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Bylaws of the Carolina Skeptics

 


ARTICLE I
NAME

1 The name of the Corporation is: Carolina Skeptics.


ARTICLE II
PURPOSE

2.1 This Corporation shall be organized and operated exclusively for charitable, scientific, literary and educational purposes within the meaning of Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code. The Carolina Skeptics is a non-profit educational organization interested in, and skeptical about claims of the paranormal and supernatural, and fringe-science. Our purpose is to promote science, scientific literacy, and the objective investigation of the paranormal and supernatural, and fringe science. The Corporation will provide a means for Members to cooperate collectively in matters deemed by the Corporation to be in the common interests of the Members and the community, and to engage in such other activities, not proscribed by law or the provisions of these By-Laws, that enhance its ability to accomplish our purposes.


ARTICLE III
OFFICES:

3.1 The principal office of the Corporation shall be in the State of North Carolina and shall be located in the City of Winston-Salem, County of Forsyth. Said office shall be the registered office of the Corporation, and the Corporation shall have and continuously maintain a registered agent whose office is identical with such registered office. The registered agent and the address of the registered office may be changed from time to time by the Members, by a majority vote of the membership. The Corporation may also have other offices at such places as the Members may fix by resolution.


ARTICLE IV
MEMBERSHIP

4.1 Membership in Carolina Skeptics is open to those persons who share the concerns and objectives outlined above. Applicants shall be admitted to membership upon completion of a standard membership form and tender of the first year's dues, in an amount to be decided by the Officers. Membership shall include a subscription to the organization's newsletter, which shall contain information including, but not limited to, the group's past and current activities and future plans. Continuing membership will be granted upon the payment of annual dues in an amount to be set by the Officers. There is no limit to the number of members the Corporation may admit.

4.2. The Corporation shall keep a membership roster with the name and address of each member. Such roster shall be kept by one or more of the Officers and shall be used only for purposes directly related to the business of the Corporation.

4.3 A member of this Corporation is not, as such, personally liable for the debts, liabilities or obligations of the Corporation.

4.4 No member may transfer membership or any right arising there from. All rights of membership cease upon the member's death or removal from the membership rolls.

4.5 There shall be three (3) classes of membership: Regular, Associate, and Honorary.

(a) Regular Members shall be persons who have completed a standard membership form and tender of the first year's dues, in an amount to be decided by the Officers. Each Regular Member will have one (1) vote. Regular membership will be the most common form of membership.
(b) Associate Members shall be persons or entities who do not qualify under (a), above, but who have an interest and/or expertise in the stated Purpose of the Corporation and have been deemed by the Officers to have special abilities to support or counsel the Corporation. Associate members have no vote and pay no dues. Members may nominate individuals for consideration as Associate Members, with the final determination of membership status to be made by the Officers.
(c) Honorary members shall be persons deemed by the Corporation to have made extraordinary contributions to areas of interest to the Corporation in general, as deemed by the Officers. Honorary members have no vote and pay no dues. Members may nominate individuals for consideration as Honorary Members, with the final determination of membership status to be made by the Officers.

4.6 The membership of a member shall terminate upon the occurrence of any of the following:

(a) Upon a determination of the Officers that the member has engaged in conduct materially prejudicial to the interests and purposes of the Corporation;
(b) Upon the member's resignation in writing;
(c) Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty days after written notice of delinquency is mailed or emailed to such member. A member may avoid termination by paying the amount of the delinquent dues within thirty days of the notice of delinquency.

4.7 Following the determination that a member shall be expelled under section 4.6(a), the following procedure shall be implemented:

(a) A notice shall be sent by first class or registered mail to the member's address as shown in the Corporation's records, setting forth the expulsion and reasons therefor.
(b) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five days before the date of the expulsion. The hearing will be held by the Officers in accordance with the rules set forth in these By-Laws for meetings of the Officers. The notice to the member shall state the date, time and place of the hearing.
(c) Following the hearing the Officers shall decide whether the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Officers shall be final.
(d) Any person expelled shall receive a prorated refund of dues already paid, and shall be barred from membership in the Corporation for a period of not less than 3 years.

4.8 Following the determination that a member shall be expelled under section 4.6(b) or 4.6(c), the following procedure shall be implemented:

(a) A notice shall be sent by email or first class to the member's address as shown in the Corporation's records, setting forth the expulsion and reasons therefor.
(b) The member being expelled shall be allowed to reinstate their membership by paying the annual dues.


