth of Virginia), there were two major classes of membership (1) full member, with voting privileges, and (2) associate member, with no privileges other than participation in the annual conferences and receipt of the Yarbrough Family Quarterly. Also, the membership year of the YNGHA was set as being from August 1 through July 31 of the following year. This latter stipulation was a source of confusion. At the 1993 YNGHA conference in Huntsville, AL, the first point was addressed by both the Directors and the general membership in attendance. The YNGHA's fiscal year was then changed to be concurrent with the calendar year. The by-laws were also changed to reflect a single membership class, with all members having full privileges so long as their dues are paid. Annual dues were initailly set at $20.00 but were later reduced to $15. The dues have since been raised back to $20.00.
ARTICLE I
NAME Section 1.1. Name. The name of the corporation is the YARBROUGH NATIONAL GENEALOGICAL & HISTORICAL ASSOCIATI0N, INC. (the "corporation").
ARTICLE II
PURPOSES Section 2.1. Purposes. The corporation is organized and shall be operated exclusively for nonprofit education and charitable purposes, including without limitation, the purposes stated in the corporation's Articles of Incorporation.
ARTICLE III
OFFICES Section 3.1. Principal Office. The principal office of the corporation shall be in the Commonwealth of Virginia, located at such place as the Board of Directors shall from time to time designate. Section 3.2. Other Offices. The corporation may have such other offices, located within or without the Commonwealth of Virginia, as the Board of Directors may determine from time to time.
ARTICLE IV
MEMBERS Section 4.1. Classes of Members. Membership in the corporation shall be unlimited in number. Any person claiming connection to the Yarbrough family and whose annual dues are paid in full shall be considered a member of the Corporation with voting rights attached thereto. Section 4.2. Admission of Members. (a) Any person interested in becoming a member of the corporation shall submit a written and signed application, on a form approved by the Board of Directors The completed application and payment of the required dues are to be sent to the officer designated on the application form.. Section 4.3. Voting Rights: Eligibility to Serve as Director or Officer. Regular members shall have the right to vote for Directors of the Corporation and on all matters requiring membership approval by law, the Articles of Incorporation or these By-laws, and shall be eligible to serve as Directors and officers of the corporation. Section 4.4. Dues. (a) The dues shall be fixed by the Board of Directors on an annual basis. (b) Dues shall be payable in advance at the beginning of each fiscal year of the corporation. Any member whose dues are in arrears for one (1) month shall be notified in writing of such arrearage by an assigned member of the Board of Directors. If payment is not received within two (2)weeks, said membership shall be terminated. (c) Special assessments necessary for the work of the corporation may be recommended by the Board of Directors to the members, and shall be levied only on the majority vote of the active members in attendance at the annual meeting. Section 4.5. Resignation. Any member may resign by filing a written resignation with the Secretary of the corporation, but such resignation shall not relieve the resigning member of the obligation to pay any dues, assessments or other charges accrued and unpaid prior to such resignation. Section 4.6. Reinstatement. On written request signed by a former member and filed with the Secretary of the corporation, the Board of Directors, by the affirmative vote of two-thirds (2/3) of the entire Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate. Section 4.7. Transfer of Membership. Membership in the corporation shall not be transferable or assignable.
ARTICLE V MEMBERS' MEETINGS Section 5.1. Annual Meeting. Nine (9) months in advance, the Conference host shall submit a report to the Treasurer detailing the selected hotel, anticipated Conference activities, any planned extra-curricular activities, the banquet style, dress code and locale. The report is to include all anticipated costs associated with the Conference. At no time during the preliminary planning is the host to obligate the Association financially, without first consulting with the Treasurer. Within two (2) months before a scheduled annual meeting, the President and Treasurer shall together determine whether adequate funding is available to hold an annual conference. The results and the host's plans will be reported to the Board of Directors for a final decision. With financial clearance, the annual meeting of the members of the corporation shall be held each year at such time and place as shall be designated by the Board of Directors. In the event of cancellation, the membership shall be promptly notified in a manner determined by the Board of Directors. Section 5.2. Special Meetings. Special meetings, for any purpose or purposes, unless prescribed by statute, may be called by the President, the Board of Directors, or active members.having one-twentieth (1/20) of the votes entitled to be cast at such meeting. Business transacted at all special meetings shall be confined only to business within the purpose or purposes described in the notice of the meeting. Section 5.3. Notice. Notice of the date, time and place of each annual and special meeting of members shall be given almost one year in advance for the annual meeting. Any special meeting to act on an amendment of the Articles of Incorporation, a plan of merger, a proposed sale of assets or the dissolution of the corporation shall be given not less than twenty-five (25) nor more than sixty (60) days before the date of such meeting. Only notice of a special meeting must state the purpose or pwposes for which the meeting is called. All meetings shall be held at the date, time and place fixed by the Board of Directors. Section 5.4. Record Date. The Board of Directors may fix in advance a date as the record date for a determination of members for any purpose, such date to be not more than seventy (70) days before the meeting or action requiring such determination of the members.Section 5.5. Proxies. At any meetings of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. A proxy shall become effective when received by the Secretary of the corporation or other officer or agent authorized to tabulate votes. No proxy shall be valid after eleven (11) months from the date of its execution, unless a longer period is provided for in the proxy. Section 5.6. Quorum and Voting Requirements. Members holding one-tenth (1/10) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law. the Articles of Incorporation or these Bylaws. Section 5.7. Conduct of Meetings. The President shall preside over all meetings of the members. If he is not present, the Vice President shall preside. If he is not present, or if there is no Vice President, then either the Secretary or the Treasurer shall become the presiding officer. If none of the officers are present, a Chairman shall be elected by the meeting. The Secretary of the corporation shall act as secretary of all meetings if he is present. If he is not present, the Chairman of the meeting shall appoint a Secretary of the meeting. Section 5.8. Actions Without a Meeting. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting and without action by the Board of Directors if the action is taken by all of the members entitled to vote on the action. Such action shall be evidenced by one or more written consents describing the action taken, signed by all of the members entitled to vote on the action, and delivered to the Secretary of the corporation for filing with the corporate records.
