Bylaws of the Appalachian Cave Conservancy
Article I: Name
The name of the Corporation is the Appalachian Cave Conservancy
Article II: Purposes
The purposes of the Corporation shall be to provide proper and effective cave conservation and management practices for caves in Southwest Virginia and Eastern Tennessee.
Article III: Membership
Membership in the Corporation is open to all interested and qualified persons, coming within the purview of Article II who are approved for membership by the Board of Directors. Members of the Corporation shall be entitled to vote for directors of the Corporation and shall be entitled to any other privileges of membership as described by these bylaws and the Board of Directors.
Article IV: Management
The affairs of the Corporation shall be managed by a Board of Directors which shall consist of:
1. The twenty-four Directors elected by the members in accordance with Articles VI, VIII and IX of these bylaws
2. The Officers of the Corporation as defined in Article VII and elected in accordance with Article VIII of these Bylaws.
Article V: Membership Classification
Section I: Membership in the Corporation is limited to individuals and organizations who meet the requirements set by the Board of Directors. The Board of Director may establish dues as a component of membership, may set policies to allow cash in kind donations in lieu of cash payment for dues, and may waive dues payments certain low income persons.
Section 2: Friends of ACC may be approved by the President of Board of Directors for receiving corporation notices of activities. Friends are not members and are not entitled to vote. They may receive activity emails any other benefits approved for this class approved by the Board of Directors.
Article VI: Board of Directors
Section 1: The members in attendance at the Annual Meeting shall elect the Directors for terms of four years. One fourth of the Directors shall be elected each year.
Section 2: The Board of Directors shall have the power to manage the Corporation, to formulate bylaws, to raise funds in any proper manner, and to perform all other necessary functions.
Section 3: Standards for members of the Board of Directors
Members of the Corporation board are expected to participate in the leadership and management of the Conservancy and/or provide support to the Conservancy through donations of personal effort or resources. Candidates for election to ACC Board of Directors should have sufficient knowledge, skills, and abilities to help advance the mission and program of the Conservancy. Each board member should continue his or education and improve his skills and abilities relevant to speleology, cave conservation and management.
Section 4: Removal of a member from the Board of Directors
The Board of Directors may remove a member of the board upon providing proper notice and a fair hearing for any of the following: significant actions harmful to the conservancy, gross negligence in performance of duties, or abandonment of position. Removal of a member of the Board of Directors requires a two thirds majority of the board members.
Article VII: Officers
Section 1: The President shall serve as Chief Executive Office of the Corporation. He shall perform the usual duties of the office of president as described in Robert’s Rules of Order. The President reports to the Board of Directors.
Section 2: The Secretary shall be responsible for recording the minutes of the Board of Directors and Corporation meetings.
Section 3: The Treasurer shall manage the Corporation’s financial accounts and perform the usual duties of the Office of Treasurer as described in Robert’s Rules of Order. The Treasurer reports to the Chief Financial Officer
Section 4: The Board of Directors may elect members to the following officer positions if it deems appropriate: Chairman of the Board, three vice presidents, and a Legal Officer with duties listed in Sections 5-10.
Section 5: The Chairman of the Board shall have special duties as determined by the President and may preside at Board of Directors and Corporation meetings at the discretion of the President. The Chairman of the Board may perform the duties of the President in his absence.
Section 6: The Vice President of Membership, Finance and Information Systems shall serve as the Chief Financial and Chief Information Officer of the Corporation.
Section 7: The Vice President of Cave Management shall serve as the Chief Cave Management Officer of the Corporation.
Section 8: The Vice President of Development and Public Relations shall serve as the Chief Fund Raising and Public Relations Officer of the Corporation.
Section 9: The Legal Officer serves as the legal advisor to the corporation. The Legal Officer does not represent the Corporation as an attorney. The Legal Officer reports directly to the Board of Directors.
Section 10: All offices report to the President except those designated in Sections 1, 3, and 9.
Article VIII: Elections
The members attending the Annual Meeting shall elect the Board of Directors. The Board of Directors shall elect the officers of the Corporation from members of the Corporation. The Board of Directors shall fill any unexpired term occurring among the officers and the directors.
Article IX: Meetings
Section 1: The President shall preside at the Board of Directors and Annual Meetings. The Board of Directors may call special meetings.
Section 2: To constitute a meeting for transaction of business, a quorum of one third of the members must be present or represented by proxy. To constitute a meeting of the Board of Directors, one-half of the members must be present or represented by proxy.
Section 3: To constitute a meeting by email, a motion must be sent by the ACC President to all ACC Board members. Seventy-five percent of the board must vote within seven days to constitute an email quorum.
Section 4: In the event that both the President and Chairman of the Board are incapacitated or are not present at a meeting of the Corporation, Vice Presidents who are present at the meeting and willing to preside shall, in the following order of precedence, serve as the temporary presiding officer.
1. Vice President of Membership, Finance and Information Systems
2. Vice President of Cave Management
3. Vice President of Development and Public Relations
4. Legal Officer
Article X: Cave Preserves
In compliance with Articles of Incorporation, paragraph 10, the Board of Directors shall find and enter into memorandum(s) of understanding with appropriate organization(s) that are qualified and willing to manage and assume ownership of the stated cave preserve property owned by the corporation should the corporation be dissolved or become incapable of managing its cave preserve(s).
Article XI: Rules of Order
The business meetings of the Corporation shall be conducted in accordance with Robert’s Rules of Order.
Article XII: Amendments
Amendments to these bylaws shall be passed by two-thirds of the Board of Directors at a meeting at which the proposed amendment was sent to the members of the Board of Directors at least fifteen days prior to the meeting or approved unanimously.
Adopted February 2004
Revised June 2023