BY-LAWS OF THE CLAIBORNE COUNTY HISTORICAL & GENEALOGICAL SOCIETY

(A Tennessee Non-Profit Organization)

Article I - Name, Insignia and Office

The name of the corporation shall be The Claiborne County Historical and Genealogical Society.

A suitable insignia may be designated and proudly displayed on stationary and publications of the society.

Our motto shall be "We are Products of Our Past" and be in the insignia and elsewhere.

The principal office of The Claiborne County Historical and Genealogical Society shall be located at 1734 Main Street, Suite 2, P.O. Box 32, Tazewell, TN 37879

The Claiborne County Historical and Genealogical Society, shall have and continuously maintain in the state of Tennessee, a registered office and a registered agent as required by the Tennessee Non-Profit Corporation Act. The registered office of the society may be, but need not be, identical with the principal office of the Society, and the address of the registered office and identify of the registered agent may be changed by the members.

Article II - Purpose

To engage in any and all lawful activities in furtherance of those items set forth under section la. Thereof both directly and through contributions to any other corporation, endowment, fund or foundation whose principle purposes are charitable, scientific, literary, educational, artistic, or cultural; provided any such activity or contribution shall conform to any applicable restriction of limitations set forth in corporation's character and/or By-Laws which are imposed on corporations described under 501 (c) (3) of the Internal Revenue code of 1954, as amended, and the Treasury Regulations promulgated thereunder from time to time.

To place designated bequest, donations, money from fund raising, gifts, membership dues, and grants into a Federal Deposit Insurance Corporation (FDIC) account.

Article III - Elective Officers & Membership

The officers of the Claiborne County Historical and Genealogical Society shall be President, Vice-President, Secretary and Treasurer. These officers shall constitute the Executive Committee. A Board of Trustees consisting of no less than five nor more than fifteen persons. This shall constitute the Recommendation Committee. All the Executive Committee must be Claiborne County residents.

Membership will be open to all without regard to race, creed, color, or notional origin. Voting privileges requires membership. Membership dues will be set annually by the members.

Members shall receive at least seven days published notice of the monthly meeting including date, time and place of meeting.

The officers of The Claiborne County Historical and Genealogical Society shall be elected in May at the regular May meeting. Each officer shall hold office for one (1) year or until his or her successor shall have been duly elected and installed. Vacancies may be filled at any meeting by the members.

Any member of the Society in good standing, his or her dues paid, shall be eligible to vote.

Any officer or director elected or appointed by the members may be removed by the members whenever, in it's judgment, the best interest of the Society would be served thereby. Such removal shall be by two/thirds vote of the members present and voting at a meeting called for such purpose (Example: non-attendance of three (3) consecutive board meetings will be considered a resignation, and the Board member will be so notified of the termination of their service). The officer or director shall have been given thirty (30) days notice in writing informing the director/officer of the reason(s) and be given on opportunity to be heard in person, or by counsel and allowed to call witnesses.

The president shall be the principal executive officer of the society and shall, in general, supervise and control all of the businesses and affairs of the society and shall preside at all meetings. The president, in general, shall perform all duties incident to the office of president and such other duties prescribed by the members fro time to time. Shall be cosigner of all checks with the Treasurer.

In the absence of or in the event of his or her disability or refusal to act, the vice-president shall perform all the duties of the president. The vice-president shall perform such duties as from time to time may be assigned to him by the president or the members.

The secretary shall keep the minutes of the meetings of the society and provide a copy to the president within 14 days after each meeting; be the custodian of the corporate records; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; keep a register of the post office address of each director and members of the society. Be responsible for all correspondence of the members;  and in general, perform all the duties incident to the office secretary and such other duties as may from time to time be assigned to him/ her by the president or by members.