ARTICLE V
MEETINGS

5.1 The dates and places of meetings of the Corporation shall be communicated to the Members by the President.

5.2 Special meetings of the Corporation may be called by or at the request of any Officer, or by petition of no less than five percent of the members by demand delivered to the Corporation's Secretary. Such demand shall describe the purpose of the meeting. The person or persons authorized to call special meetings shall fix the place for holding any special meeting of called by them.

5.3 Written or emailed notice of the time and place of any meeting shall be sent to each Member at the last known place of business or residence of the Member at least seven (7) days prior to the dates of such meetings.

5.4 Those members present at a meeting constitute a quorum. Action is taken by an affirmative vote of a majority of members present, unless these By-Laws or the law provide differently. There shall be no voting by proxy, although voting by email to provide advice to the Board of Directors abou the opinion of the Members may be used for some issues, should the President deem the issue to be of sufficient importance to warrant such action.


ARTICLE VI
OFFICERS AND DIRECTORS

6.1 The principal officers of the Corporation shall be a President, a Vice President, and a Secretary-Treasurer, and shall be elected from among the representatives of the Corporate Members and shall hold office for one year following election or until his or her successor shall have been elected, except in the case of death, resignation, or removal as provided for in these By-Laws. Committee Chairmen will also be Officers, for the duration of the existence of their committee. Officers may be elected to unlimited successive terms. Elections will be held by email for those Members who have access to email, with voting by traditional post for Members without email access. The Officers acting together shall serve as the Board of Directors.

6.2 Any officer may be removed, with or without cause, at any time at any meeting at which at least 20 percent of the Members are present, by a vote of the majority of the Members present. Notice of such a meeting, and reasons for removal of the Officer, must be communicated to the entire membership at least 3 weeks before the meeting, and the meeting must be held in a location and at a time that is accessible to the entire membership.

6.3 Vacancies among the officers, however arising, shall be filled by a majority vote of the Members present at any regular or special meeting of the Members at which there is a quorum present.

6.4 The President shall be the principal executive officer of the Corporation and shall in general supervise and control all the business affairs of the Corporation. He shall preside at all meetings of the Corporation. He may sign, with the Secretary-Treasurer or any other proper officer of the Corporation authorized by the Membership, any deeds, mortgages, contracts or other instruments which the Members shall authorize to be executed, except in cases where the signing and execution thereof shall be expressly delegated by these By-Laws or by statute to some other officer or agent of the Corporation, and in general he shall perform all duties instant to the office of President and such other duties as may be prescribed by the Members. Except for the Nominating Committee and unless otherwise provided for in these By-Laws, the President shall be an ex officio voting member of each committee. The president shall preside over member and public meetings and act as the principal spokesperson for the Corporation. The president may appoint committee heads of temporary committees with the approval of the Officers.

6.5 In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers and be subject to the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President.

6.6 If required by the Members, the Secretary-Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety and sureties as the Members shall so determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all of such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these By-Laws; and in general perform all the duties instant to the office of Treasurer and other such duties as from time to time may be assigned by the President.

6.7 The Secretary-Treasurer shall keep the minutes of the meetings of the Corporation; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the Corporation records; keep a record of the post office or email address of each Member which shall be furnished to the Secretary-Treasurer by said Members; and in general perform all duties instant to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to him or by the President. In the absence of the President and Vice-President, the secretary shall preside over the affairs of the Corporation.

6.8 Meetings of Directors:

6.8.1 Annual Meeting. The annual meeting of the Board of Directors shall be held in the month of March of each year, for the purpose of electing officers of the corporation and the transaction of such other business as may be properly brought before the meeting. If the annual meeting is not held as designated by these bylaws, a substitute annual meeting may be called by or at the request of the Board of Directors, and such meeting shall be designated and treated for all purposes as the annual meeting.
6.8.2 Special Meeting. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.
6.8.3 Place of Meetings. Meetings of the Board of Directors may be held at the principal office of the corporation or at such other place, either within or without the State of North Carolina, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the Directors then in office.
6.8.4 Notice of Meetings. The President or other person or persons calling a meeting for which notice is required shall give notice by electronic mail, facsimile, or regular mail at least five days before the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board of Directors. Attendance by a Director at a meeting shall constitute a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.
6.8.5 Quorum. A majority of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.
6.8.6 Manner of Acting. Except as otherwise provided by law or in the bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
6.8.7 Action Without Meeting. Action taken by a majority of the Directors or members of a committee without a meeting is nevertheless Board or committee action if written consent to the action in question is signed by all of the Directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.
6.8.8 Meeting by Conference Telephone. Any one or more Directors or members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device which allows all Directors participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting.

