Section 1. Registered Office. The registered office of the International Cody Family Association (ICFA), herein
also known as the Association, in the State of Wyoming shall be as stated in the Articles of Incorporation of the
Association (the Articles) or such other place within the State as the Board of Directors may designate from time to
time.
Section 2. Principal Office. The principal office of the Association shall be at such place within or outside the
State of Wyoming as designated by the Board of Directors from time to time. The business of the Association shall be
transacted from the principal office, and the records of the Association shall be kept there or at a location(s) selected
by the Board of Directors.
Section 3. Other Offices. The Association may have such other offices, either within or outside the State of
Wyoming, as the Board of Directors may determine.
ARTICLE II – Membership
Section 1. The Association shall have open membership to include descendants of Philip and Martha Cody of Beverly, MA, their spouses,
relatives and friends as well as any individual, group or institution interested in the Cody Family, its genealogy and history, or its mission and
objectives.
ARTICLE III – Boards and Committees
Section 1. Board of Directors shall constitute the Officers of the ICFA and consist of a President, Vice President, Secretary and
Treasurer, who shall be elected by those adult voting members attending the biennial meeting. The business and affairs of the Association shall be
planned, directed and managed by or under the direction of the Board of Directors for the benefit of the Association. In addition to the powers
conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all powers of the Association and perform all acts, which
are not prohibited to it by law, by the Articles of Incorporation or by these Bylaws.
The Board of Directors shall appoint additional persons to be responsible to perform specific tasks required to operate the Association.
Section 2. Executive Board: The Executive Board shall be composed of the Board of Directors plus those additional Directors appointed
by the Board of Directors who, as a whole, will be responsible for the operation of the Association.
The appointed Directors shall include at least, but not limited to, a Webmaster, Genealogist, and Newsletter Editor to carry out those respective
functions. The appointed persons, together with the four elected Officers, shall constitute the Executive Board, and the Executive Board shall meet
as required for the efficient operation of the Association.
The general duties of the Executive Board are:
Perform all basic duties of running the organization and make recommendations that require an action or approval.
Define additional activities and tasks needed to operate the Association.
Perform, or appoint persons to perform, such tasks deemed necessary to operate the Association.
Recommend changes in policy, Bylaws or any other matter deemed necessary for the operation of the Association.
Determine time and place of the reunion and biennial business meeting.
Determine the order of business for the business portion of the biennial meeting.
Appoint persons to fill Board vacancies until the next biennial meeting.
Appoint a nominating committee for elected officers at least 90 days in advance of a given election.
Section 3. Advisory Board shall be composed of Past Presidents, plus prior Officers or others deemed by the Board of Directors to be
able provide ongoing general input to the welfare of the association. The members of which are entitled to submit items for consideration, make
comments as appropriate in the meetings, but not to vote at Executive Board meetings. They may request a special meeting with the Executive Board.
They may serve perpetually, subject to approval by the Executive Board, until resignation.
Section 4. Assignments of duties.
Specific job duties are listed under Articles V and VI. All, or portions thereof, may be reassigned as necessary, subject to the approval of the
particular officer(s) in charge of the activity and concurrence of the majority of the Executive Board members.
One person may hold more than one position.
Where needed, extra staff or a committee may be used in supporting any other position.
Section 5. Qualifications.
Directors must be adults, 21 years or older, who represent the interests and purposes of the Association. Each Director shall demonstrate
his or her willingness to accept responsibility for governance and his or her availability to participate actively in governance activities.
Directors shall be selected to bring a variety of interests and expertise to the Association and should have previously attended at least 1 of
the last 2 General Membership Meetings.
Descendents and their relatives may hold any elected or appointed office except the President and Vice President who must be a direct Cody
descendent, unless elected by a vote of at least 75% (3/4) of those adult voting members attending the biennial membership meeting.
Section 6. Elections.
The Board of Directors shall be elected by a majority vote of the general membership present during the business portion of the biennial
meeting.
The Nominating Committee shall consist of at least 3 members for the purpose of identifying and vetting one or more persons for each elected
position.
