THE CLOUD FAMILY ASSOCIATION
I – Organization
Article A. The name of this corporation shall be THE CLOUD FAMILY ASSOCIATION, and shall be a non-profit corporation under the laws of the State of Texas.
Article B. The Corporation is organized and is to be operated exclusively for charitable, educational and scientific purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, providing public education on matters relating to history and to genealogical science. Pursuant of such purposes, the Corporation is to collect, preserve, teach, and otherwise disseminate to all interested parties information about the various branches of the various Cloud families, past and present, without regard to their racial, religious, or national origins. In accomplishment of such purposes, the Corporation is authorized to undertake any other act or action permitted by the Texas Non-Profit Corporation Act, Vernon’s Ann. Civ. Stat. Art. 1396.
Article C. Membership is open to persons interested in tracing their family background with the name Cloud. Members will pay annual dues, receive the quarterly Cloud Family Journal, and may obtain from the Historian information and research contributed to the Corporation. Nonmembers may receive copies of the Cloud Family Journal, and information and research contributed to the Corporation, from the Historian after paying a reasonable charge as determined by the Board of Directors.
Article D. The Board of Directors shall consist of the elected Corporation officers, the immediate past President, two appointed officers (Historian and Second Vice President), and a maximum of twelve additional Directors.
Article E. The officers of the Corporation shall be:
- First Vice President
- Second Vice President
- Recording and Corresponding Secretary
- Past President
They shall perform their duties prescribed to their office as adopted by the Corporation. Officers, in performance of their duties, may incur expenses and obtain reimbursement by submitting receipts and/or vouchers to the Treasurer. The offices of Recording & Corresponding Secretary and Treasurer may be combined by majority vote.
Article F. Annual dues shall be $25.00 payable to the Corporation Secretary on July 1 of each year and can be increased only by majority vote of the Corporation.
Article G. The Corporation will meet annually, either at one central site (Cloud Family Gathering) or at regional sites. During regional site meetings, the Board will assure that corporate matters are handled equitably.
Article H. The Corporation sponsors the Cloud Family Gathering with a member making the arrangements. The locale and arrangements are considered and voted on by members one to two years in advance. All members are urged to actively participate in these Gatherings for the good of the Corporation.
Article I. The nominating committee shall be elected every other year in the even numbered year. The committee shall consist of three member elected by plurality at the Cloud Family Gathering.
Article J. Any officer may be elected by a majority vote of the Corporation membership present at any general meeting of the Corporation. Any officer may be removed for cause by a three-fourths written vote of the Board of Directors after 30-day written notice to the affected officer.
Article K. In the event an officer is unable to complete his/her term, the following action is required:
- President – First Vice President assumes office as acting President for completion of the term.
- First Vice President – Second Vice President assumes the office of First Vice President for completion of the term.
- Second Vice President, Secretary, Treasurer, and Historian – The President appoints a Corporation member to serve as interim officer until the next general meeting when an election can be held.
II – Officers and Their Duties
Article A. President – Two year term, cannot succeed him/herself. Duties are to serve as Administrator for the Corporation and preside at all meetings of the Corporation.
Article B. First Vice President – Two year term, cannot succeed him/herself. Becomes Acting President should the duly elected President be absent or unable to act. Duties are to assist the President when needed and act as chairman of the program committee.
Article C. Second Vice President – One year term, appointed position. Becomes Acting First Vice President should he/she be unable to complete his/her term. Duties are to assist First Vice President in planning programs. Will be responsible for selection of the Gathering site and all preparations. If the host is an officer, this position will remain vacant.
Article D. Recording & Corresponding Secretary – Permanent position. In the case he/she is unable to continue in the position, the President appoints a Corporation member to serve as interim officer until the next general meeting. The duties are to record the minutes of the general meeting, read minutes of the previous meeting, and handle all correspondence connected with the membership as well as correspondence of the Corporation and furnish the Historian with pertinent information regarding old and new members. The offices of Recording & Corresponding Secretary and Treasurer may be combined by majority vote.
Article E. Treasurer – Permanent position. In the case he/she is unable to continue in the position, the President shall appoint a Corporation member to serve as interim officer until the next general meeting. Duties are to be in charge of the Cloud Family Association funds along with all financial records, and to report to the President semi-annually the financial status of the Corporation. The offices of Recording & Corresponding Secretary and Treasurer may be combined by majority vote.
Article F. Historian – Permanent Position. Has charge of family genealogical and historical records, all related correspondence, and the Cloud Family Journal.
Article G. Past President – Shall facilitate transfer of leadership to his/her successor, provide assistance to that person on request, stay abreast of the activities of the corporation, and shall call a meeting of the Board of Directors to take action if the President is incapacitated or for any other reason does not appear to be fulfilling his/her corporate responsibilities.
Article H. Board of Directors shall have all powers normally vested in a governing body, including the power to fill vacancies arising between general meetings of the Corporation. Action taken by the Board shall require a majority of existing Board members. Meetings of the Board may be held as conventional conferences or through any practical means of communication.
Directors shall be nominated and elected to provide, to the greatest extent practical, a wide geographic distribution. No more than 35% shall be residents of the same state. To the extent practical, terms expiring each year shall represent various regions.
The term of office of a Director shall be no more than four years, with approximately one-fourth having their terms expire each year. A Director serving a full four-year term cannot be elected as a Director during the following year.
Article I. Each Officer, Director, or employee of the Corporation shall be indemnified by the Corporation against expenses reasonably incurred by him/her in connection with any action, suit, or proceeding to which he/she may be made a party by reason of his/her being, or having been an Officer, a Director or employee of the Corporation, except in relation to matters as to which he/she shall finally be adjudged in such action, suit, or proceeding to have been derelict in the performance of his/her duty as Officer, Director or employee.
III – Amendments
The Cloud Family Association By Laws may be amended by one of the following methods:
- By Laws may be amended by a two-thirds vote of the members present at any regular called meeting of the Corporation, provided written notice was provided by the Secretary to the members at least fifteen (15) days prior to said meeting.
- By Laws may be amended by a two-thirds vote of members returning a written ballot, signed by the member. The written ballot must have been mailed to the member, by the Secretary, with a copy of the proposed amendments to the By Laws at least forty-five (45) days prior to the due date for receipt of all ballots. Signed ballots must be received by the Secretary by the due date noted in the letter transmitting the ballot and proposed amendments.