6.9 Officers shall not receive any salary for their services, but may be reimbursed for expenses related to those services.

6.10 Any action required by law to be taken at a meeting of the Officers, or any action which may be taken at a Corporation meeting, may be taken without a meeting if a consent in writing or by email, setting forth the action to be taken or so taken, shall be signed by all the Officers.

ARTICLE VII
COMMITTEES

7.1 The Members may by resolution at any meeting of the Corporation designate standing and/or ad hoc committees of the Corporation.

7.2 Each standing committee shall consist of at least three (3) members. Unless otherwise provided for in these By-Laws, the Chairman of each standing or ad hoc committee shall be nominated by the President and appointed by the Board of Directors. Committee Chairmen will be members of the Board of Directors for duration of the existence of the committee that they chair. Committees can be dissolved by a majority vote of the Board of Directors.

7.3 Each committee shall adopt rules for its own government not inconsistent with these By-Laws or the rules adopted by the Corporate Members.

7.4 Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

7.5 Unless otherwise provided for in these By-Laws, a majority of the members then serving on a committee constitutes a quorum for the meeting of the committee and the vote of a simple majority of those present at a meeting at which a quorum is present constitutes an action of the committee. Each committee shall determine and schedule the number of regular meetings it will hold each year.


ARTICLE VIII
INDEMNIFICATION

8.1 Every person or entity who is or shall have been a Member of the Corporation and his or her personal representatives shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a Member or Officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct or willful negligence in the performance of his or her duty as a Director or Officer. Costs and expenses of actions for which this Article provides indemnification shall include, among other things, attorneys' fees, damages and reasonable amounts paid in settlement, with total costs to not exceed the financial holdings of the Corporation.


ARTICLE IX
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

9.1 The Secretary-Treasurer is authorized to select such banks or depositories as that officer shall deem proper for the funds of the Corporation. The Members shall determine who, if anyone, in addition to the President and the Secretary-Treasurer, shall be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders for the payment of money, acceptances, notes, or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.

9.2 The President may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

9.3 In the event of termination, dissolution or winding up of the affairs of the corporation in any manner or for any reason whatsoever, the Directors shall, after paying or making provision for payment of all liabilities of the corporation, distribute all of the remaining assets of the corporation as such Directors may determine among one or more organizations which are then organized and operated for exempt purposes and qualified as exempt organizations under Section 501(c)(3) of the Code and to which contributions are then deductible under Section 170(c)(2) of the Code or to federal, state and local governments to be used exclusively for public purposes.

ARTICLE X
BOOKS AND RECORDS

10.1 The Corporation shall keep correct and complete records of account and shall also keep the minutes of the proceedings of its meetings, and shall keep a record giving the names and addresses 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 time.

ARTICLE XI
FISCAL YEAR

11.1 The fiscal year of the Corporation shall begin on the first day of March and end on the last day of February in each calendar year.


ARTICLE XII
WAIVER OF NOTICE

12.1 Whenever a notice is required to be given under the provisions of the Non-profit Corporation Act of North Carolina or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such a notice.


ARTICLE XIII
PRONOUNS

13.1 All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires.


ARTICLE XIV
RULES OF ORDER

14.1 The rules contained in ROBERT'S RULES OF ORDER - REVISED shall govern the Corporation in all cases to which they are applicable, and in which they are not inconsistent with the by-laws or the special rules of order of the Corporation.

ARTICLE XV
AMENDMENTS TO BY-LAWS

16.1 The Members shall have the power to make, amend, and repeal the By-Laws of the Corporation by an affirmative vote of a majority of the Members at any meeting of the Corporation for which proper notice has been given. Such amendments shall be presented to the Officers for consideration, and written notice shall be given to the membership at least 7 days in advance of the meeting at which such action is to be considered. The Board of Directors may amend the By-Laws without member approval.


EFFECTIVE DATE: November 1, 2001


________________________________

PRESIDENT


________________________________

VICE-PRESIDENT


________________________________

SECRETARY-TREASURER

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