The Nominating Committee shall be composed of at least one representative from the “appointed” portion Executive Board and one from the Advisory
Board. The members of the Nominating Committee shall select the Chairperson.
Members may submit nominations to the Secretary up to 60 days prior to the election.
A slate of nominations for presentation to the membership meeting shall be prepared by the nominations Committee and be available to the
membership at least 30 calendar days prior to the election.
Members may submit nominations from the floor at the General membership meeting.
Election of officers and approval of activities will be by majority vote unless otherwise specified in these Bylaws.
If 1 person holds more than 1 job, he/she will still be allowed only 1 vote.
Voting will be by secret ballot if more than one person is proposed for an office.
Eligible Voters are those adult (21 or older) members in attendance at the biennial meeting.
Section 7. Term of Office.
The term of the Board of Directors officers shall begin at the close of the business session at which the Board of Directors officers are
elected.
All elected Board of Directors officers shall be eligible for reelection a maximum of 3 consecutive 2-year terms.
Ideally, the elected Board of Directors officers should be divided into at least two overlapping groups (see Section 9, Training).
If an election cannot be held because a biennial meeting is postponed for any reason then the incumbent Officer’s term will be extended until
the next Reunion business meeting.
A Board of Directors officer may be elected for an extended term by at least a 75% (3/4) vote of the adult members attending the biennial Reunion
business meeting.
Section 8. Appointed Directors. The Board of Directors shall select appointed Directors, with the Executive Board confirming these
appointments by majority vote.
Section 9. Training. When possible, new Directors should overlap present Directors for a period of time, depending on the office.
Ongoing Directors are expected to assist new Directors on current business plans and activities for at least 6 months or as required.
Section 10. Policies & Procedures.
Policy & Procedures shall be developed to further define the job descriptions, responsibilities/authority, interfaces within and without the
Association, and operating procedures for each office, which can be used as backup in case someone must temporarily or permanently assume the
position of an ongoing office.
Section 11. Removal.
An elected Board of Directors Officer of the Association may be removed, at any time, with cause, upon the affirmative vote of at least 75% (3/4)
of all Directors of the Association then in office, excluding the Officer proposed for removal.
Any appointed Director may be removed at any time, with cause, by a resolution approved by the 75% (3/4) of the officers then in office,
excluding the officer proposed for removal.
Section 12. Vacancy.
If the office of any elected Director becomes vacant for any reason, the Executive Board must choose, by majority vote, a successor within 60
days to fill the vacancy.
Appointed positions on the Executive Board may be filled at any time by majority vote of the Executive Board.
Appointed positions on the Advisory Board may be filled at any time by majority vote of the Executive Board.
Section 13. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Secretary of the
Association. Such resignation shall be effective upon delivery, unless a later date is specified in the resignation notice.
Section 14. Compensation.
Directors shall not receive compensation from the Association for services as a Director. They may receive reimbursement for prior approved
expenses related to the operation of the Association.
Notwithstanding the foregoing, appointed Officers, or their supporting personnel, may be entitled to reasonable reimbursement for services or
expenses rendered to the Association if funds are available and approved by the Executive Board.
Section 15. Confidentiality. From time to time, confidentiality at meetings of the Board of Directors or the Executive Board of the
Association may be vital to promoting free and candid deliberations. Further, records and other information generated in connection with the
activities of the Boards may require confidentiality. The President may designate certain agenda items or topics as confidential. Members of the
Executive Board shall make no disclosure regarding these confidential items or topics except as authorized by the President. For all other agenda
items or topics, Directors shall exercise prudent judgment regarding what information may be disclosed to others.
Section 16. Liability and Error of Omission Insurance. Subject to competitive bidding, the Association shall maintain Liability and
Error of Omission Insurance for the Executive Board.
ARTICLE IV – Meetings
Section 1. Board of Directors and Executive Board Meetings. Board of Directors and Executive Board Meetings shall occur at least twice
per year or more frequently as needed to conduct the business of the organization. The Boards may determine that these meetings can be held in person
and/or by means of remote communication pursuant to Section 6 below.