ARTICLE VI
BOARD OF DIRECTORS Section 6.1. General Powers. The management of all the affairs, property and business of the corporation shall be vested in a Board of Directors. Section 6.2. Number, Qualifications, Election, Classes and Term. (b) The initial Directors are those persons elected by the incorporator or the corporation, and they shall serve until the first annual meeting of members. At the first annual meeting of members and at each annual meeting thereafter, the members shall elect the Directors of the corporation. Candidates for election to the Board of Directors shall be nominated by the Board. Also, nominations may be made by any member from the floor at the Annual Membership Meeting. (c) As of the first annual meeting of members, the Board of Directors shall be divided into three (3) classes, designated as Class One, Class Two, and Class Three. Each class shall consist of not less than three (3) nor more than four (4) directors. (d) The members shall elect Directors to fill all positions on the first annual meeting of the members. The initial tenn of office for the Class One Directors shall expire at the second annual meeting of members, the initial term of office for the Class Two Directors shall expire at the third annual meeting of members, and the initial term of office for the Class Three Directors shall expire at the fourth annual meeting of members. Upon expiration of the initial tenn of office, all Directors shall be elected for the term of three (3) years, so that one-third (113) of the Directors shall be elected each year. A director shall serve until the expiration of the term or until his successor is elected and qualified. There is no limit on the number of terms a Director may serve. Section 6.3. Regular Meetings. The annual meeting of the Board of Directors shall be held during the annual conference without notice other than this Bylaw, at an appointed time preceding the members' meeting. Both meetings will take place on the same site. Additional regular or special meetings of the Board of Directors may be held at such times and places as may be fixed by resolution of the Board without notice other than such resolution. Section 6.4. Special Meetings and Notices. Special meetings of the Board of Directors may be held at such times and places as may be fixed by resolution of the Board, or upon call by the President. Notice of any such special meeting not held at a time fixed by a resolution of the Board shall be given to each Director at least twenty-four (24) hours before the meeting at his residence or business address or by delivering such notice to him or by telephoning, telegraphing, or telecopying it to him at least twenty-four (24) hours before the meeting. Any such notice shall contain the time and place of the meeting, but need not contain the purpose of any meeting. Meetings may be held without notice if all of the Directors are present or those not present waive notice before or after the meeting. Section 6.5. Telephone and Electronic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference or electronic media ( teleconference, internet forum, e-mail, chat rooms or similar means) and participation in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting. Section 6.6. Quorum. A quorum at all meetings of the Board of Directors shall consist of one-third (1/3) of the entire Board. If less than a quorum is present at a meeting, a majority of those present may postpone the meeting to a subsequent date without any further notice to any of the Directors. A quorum shall be necessary at such subsequent meeting for all purposes except, as noted below, for the filling of vacancies on the Board. Section 6.7. Action of the Board. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater proportion is required by law, the Articles or Incorporation or these by-laws. Section 6.8. Action Without a Meeting. Any action which may be taken by the Directors in a meeting may be taken by the unanimous written consent of all Directors. Section 6.9. Removal and Vacancies. The Board of Directors may remove any Director, with or without cause, and fill the vacancy. A Director may be removed by a vote of a majority of the Board of Directors only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one declared of the purposes of the meeting, is removal of the Director. Any vacancy arising from the Directors including vacancies created by an increase in the number of Directors occurring between the annual meeting of members shall be filled by the remaining members of the Board of Directors.