The treasurer shall hove charge and custody of, and be responsible for, all the funds and securities of the Society; for receiving and giving receipts for monies due and payable to the society from any source whatsoever; and for depositing all such monies in the name of The Claiborne County Historical and Genealogical Society in such banks or other depositories as shall be selected in accordance with the provisions of these By-Laws. The president shall be co-signed with the treasurer of all checks written on the account of The Claiborne County Historical and Genealogical Society. The treasurer shall in general perform all duties incident to the office of treasurer and such other duties as may from time to time be assigned to him/her by the president or members.

The Board of Directors shall make up the Nominating Committee. Election of the Board members shall be at May election meeting. Founding Directors shall serve for a full term. Thereafter, terms may be three (3) full years with terms staggered to ensure continuity and expertise among the Board of Directors. Directors shall serve two (2) full terms after which they rotate off the Board for at least one (1) year. The Chairman of the Board shall be elected by the Board of Directors.

Article IV - Committees

The nominating committee is responsible for securing nominations. The presidents shall serve as on ex-officio member of this committee. Nominations can also be mode from the floor by any members in good standing.

The finance committee shall consist of at least three (3) presently serving Directors and shall include the Treasurer. The Finance Committee shall recommend an auditor and have an annual audit prepared. After receiving the report of I such audit, the committee shall prepare a report for the Executive Committee and the Board of Directors.

The organization shall have other committees as designated by resolution of the members. Any such committee shall report to the members detailing its activities at each meeting.

Article V - Contracts, Checks, Deposits and Funds

The Executive Committee may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society.

Checks must be signed by two people, the Treasurer and the President. If these two officers authorized to sign checks are related, then another person on the Executive Committee must be appointed to sign checks.

The members shall select banks, endowment fund or other depositories in which all funds of the corporation, not otherwise employed, shall, from time to time, be deposited to the credit of the Society. Any and all such banks, endowment fund, or other FDIC depositories so selected must be insured against lass of deposits.

Any members may accept on behalf of the Society any contribution, gift, bequest, or devise far the general purpose or far any special purpose of the Society.

No funds received by grant, loan, bequest, or any other means shall be diverted from the use to which they may be assigned by the grater, lender, donor, testator, or testatrix, unless such use in contrary to, or in conflict with, the purpose of the Society.

Article VI - Books, Records and Minutes

The Treasurer shall keep correct and complete books and records, including membership records and records of account. The Secretary shall keep the minutes of all minutes of the meetings, such as Board of Directors and Committees having authority of the members, and shall keep the registered or principal office a record giving the names and addresses of the Directors. All books and records of the Society maybe inspected by the members at any reasonable time by the members.

Article VII - Compensation and Conflict of Interest

Except as may be specifically provided far the Policies and Procedures in effect, no Director or Office of the Society shall received any salary, fee, payment, honorarium or other compensation or thing of value of any kind from the Society or from any other source as a result of such Director's or Officer's position or affiliation with the Society.

No Director or Officer of the Society shall (1) engage in any course of conduct which will result in a conflict of interest or potential conflict of interest with the Society or (2) take any public office which will result in a conflict of interest with the Society, without proper express written approval of the Executive Committee and voted on by the members.

The Society shall not hold a Director personally liable for any acts or omissions resulting in losses to the Society while acting in his/her official capacity, provided, the Director acted in good faith and without knowledge concerning the matter in question that makes reliance otherwise unwarranted. A Director shall not divert for personal gain any interest belonging to the Society unless the transaction was fair at the time it was entered into and full disclosure of the corporate opportunity is made to the Board of Directors, and the Board of Directors or such committee authorized, approved, or ratified the transaction.

Article VIII - Amendments

Proposed amendments to the By-Laws shall be sent in writing to all Directors not less than thirty (30) days prior to the meeting at which such amendments are to be considered. Then (30) days prior to the meeting at which such amendments are to be considered. Then (30) days written public notice of the meeting to alter, amend, or repeal the By-Laws. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a (2/3) majority vote of the general membership present at any meeting, after due notice has been given.

Article IX - Dissolution

Corporate Dissolution: In the event the members have approved dissolution of the corporation and after all creditors of the Claiborne County Historical and Genealogical Society have been paid, It's assets be distributed to one or more exempt purposes within meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.