Section 2. General Membership Meetings. A General Membership business meeting shall held biennially and be associated with a family
reunion, unless authorized otherwise by the Executive Board. The time and place for such meeting to be determined by the majority vote of the
Executive Board,
All suggestions for the locations of future membership meetings should be submitted to the President, who will present all options to the
Executive Board for vote and final selection.
At each Membership Meeting, the membership shall elect the Board of Directors in such numbers as required or permitted by the Articles of
Incorporation and these Bylaws, and the Meeting shall conduct such other business as may properly come before it.
Section 3. Special Meetings. Special General Membership meetings may be called by the majority of the Executive Board and/or the
Executive Board, but require written notice to the general membership at least 90 days prior to the meeting. Said notice shall include agenda items,
but the failure to include an agenda item in the notice shall not prevent action from being taken with respect to such item.
Section 4. Records of meeting actions. Minutes of all official Board and Committee meetings shall be recorded and available to members
upon request.
Section 5. Notice of Meetings.
Notices (electronic or written) shall be given not less than ten days prior to Board of Directors or Executive Board meetings, excluding the day
of the meeting. Said notice shall include proposed agenda items, but the failure to include an agenda item in the notice shall not prevent action
from being taken with respect to such item. For items requiring faster action, the ten-day requirement may be waved if the officers affected are
available.
Notices (electronic or written) of meetings at which (1) removal of a Director; (2) an amendment to the Articles of the Association; or (3) an
amendment to the Bylaws will be proposed must be given at least 30 calendar days in advance of such meeting.
Section 6. Quorum and Voting.
The presence of a majority of the members of the Board of Directors, or the Executive Board, shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors or the Executive Board.
Participation by remote communication constitutes presence at a meeting. Remote communication means communication via electronic communication,
conference telephone, videoconference, the Internet, Skype or other means by which persons not physically present in the same location may
simultaneously communicate.
Proxy voting shall not be permitted.
Section 7. Rules of Procedure. The Board of Directors may adopt or establish rules and procedures for conducting meetings, such as
“Robert’s Rules of Order”. Rules must be consistent with the Articles of Incorporation and Bylaws.
Section 8. Closed meetings. All meetings of the Board of Directors or the Executive Board are presumed closed to individuals who are
not members of the Executive Board or the Advisory Board. The President may waive this requirement.
ARTICLE V – Elected Officers and Duties
Section 1. President. The President shall be the Chief Executive Office of the Association and shall preside, or appoint a designee to
preside, at meetings of the Board of Directors, Executive Board and General Membership.
The President shall have general active management of the business of the Association, shall see that all orders and resolutions of the Board of
Directors, and Executive Board, are carried into effect, shall sign and deliver in the name of the Association any deeds, mortgages, bonds,
contracts, or other instruments pertaining to the business of the Association, except in cases in which the authority to sign and deliver is required
by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these Bylaws, or the Executive Board to some
other officer or agent of the Association, may maintain records of and certify proceedings of the Executive Board.
The President shall have all the general powers and duties generally vested in the office of a president of a nonprofit corporation and shall
have such other powers and perform such other duties as the Executive Board may prescribe.
Call special meetings as necessary for the purpose of carrying on the work of the Association.
Submit to the membership, at the biennial meeting, a report of all official acts of the Board of Directors and Executive Board, together with
any other information and recommendations deemed important.
Section 2. Vice President. The Vice President shall assist the President in Association business.
Shall act on behalf of the President in his/her absence or as needed.
Carry out the policies of the Association by developing and administering specific programs and activities.
Perform such other duties and have such other powers as the Executive Board may prescribe.
In the event of vacancy in the office of the President, the Vice President shall exercise the duties of President.
Section 3. Secretary. The Secretary shall be responsible for ensuring that all actions and the minutes of all proceedings of the Board
of Directors and Executive Board are recorded in a file to be kept for that purpose, and shall be responsible for all documents and records of the
Association defined by the Executive Board, except those connected with the office of the Treasurer or Genealogist.
The Secretary shall:
Give, or cause to be given, any required notice of meetings of the Board of Directors or Executive Board.
Record minutes of all official Board and Business meetings. Make these minutes available upon request.
Mail, or cause to be mailed, (electronically or by postal) to all Directors within thirty days after each meeting copies of all said actions and
minutes of said proceedings.
