By-laws

BY-LAWS
Of
The James Taylor I Descendants Association

ARTICLE I – NAME:

The name of the Association shall be “THE JAMES TAYLOR I DESCENDANTS ASSOCIATION.”

ARTICLE II – PURPOSE:

This shall be a non-profit organization formed to activate the Taylor Family Association founded and incorporated June 26, 1924, in the State of Kentucky and will continue its historical, genealogical and educational purposes relating to James Taylor, the British attorney who immigrated and settled in New Kent County, Virginia in 1650, and died there at his home, “Hare Forest,” on April 30, 1698. James Taylor would become the great, great, grandfather of Presidents James Madison and Zachary Taylor. The organization shall perpetuate the memories, ideals and traditions of the men and women associated with the Taylor Blood and family who, in military, naval or civil positions of high trust and responsibility, by their acts or counsel assisted in the establishment, defense and preservation of the American Colonies, the infant Republic and the United States of America.

ARTICLE III – ACTIVITIES:

Section 1. The meetings and reunions of The Taylor Family Association began in 1924, and will be continued. The headquarters will be Orange County, Virginia, where facilities will be provided for research, storage and safe keeping of records and documents of the Taylor Family collection. “Bloomsbury,” “Berry Hill,” “Taylor Center,” and “Montpelier,” the James Madison Museum, the Orange County Historical Society, all properties associated with the Taylor Family will be made available as this new phase of the Association begins on May 31, 2015, at “Bloomsbury,” the ancestral home of Presidents Madison and Taylor, built by Col. James Taylor II, a Knight of the Golden Horseshoe and Surveyor General of the Royal Colony in 1722.

Section 2. Activities will include historical and genealogical research and the collection, preservation and publication of books, records, manuscripts or other articles or material pertaining to or having a historical or antiquarian value to the Taylor Family and the acquisition of titles to and the preservation of old landmarks, homesteads, or other historical sites connected with the Family, and the establishment of suitable memorials or monuments thereon as may be deemed appropriate. The Association shall perpetuate the memory of our ancestors, develop and foster fellowship among the collateral descendants of James Taylor I, and share family research and support activities which further that purpose. The Association shall encourage, educate and support loyalty to the Constitution of the United States of America and loyalty to the Flag as an emblem of the United States. The Association also has the right to receive, hold and disburse monies and other assets for the purposes named herein.

ARTICLE IV – ORGANIZATION:

Section 1 – Officers:

A. The officers of this association shall be the President, 2 Vice Presidents, Recording Secretary, Membership Secretary, Treasurer, Historian and an Honorary President.

B. The President must be a descendant of James Taylor I. The other officers must, at a minimum, be members of the Association.

C. The officers shall be elected at the first meeting of the Association and shall hold office until their successors are elected.

D. In case of a vacancy occurring in the Presidency of the Association, a Vice President shall become President of the Association until the next annual Association meeting where the next President shall be elected.

E. In case of a vacancy occurring in any of the other officer positions, the remaining officers shall decide how to support that position until the next annual Association meeting where a replacement officer shall be elected.

F. The President shall serve as the Chief Administrative Officer of the Association, provide creative and visionary leadership for the Association, provide policy and procedural direction for the Officers and shall preside at all meetings of the Association and at all meetings of the Board of Directors. The President is also responsible for the authorization of expenditures by the Association and assurance that such expenditures further the Purpose and Activities of the Association.

G. The Vice Presidents shall share duties with the President and, in the event that the President is unavailable, one will assume the role of the President.

H. The Recording Secretary shall maintain proper minutes of all Association and Board meetings. The Recording Secretary shall also keep the business records and conduct the correspondence of the Association as well as communicate meeting minutes to all Association Members. The Recording Secretary shall also have in their possession the current list of the Association’s membership.

I. The Membership Secretary shall be responsible for the maintenance of the Association’s official genealogical records and membership list, assist members who are seeking information regarding their Taylor ancestors, do genealogical research for the Association as necessary and, working with the Treasurer, approve eligibility of requests for membership in the Association.

J. The Treasurer shall maintain full and accurate financial records of all receipts and disbursements and shall balance these each month. The Treasurer shall receive and deposit all monies, securities and other valuable effects in the name of the Association. The Treasurer shall pay any appropriate bills under the authority of the President. The Treasurer will provide a summary financial statement and balance sheet at the annual Board meeting.

K. The Historian shall be responsible for the preservation of significant documents and sites relating to James Taylor I and his direct descendants, maintaining files of such material and providing copies to members as requested.

L. The Honorary President is responsible for promoting the heritage of James Taylor I and the James Taylor I Descendants Association whenever the opportunity arises and representing the Association at appropriate public functions.

Section 2 – Board of Directors:

A. The governing body of this association shall be the Board of Directors.

B. The Board of Directors shall be composed of the Association Officers, Honorary Chairman, Geographic Representatives, and others as appropriate with a maximum of Nineteen (19) total members.

C. There will be Nine (9) Geographic Representatives, one each, for the following Geographic Areas:

a. Northwest: Alaska, Idaho, Montana, Oregon, Washington, and Wyoming
b. West: California, Hawaii and Nevada
c. Southwest: Arizona, Colorado, New Mexico and Utah
d. North Central: Iowa, Minnesota, Nebraska, North Dakota, South Dakota and Wisconsin
e. Midwest: Indiana, Illinois, Kansas, Kentucky, Michigan, Missouri and Ohio
f. South Central: Arkansas, Louisiana, Oklahoma and Texas
g. North East: Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island and Vermont
h. Mid Atlantic: Delaware, Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina, Virginia and West Virginia
i. Southeast: Alabama, Florida, Georgia, Mississippi and Tennessee

D. When there is more than one (1) Association Member from the same state, it is up to the Association Members of that state to decide who will represent their state in choosing the Board Member for their respective geographic area.