ARTICLE VII
OFFICERS Section 7.1. Officers: Qualifications. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. President, Secretary and Treasurer shall be elected from the Board of Directors of the corporation. The Board of Directors may elect or appoint other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, who need not be Directors. AlI officers shall be active members of the corporation. Any officer may hold more than one office simultaneously. Section 7.2. Election, Term and Removal. The regular membership at the Annual Meeting shall elect President, a Vice President, a Secretary and a Treasurer. All officers shall serve for a term of one year and until their respective successors are elected and qualified, but any officer may be removed summarily with or without cause at any time by the vote of a majority of all the Directors. There is no limit on the number of terms an officer may serve. Vacancies among the officers may be filled by the Directors for the un-expired portion of the term. Section 7.3 President. The President shall be the Chairman of the Board of Directors and chief executive officer of the corporation, and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the Board of Directors as well as all members' meetings. He shall have general supervision, direction and control of the business of the corporation. The President shall serve as an ex officio member of all committees created by the Board. Except as the Board of Directors shall authorize the execution thereof in some manner, he shall execute bonds, mortgages, and other instruments requiring it and when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer. Section 7.4. Vice President. The Vice President shall have such powers and shall perform such duties as shall be assigned by the Board of Directors and the President. The Vice President shall become the President in the event of a vacancy in the office of President. Section 7.5. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of members and Directors, and all other notices required by law, the Articles of Incorporation or these by-laws, and in case of his absence or refusal or neglect to do, any such notice may be given by any person there unto directed by the President, or by the Directors, or members, upon whose requisition the meeting is called as provided in these by-laws. He shall record all the proceedings of the meetings of the members and Directors of the corporation in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of an Assistant Secretary. Section 7.6. Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request, an account of all his transactions as Treasurer and of the financial condition of the corpor2tion. If required by the Board of Directors, he shall give the corporation a bond for the financial discharge of his duties in such amount and with such surety as the Board shall prescribe. Section 7.7. Assistant Secretary and Assistant Treasurer. Assistant Secretaries and Treasurers, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors or officers.
ARTICLE VIII
INDEMNIFICATION Section 8.1. Advances. The corporation will reimburse the reasonable expenses incurred by a Director, officer, employee or agent who is a party to a proceeding if (i) the Director, officer, employee or agent furnishes the corporation with a written statement of his good faith belief that he has met the standard of conduct described in the Articles of Incorporation, (ii) the Director, officer, employee or agent furnished to the corporation a written undertaking, executed personally, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section. Section 8.2. Determination and Authorization of Indemnification. (a) The corporation will not indemnify a Director, officer, employee or agent unless authorized in the specific case after a determination has been made that indemnification of the Director, officer, employee or agent is permissible in the circumstances because he has met the standards of conduct. (b) The determination shall be made by any of the following: (i) A majority vote of a quorum of only the members of the Board of Directors who are not at the time parties to the proceeding; (ii) ) If a quorum cannot be obtained under paragraph {i), by a majority vote of a committee duly designated by the Board of Directors consisting solely of two or more Directors not at the time parties of the proceedings; or, (iii) by special legal counsel either selected by the Board of Directors or its committee or, if a quorum of the Board of Directors cannot be obtained and a committee cannot be designared, selected by a majority vote of the entire Board of Directors, in which selection of those Directors wbo are parties to the proceedings may participate; or, (iv) by the members, excluding members who are, at the time, parties to the proceeding.
ARTICLE IX
SEAL Section 9.1. Seal. The Board of Directors shall provide a corporate seal, which shall be a circular die containing the name of the corporation and the state and year of its incorporation.
ARTICLE X
CONTRACTS, CHECKS, DEPOSITS AND GIFTS Section 10.1. Contracts. Host for the Conference will inform the President and the Treasurer as to the proposed cost before they make any agreements with the hotels and food service. The President and Treasurer will conference before one of them signs the contracts. All incidental expenses should be covered by the registration fee or to increase the price of the meal. Section 10.1. Contracts. The host for the Conference shall inform the President and the Treasurer as to the proposed cost before entering into any agreements with the for lodging and food service. The President and Treasurer shall concurbefore one of them signs the contracts. All incidental expenses should be covered by the registration fee or the increased price of the meal.. Section 10.2. Checks, Drafts or Orders. Directors from time to time may authorize. In the absence of such authorization by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President. The signature of any such person may be a facsimile when authorized by the Board of Directors, provided that, if two signatures are required on a particular instrument, one such signature must be an original signature. Section 10.3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select. Section 10.4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for any of the corporation's purposes as set forth in the Articles of Incorporation.
ARTICLE XI
FISCAL YEAR Section 11.1. Fiscal Year The fiscal year of the corporation shall be January 1st to December 31st.
ARTICLE XII
CERTIFICATES OF MEMBERSHIP Section 12.1. Such certificates shall be signed by a designated officer of the corporation.
ARTICLE XIII OFFICES, BOOKS AND RECORDS Section 13.1. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the membership committee, and shall keep a record giving the names and addresses of all of the members of the corporation. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XIV
PARLIAMENTARY AUTHORITY Section 14.1. Parliamentary Authority. Except as otherwise provided by law, the Articles of Incorporation or these by-laws, Roberts' Rules of Order, shall be the parliamentary authority for the conduct of all meetings of the corporation, Directors and committees.
ARTICLE XV
AMENDMENT OF BYLAWS Section 15.1. Alteration, Amendment or Repeal. These by-laws may be altered, amended or repeated, in whole or in part, by a vote of two-thirds (2/3) of the entire Board of Directors at any regular or special meeting, or by a vote of two-thirds (2/3) of all active members at any regular or special meeting called for such purpose. Adopted: July 27, 1992 Signed: /s/ Roger Yarbrough Amended: August 19, 2005 Signed: /s/ Tee Y. Devine 
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