Maintain and update the Association mailing lists.
Provide the current mailing list to Reunion committee and Executive Board when requested.
Be responsible for editing and publishing the Cody Family Directory (based on the current mailing list) on a schedule agreed to by the Secretary
and Executive Board. Support for this activity shall be provided as needed.
Send Newsletters or announcements to all members with email addresses as requested by the Executive Board.
Perform such other duties and have such other powers as the Executive Board may prescribe.
Section 4. Treasurer. The Treasurer shall be Chief Financial Officer (CFO) of the Association and shall be responsible for the
financial activities of the Association.
The Treasurer shall:
Each Director or officer shall propose a budget for his or her relevant office or Association activity. The Treasurer shall review and make
recommendations on all proposed budgets. Upon obtaining Executive Board approval of the budget, it shall be made available on request to the general
membership.
Oversee the disbursement of funds and checks and drafts in the name of the Association as ordered by the Executive Board or within approved
budgets.
Ensure that all moneys, drafts, and checks in the name of and to the credit of the Association are deposited in such banks and depositories as
the Executive Board shall designate.
Select, establish and maintain the financial accounts of the Association, receive and deposit all monies (all income such as donations, sales,
etc.) into the Association bank account. The bank to be selected by the Treasurer and confirmed by a majority vote of the Board of Directors.
The Association shall Bond the Treasurer at the Associations expense.
Maintain and file all necessary State and Federal tax records.
Render to the President and the Executive Board, whenever requested, an account of all financial transactions and the financial condition of the
Association.
The Executive Board may delegate a portion of the responsibilities of the Treasurer to one or more persons; provided, however, that such
individual(s) shall be subject to the oversight and control of the Treasurer. The Treasurer shall at all times retain the ultimate authority and
responsibility for the financial affairs of the Association.
The Executive Board shall cause an audit of the financial records at least once per 2 years, with a summary of the results provided to the
membership.
Section 5. Records and Communications.
All records (electronic, paper, etc.) for a peculiar office shall be passed on to the person assuming the responsibility for that office within
45 days of the new person being selected to fulfill that office.
If a person overlaps with the new person assuming the job, then the outgoing person may keep a copy for reference in order to help the new
person. But the official records will be held by the newly elected/appointed person.
All other Cody Family Records (for the Association, Foundation, etc.) shall be passed on to the President within 45 days of the President being
selected to fulfill that office.
The Executive Board shall maintain in safe keeping a back-up copy of critical records such as: Mailing list, Genealogical records, Financial
records and other legal records.
The Executive Board shall define the means for backing-up all critical records. This may be electronically with access authorized by a password
held by the elected Board of Directors. The back-up copy can also by held by another Director(s) providing it is not held by the person responsible
for generating the record nor be a spouse of that person.
Records should be backed-up at least once per quarter and all Board members should have knowledge of the location and have access to said
materials.
All business related postal mailing addresses and email addresses for the Association shall be defined by the Executive Board.
ARTICLE VI – Appointed Officers, Committees and Duties
Section 1. Appointed Officers and Committees.
The Board of Directors may establish one or more Directors or committees as may be specified in resolutions approved by the Board. These
appointed Directors and Committee’s shall serve until the next election in which the new Executive Board may reappoint them and because of their
special expertise, they are not subject to term limits.
Such Directors and committees shall have the authority to act for the Executive Board in the management of the business of the Association to the
extent provided in Board resolutions.
Such Directors and committees, however, shall at all times be subject to the direction and control of the Executive Board.
At least 3 persons shall be appointed and serve as members of the Executive Board. They shall be: Genealogist, Webmaster and Newsletter
Editor.
The Board of Directors may appoint other directors, as it deems necessary to carry out the business of the Association.
The Executive Board shall commission committees and make special assignments as necessary in administering the programs of this Association.
Board appointments and special assignments may be temporary or permanent.
Section 2. Webmaster. In recognition of the advantages provided by the Internet, such as file sharing, online databases, email, search,
website presentation, video, billboards, chat rooms, blogs, links and fill-in forms, the Executive Board shall appoint an individual(s) with required
expertise in the various operating and application software languages needed to build and operate the Association web site plus interface with other
websites or organizations.
