BYRON HERBERT REECE SOCIETY

I GO BY WAYS

OF RUST AND FLAME

I go by ways of rust and flame

Beneath the bent and lonely sky;

Behind me on the ways I came

I see the hedges lying bare,

But neither question nor reply.

A solitary thing am I

Upon the roads of rust and flame

That thin at sunset to the air.

I call upon no word nor name,

And neither question nor reply

But walk alone as all men must

Upon the roads of flame and rust

SECTION 1 -- NAME
1.1 Name. This group shall be known as the Byron Herbert Reece Society.

SECTION 2 – PURPOSE
2.1 Purpose. The purpose of the Byron Herbert Reece Society is to preserve, perpetuate and promote the literary and cultural legacy of the Georgia mountain poet/novelist, Byron Herbert Reece. In addition to enhancing both knowledge of and appreciation for his writings, efforts will be made to honor his way of life, with particular emphasis on his love of nature and his attachment to farming.

SECTION 3 – OFFICES
3.1 Principal office. The principal office of the Society shall be located at Young Harris College. The Board of Directors may change the principal office location by resolution.

SECTION 4 – DIRECTORS
4.1 General Powers. All powers of the Society shall be vested in a Board of Directors.

The Board shall manage and control the affairs of the Society.

4.2 Number Terms
(a) The number of Directors shall be fixed from time to time by resolution of the Board. In no case may the number of Directors be less than 5 or more than 25, as provided in the articles of incorporation.

(b) The Board shall be elected by a majority vote of the members present at the annual meeting of the Society and shall hold office for one year.

(c) Board members may be re-elected by a majority vote of the members present at the annual meeting.

4.3 Manner of Selection
(a) The Board of Directors shall be elected annually. The Chairman of the Board will appoint a nominating committee, headed by the Vice-Chairman, at least three months prior to the annual meeting. This committee will announce its intention to nominate and will receive nominations from Society membership. Nominations will be announced no later than fourteen days prior to the annual meeting.

(b) Criteria for nomination. Nominations will be based upon individual character, a willingness to abide by the Society’s bylaws and standards of conduct, potential contribution to the mission of the Society, and an expressed desire to support the goals of the Society.

(c) Vote. Each active director will be entitled to one vote for each vacancy. Elected Directors will take office following the annual meeting in which they are elected.

4.4 Vacancies. The affirmative vote of the majority of the Board will fill vacancies occurring between annual meetings. Those elected will complete the remaining term. Nominees will come from the Nominating Committee and will be presumed to meet the criteria as indicated in 4.3(b), Bylaws of the Society.

4.5 Resignation. Any director may resign by tendering his or her resignation to the Board. The resigning director will immediately surrender to the Board all materials regarding projects or personnel related to their service on the Board, and keep this information confidential for two years after the effective date of resignation.

4.6 Removal. A director may be removed by a majority vote of the membership at any regular or called meeting of the Society. Upon written request the member may appear before the Board to appeal the removal. This notice will be served by registered mail at least fourteen days prior to the meeting date.

4.7 Non-liability of Directors. Directors shall serve without compensation. Directors shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties as approved by the Board, pursuant to reimbursement policies approved by the Board.

4.8 Conflict of Interest. Directors shall refrain from engaging in any business with the Society, either directly or indirectly, which is inconsistent with the conscientious performance of their fiduciary duty as Directors of a nonprofit, charitable organization. Directors shall abstain from discussing or taking any action with regard to a matter before the Board of Directors or any committee of the Society under circumstances in which they know or should know that they have a direct or indirect, or the appearance of a monetary interest in the matter or in the outcome of such action.
SECTION 5 – Advisory Council

5.1 Members. In addition to the Board of Directors, there shall be an Advisory Council whose members shall be recommended by the Board, the Executive Committee, or any member of the Society and shall be appointed by the Board.

5.2 Service. The Advisory Council will serve as a resource of the Society. They will receive all mailings of the Society, be invited to attend all Board meetings and will have full access to board discussions, but will not have a vote on Board matters. They will be encouraged to be dues paying members.

5.3 Term. Their term of office is reviewed each year by the board at the annual meeting and can be renewed annually without term.

SECTION 6 – OFFICERS
6.1 Titles. The officers of the Society shall consist of a Chair, Vice-Chair, Secretary, and Treasurer and the Board may from time to time prescribe any other officers as needed.

6.2 Elections and Term. All officers shall be elected by a majority vote of the members of the Board at its annual meeting. The Nominating Committee shall present a slate of officers at this meeting. All officers shall hold office until the next annual meeting, subject to removal or resignation prior thereto. Officers may succeed themselves.

6.3 Chair. The Chair shall preside at all meetings of the Board of Directors and executive committee, preserve order, regulate debate according to parliamentary rules, and appoint all committees. The Chair shall have general supervision of the affairs of the Society, attend generally to its executive matters, and prescribe the duties of officers and employees when not otherwise provided. The Chair and the Treasurer shall have joint responsibility for signing of checks.

6.4 Vice-Chair. The Vice-Chair shall exercise the powers of the Chair in the event of the Chair’s absence or inability to perform. The Vice-Chair shall serve as Chair of the nominating committee and shall have such other powers and duties as may be prescribed by the Board

6.5 Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Society and shall receive, deposit, or disburse the same under the supervision of the Chair. The Treasurer shall keep the accounts of the Society and make such reports of the receipts and disbursements in such form and manner as the Board may direct. In the event of temporary absence or disability of the Treasurer, the duties may be performed by the Vice-Chair or the Secretary. The Chair and the Treasurer shall have joint responsibility for signing of checks.

