BYLAWS OF THE KENTUCKY SPELEOLOGICAL SURVEY, INC.
CHAPTER XIII - AMENDMENTS
CHAPTER I - PARLIMENTARY AUTHORITY
A. The Board of Directors (herein after called the "Board") shall:
• Act as the governing and administrative body in conducting the business of the Kentucky Speleological Survey (herein after called the "KSS").
• Consist of the Officers and a Director from each member organization and at least two Directors at Large.
• Conduct business according to Robert's Rules of Order, revised as amended by these Bylaws.
• Conduct business only when at least two-thirds of all Directors are present in person or by proxy. A proxy shall have written authorization with him/her (at the meeting) from his/her organization, stating that he is their Director's proxy.
• Conduct business by mail or e-mail when necessary. At least 2 weeks notice shall be provided for all such votes. All Directors shall be considered as present for the purposes of determining majority, any Director not responding shall be considered a negative vote.
B. If the President has been selected from the members of the Board, his/her organization shall elect or appoint a Director to fill out his/her term.
C. Items of business shall be passed by a simple majority, except as provided elsewhere in the Articles of Incorporation or the Bylaws.
CHAPTER II - DIRECTORS
A. Organizational Directors:
Each Organizational Director shall:
1. Be a member of the organization he/she represents.
2. Be elected or appointed to his/her position by the organization that he/she represents for a term to be determined by his/her organization, at a time convenient to his/her organization.
3. Not represent more than one organization.
4. Be the voting voice of his/her organization during the conduct of business at all meetings of the Board.
5. Have one vote during the conduct of business.
6. Be prepared to report to the Board at regular meetings the activities and progress of his/her organization.
B. Directors at Large:
There shall be at least two Directors at Large elected from the individual membership. An additional Director shall be elected for each 100 individual members in excess of 100.
Each Director at Large shall:
1. Be elected for a one-year term at the election meeting. Votes will be accepted by mail ballots. The nominees receiving the most votes shall be elected. The secretary shall mail ballots to all individual members 30 days prior to the election meeting.
2. Have one vote during the conduct of business
CHAPTER III - OFFICERS
The KSS shall elect a President, Vice President, Treasurer, and Secretary. All officers, other than President, may also serve as Directors and vote if serving in that capacity. All officers shall be elected by a simple majority of the Board at the election meeting and shall serve one-year terms beginning on March 1 of each year. Any officer may be removed by a two-thirds vote of the Board. Any vacancies during the year shall be filled by appointments from the President with Board approval.
A. The President of the Board shall:
- Be responsible for assembling an agenda for each meeting.
- Preside at all meetings.
- Be the official spokesperson and envoy of the KSS.
- Call special meetings.
- Vote during the conduct of KSS business only in the event of a tie.
B. The Vice-President of the Board shall:
- Assist the President.
- Preside at all meetings in the absence of the President.
- Shall assume the presidency upon the death or resignation or incapacitation of the president.
C. The Treasurer of the KSS shall:
- Be responsible for all the funds of the KSS.
- Be responsible for submitting a financial statement to the board at the election meeting.
D. The Secretary of the KSS shall:
- Be responsible for the taking of minutes and the distribution of copies of these minutes to the Board of Directors after the meeting.
- Be responsible for all correspondence and membership records of the KSS.
CHAPTER IV - MEMBERSHIP
A. Organizational Membership:
1. Organizations wishing to join the KSS shall apply to the Board.
2. Requirements of Applicants: All organizations applying for membership must agree to the principals of the organization. The applicant shall submit the following documentation describing the following, to the Board prior to the next business meeting:
• Complete an application form accompanied by dues.
• Specify a Representative.
• Agree with the goals of the KSS, agree not to divulge data of the KSS, and agree that membership does not grant specific rights to information.
• Organizations whose primary purpose is not speleology must also state the purpose of their membership request. Membership is not limited to Kentucky organizations.
3. The Board shall vote on the application for membership.
4. Privileges of member organizations shall be subject to review at the discretion of the Board.
5. A member organization may be asked to submit a report of their activities in support of the KSS by the board.
B. Individual Membership:
Individuals wishing to join KSS shall do so by filing an application with the Secretary. A part of this application shall include agreement with goals of KSS, agreement not to divulge data held by the corporation, and an understanding that membership does not grant specific rights to information. Individual membership is not limited to residents of Kentucky .
CHAPTER V - CONFLICT OF INTEREST
No individual or organizational member shall use their membership in KSS, their office, or any promise of data access for any personal or professional gain.