E. The Board of Directors is responsible for overseeing the overall operation of the Association, assuring that the Association activities continue to support the purpose of the Association, providing direction and council for future activities of the Association and acting as the nominating body for future officers as needed.

F. The Board of Directors shall appoint committees of the Association as may be deemed necessary for the proper conduct of the business of the Association. Upon appointment of such committee(s), the Board shall define the duties, expectations and tenure of service for each committee.

Section 3 – Meetings:

A. The Officers may meet as often as necessary to insure the ongoing business of the Association. The meeting location shall be determined by the President, taking into account the availability of the individual Officers. Such meetings may include phone, text, and on-line chat rooms in addition to face-to-face meetings to facilitate the availability of all of the Officers.

B. The Board of Directors must meet once each year in conjunction with the annual James Taylor I Descendants Association Reunion. The Board may meet at such other times as appropriate. Upon ten days written notice, a meeting of the Board may be held at any stated location and/or by teleconference or on-line chat room as appropriate.

C. The Association will host an annual reunion for all Association Members. The location of each reunion may vary from year to year in an effort to include members from all over the United States. At least once every three (3) years, such annual reunion should be held at Bloomsbury or Montpelier, Orange, Virginia in conjunction with the Madison Family Association.

ARTICLE V – MEMBERSHIPS:

Section 1 – Categories:

Membership in the Association shall include: Lifetime Member, Sustaining Member, Associate Member, Junior Member, Charter Member and Golden Horseshoe Member.

Lifetime Membership is open to any person 18 years of age or older. Lifetime Members will pay a one-time fee for membership.

Sustaining Membership is open to any person 18 years of age or older who is a direct descendant of James Taylor I, including descendants of all Taylor daughters who have married and taken other family names as well as legally adopted children. Sustaining Members will pay an annual fee for membership.

Associate Membership is open to any person 18 years of age or older and not a direct descendant of James Taylor I. This membership is designed for those people who are associated with direct descendants and/or have a personal desire to support and participate in this Association.

Junior Membership is open to any person under 18 years of age. Upon attaining age 18, Junior Members shall automatically become eligible for Sustaining Membership or Associate Membership. A Junior Member may or may not be a direct descendant of James Taylor I.

Family Membership is open to any descendant of James Taylor I and the family of that descendant who all live at one address. Typically this would include descendant, spouse/partner and children, but may also include other combinations of family members.

Charter Member is any person whose application is approved on or before January 1, 2016. This is a special designation in recognition of those people interested in resurrecting the James Taylor I Association regardless of their heritage.

Golden Horseshoe Member is specifically for any person or organization giving a significant one-time contribution to the Association. Such a contribution may be monetary, material, service or a combination of these. This is a life-time membership. Honorary Membership may be granted by the Board of Directors if the Board deems appropriate to do so. Granting of this membership requires a two-thirds vote by the Board of Directors.

Section 2 – Rights:

Lifetime, Sustaining and Associate Members are voting members of the Association, are eligible to be on the Board of Directors and are eligible to be an officer of the Association.

Lifetime, Sustaining, Associate and Junior members will be recognized as making up the body of the Association, will receive Meeting Minutes, Association News Letters and invitations to Association Reunions.

Charter and Golden Horseshoe Members are honorary designations only, and are not necessarily eligible for the Board of Directors or positions as officers of the Association. These members will receive Meeting Minutes, Association Newsletters and invitations to Association Reunions.

Section 3 – Dues:

The Board of Directors shall be empowered to establish amounts for annual dues and special fees as they may deem necessary to assure the positive financial status of the Association.

The Board of Directors shall present a complete financial statement at the annual business meeting.

The Board of Directors shall cause the financial records of the Association to be periodically audited by an outside, non-partial organization.

If the funds of the Association shall exceed $1,000,000 in reserves, the Board of Directors shall cause all officers handling funds to become bonded at the expense of the Association.

ARTICLE VI – GENERAL:

Section 1 – Voting:

Election of Officers for the Association requires a simple majority of those Board Members present at the time the Board presents one or more candidates for office.

Changes to the Association By-Laws requires approval of two thirds (2/3) of all the Board Members.

Any other items or business brought before the Board for approval requires a simple majority of those Board Members present.

Section 2 – Parliamentary Authority:

“Roberts Rules of Order” will govern the conduct of all meetings of the Board of Directors and the Annual Association meeting.

Section 3 – Disposition of Funds:

In the event this Association shall cease to exist, no part of the treasury shall inure to the benefit of its members, but shall be given to an organization which is exempt from taxes under Section 501 (c) (3) of the IRS Code and whose purposes are similar to those of this association. A majority vote by the remaining members of the Board of Directors is required to approve that organization.

Section 4 – Indemnification:
Every member of the Board of Directors, Officer or Member of the Association may be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurring or imposed upon such members in connection with any threatened, pending, or completed action, suit or proceeding to which he/she may become involved by reason of his/her being or having been a member of the Board, Officer or member of the Association or any settlement thereof, unless adjusted therein to be liable for negligence or misconduct in the performance or his/her duties. Provided, however, that in the event of a settlement, the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, Officer or Member is entitled.

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