6.6 Secretary. The Secretary shall keep accurate records of all meetings of the Board of Directors and executive committee. The Secretary shall keep a record of the names and addresses of all Directors and notify them of their election and all regular and special meetings of the Board of Directors or executive committee.

6.7 Removal and Vacancies. The Board may remove, by majority vote of a called meeting of the Board, any officer elected by the Board of Directors whenever, in its judgment, the best interest of the Society will be served thereby. Upon the recommendation of the Nominating Committee, the Board or executive committee may appoint any director to fill a vacancy occurring in any office for the remainder of the un-expired term.

6.8 Appointive Officers and Agents. The Board of Directors may appoint such other officers and agents of the Society as it deems necessary. Such officers and agents shall perform such functions and duties as shall be prescribed by the Board, and shall hold their offices subject to the pleasure of the Board.

SECTION 7 – EXECUTIVE COMMITTEE
7.1 Composition. There shall be an executive committee that shall consist of the Chair, Vice-Chair, Treasurer, Secretary, and three Directors elected by the Board of Directors.

7.2 Elections. Executive committee members shall be elected by the Board of Directors at its annual meeting for one-year terms.

7.3 Duties: The Executive Committee shall have and exercise in the intervals between meetings of the Board of Directors all powers of the Board which may lawfully be delegated in the management of the business and affairs of the Society or such lesser powers as may be specified from time to time by vote of the Directors.

7.4 Meetings: Four members of the Executive Committee shall constitute a quorum. It shall meet at the call of the Chair. All actions of the Executive Committee shall be subject to review by the Board of Directors.

7.5 Vacancies: In the event of the resignation or incapacitation of an Executive Committee member or members or an inability to serve for whatever reason, the Chair may appoint a temporary Executive Committee member or members from among the Directors of the Society. The temporary member or members will serve until a replacement(s) is recommended by the Nominating Committee and acted upon by the Board at its next regularly scheduled meeting.

SECTION 8 – COMMITTEES
8.1 Committees. The Board of Directors may establish by resolution such committees, for such purposes, and with such responsibilities, as it may from time to time determine. Each committee shall consist of two or more Directors. Each committee shall keep minutes of the proceedings of its meetings and provide a copy to the Secretary for inclusion in the minutes book of the Society.

8.2 Nominating Committee composition. The committee shall consist of the Chair of the committee plus four Board members representing the membership of the Society.

8.3 Appointment. The Chair shall appoint, by and with the advice and consent of the Board of Directors, such committees as may be approved by the Board. The Chair may appoint ad hoc committees as needed with the prior approval of the Executive Committee or Board.

SECTION 9 – MEETINGS
9.1 Annual Meeting of the Society and the Board. The Board of Directors shall meet no less than once a year. The annual meeting of the Society and the Board of Directors shall take place in the spring of each year, and in no event later than the second week in June. The Board shall designate a time and place for this meeting. The Board, as then constituted, shall meet and organize the Board and elect new officers.

9.2 Board meetings. In addition to the annual meeting, the Board shall meet quarterly or as necessary. The Chair, or any five Directors, or a majority of the Directors, whichever number is less, may call a special meeting of the Board of Directors at any time. At least seven days written notice must be given for a called meeting.

9.3 Notices. At least fourteen days notice in writing shall be given of the time and place of all meetings of the Board of directors and executive committee. All such notices shall be mailed to each director, at the address shown on the books of the Society. It shall be the duty of each director to inform the Secretary of any change in address for notification purposes.

9.4 Quorum. One third of the members of the Board of directors shall constitute a quorum at any annual or special meeting. Four members of the executive committee shall constitute a quorum at any meeting of the executive committee. The directors present at any meeting may adjourn from time to time until a quorum is present. If a quorum is present, and except as otherwise specifically provided by these bylaws, the Board of directors and executive committee may act upon a majority vote of the directors present at the meeting.

9.5 Minutes. Minutes of all meetings shall be maintained at the headquarters office of the Society.

SECTION 10-MISCELLANEOUS PROVISIONS
10.1 Fiscal Year. The fiscal year for all business transactions shall be from January 1 to December 31.

10.2 Records. The Society shall keep accurate and complete books and records of its activities and minutes of proceedings of the Board and executive committee.

10.3 Financial Statement. The Society will provide an annual financial report to the Society membership at the annual meeting.

10.4 Financial Audit. The Society will make available a certified audit of its financial status to the membership.

10.5 Dues. The Board of Directors, by majority vote, may establish membership categories and dues structure as determined to be reasonable and acceptable.

10.6 Fund Raising. The Board of Directors by majority vote may establish and/or approve activities for raising funds that may be necessary to help carry out the purpose and mission and goals and objectives of the Society.

10.7 Dissolution. Upon the dissolution of the Society, assets shall be distributed to Young Harris College or its successor, to be used exclusively for the purposes herein above set forth, provided that such does not impair or destroy the tax exempt status to donations, contributions, legacies or dues received by Young Harris College to the extent that such tax exempt status shall be allowed under any applicable law or regulation.

IN WITNESS WHEREOF,
the undersigned has executed these bylaws this day of _____________,20___________.

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Society Chair Date

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Society Secretary Date