CHAPTER VI - AFFILIATION AND MEMBERSHIP FEES
Each organizational member of the KSS shall be assessed an affiliation fee to provide monies to the General Fund. The amount of the fee shall be as determined by the Board and shall be due on the submittal of the application. Individuals members shall be assessed a membership fee adequate to cover the cost of publications and other administrative expenses.
The affiliation fee is $75 per year. A discount of $10 per year will apply if paid in advance for multiple years.
The individual membership fee is $12 per year. A discount of $2.00 per year will apply if paid in advance for multiple years. Lifetime membership is $100.
CHAPTER VII - LOSS OF REPRESENTATION & MEMBERSHIP
A. An organization may lose its right to membership in the KSS if it:
• Acts in a manner detrimental to the KSS as determined by the Board.
• Fails to submit a report to the Board at the election meeting concerning its activities over the past year. This report shall show a constructive effort in relation to the purpose of the KSS as determined by the Board.
• Fails to pay affiliation fee within two months from date due.
• Fails to attend or send proxy for two consecutive meetings.
B. An individual may lose their membership if they fail to pay dues or if they act in a manner detrimental to the KSS as determined by the Board.
CHAPTER VIII - MEETINGS
There shall be a minimum of two meetings a year. One of these shall be called the Election Meeting and should be held in January or February each year.
CHAPTER IX - PUBLICATIONS
The KSS shall publish such publications as deemed necessary for the accomplishment of its purposes. The editor(s) of such publications shall be appointed by the President subject to the approval of the Board. The Board shall set fees for publications.
CHAPTER X - INTERNAL PROJECTS
The Board shall approve any projects to be undertaken by the KSS, in the name of, or on behalf of the KSS. These projects shall use the data access process outlined in Chapter XII.
CHAPTER XI - COMMITTEES
The KSS shall have the following standing committees. All committee members will serve a one-year term.
A. Membership Committee
The President shall appoint, with the Board's approval, a three member Membership Committee to review and submit a report on organizations requesting membership status. The report shall make recommendations as to whether the organization should be allowed membership at that time.
B. Data Administration Committee
The President shall appoint, with the Board's approval, a Data Administration Chair to lead committee efforts dealing with the KSS library and database.
C. Data Access Committee
The President shall appoint, with the Directors' two-thirds majority approval, a three person committee to consider requests to the KSS for data and information.
CHAPTER XII - DATA
The data of the corporation will be held in repository by the Kentucky Geological Survey (KGS) as agreed in a Memorandum of Understanding maintained between the KGS and the Board. This Memorandum shall be included as an addendum to the Bylaws.
A. The data of the corporation will be categorized as:
- Non-Sensitive Data:
Information for which there are no access restrictions in that it poses negligible risk of harm to cave or karst features and their contents, or to the owners of such features. This applies only to data specifically released by the Board and may include number of caves per county, cave lengths, and similar statistical data unless classified as proprietary by the land or data owner.
- Sensitive Data:
Information restricted from distribution in that it poses possible risk of harm to cave or karst features and their contents, to the owners of such features, or to individuals that may enter such features. Such information includes but is not limited to the precise locations of the features, the names and addresses of the owners, cave maps or other specific data.
- Proprietary Data:
Information of any kind given to this corporation by the owner of a cave or karst feature, the owner's representative, or the person who has developed the data, with the condition that it shall not be released without the prior express consent of the submitter.
B. The requestor shall pay a data search charge of $5 per occasion for all searches. There is no charge to individual and organizational members for the first two searches per year.
C. If the request is denied, appeal can be made to the entire Board of Representatives at the next business meeting. Board decisions regarding appeals shall require a 2/3 majority of Representatives to overturn the Access Committee decision.
D. Ownership, distribution, and replication rights are specifically not granted to any requesters. Requesters shall sign a confidentiality agreement stating that they shall not disseminate this information without written permission of the committee. Wherever applicable the requester may be asked to make a report stating the scope of their use of the data and any findings to the KSS in a timely manner.
E. The committee shall report all data requests and their disposition to the President on a monthly basis. The President shall report this information to the Board at the next Board meeting.
F. Recreational Caving shall be defined as exploring, touring, visiting or exploiting caves for amusement, sport or adventure without making, documenting, and reporting scientific observations to an established speleological or other scientific organization.
CHAPTER XIII - AMENDMENTS
The Bylaws of the KSS, with the exception of Chapter I, may be amended by a majority vote of the Board. Amendments to Chapter I shall require a 2/3 majority vote of the Board. All amendments shall be presented in writing to the Board at least forty-five (45) days prior to the meeting.
KSS Bylaws version 11.11.01 (revised 4/9/09)
KSS BYLAWS 7