Duties are at the direction of the Executive Board and include but are not limited to:
Create the Association presence on the web.
Design the web site appearance and features.
Build, update, modify and expand the components of the web site.
Solicit, research, write, coordinate and edit web site articles.
Select and propose the web site hosting service vendor for approval by the Board.
Provide interfaces between the Association web site and the Newsletter, Genealogists or other email notices.
Provide interfaces between the Association web site and other associated organizational web sites.
The Association shall own the domain name cody-family.org for the purpose of a website and use the contents of the website under license or by
agreement with the author(s). The authors retain right of use of their contributions.
Section 3. Genealogist.
Compile and maintain accurate genealogical records of the Cody Family descendants.
As required, buy materials or engage the support of professional researchers, working on a fee basis, subject to the approval of the Executive
Board and availability of money to do so.
Perform genealogical research to extend, expand and correct Cody Family records.
Communicate with Family, and non-family members submitting enquiries, to confirm, correct and expand their family records or determine their
relationship to the family.
Provide genealogical printout (paper or electronically) of the family linage information when requested. Fees to cover costs for this service to
be determined by Genealogists and the Executive Board.
Serve as Senior Editor of any and all genealogical and historical books published by the Association. Books will be published on a schedule
agreed to by the Genealogist and Board of Directors. Support for this activity, such as securing design, printing and mailing service shall be
provided as needed by the Executive Board.
Support any kiosk designed to interface with the public or members inquiring into their connection to the family.
Section 4. Newsletter Editor. Provides communications of Association activities with the membership and related organizations.
Solicits, gathers, and writes Newsletter articles.
Coordinates, proofreads, edits and organizes Newsletter articles.
Publish and distribute the Newsletter by US mail and/or email. Support for this activity, such as securing design, printing and mailing service
shall be provided as needed by the Executive Board.
Newsletters will be published on a schedule agreed to by the Newsletter Editor and Executive Board.
Section 5. Ambassador.
Represent the Association in ways deemed helpful by the Executive Board.
Section 6. Regional Director(s).
Regional Directors may be appointed representing USA, Canada and International regions as needed. The Executive Board shall determine the number of
Regional Directors and the areas to be covered by each Regional Director.
The regional Directors shall:
Interface activities between Association and Cody Family Circles and/or Regions of the US or Canada.
Develop and maintain contacts among members in their respective regions.
Support and establish family circles.
Promote activities that will enhance the family community in their area.
Encourage descendants in their region to support Association activities.
Section 7. “Related Organization” Director(s). Interface activities between the Association and other organizations or institutions
related to any past or present family member, such as the Buffalo Bill Historical Center, or any similar historical organizations such as the Annie
Oakley Museum, Pawnee Bill Organization, Texas Jack Organization, Ringling Brothers Museum and others.
Section 8. Executive Director. Assumes specific responsibilities defined by the Executive Board.
Section 9. Reunion Committee. The Executive Board shall select the Reunion Chairperson. That person shall coordinate the organization
and activities surrounding each biennial Reunion. The Reunion Chairperson shall be a voting member of the Executive Board.
The Reunion committee shall have presiding authority and responsibility over all activities of hosting the Reunion, with the aid of the Executive
Board if needed.
A separate bank account and accounting system shall be set up apart from the Associations accounts. The Reunion committee may not count on using
general funds unless previously approved by the Executive Board.
Fees and donations for the Reunion activities shall be set by the Reunion committee in order to cover the cost of the reunion. However, suggested
membership dues/donations collected, as part of the Reunion, shall go into the general treasury.
The term of the Reunion committee shall be from inception until closeout of all reunion activities and financial Association accountings.
Any remaining monies shall be added to the general treasury.
The goal is to meet in Cody, WY every 10th year, and alternate between the Eastern and Western parts of the US or Canada every 2 years, but not
to exclude potential meetings in the mid-west, Europe or England.
Section 10. Finance Committee. The Finance Committee, chaired by the Treasurer, shall study and make recommendations to the Executive
Board with respect to the budget and financial activities of the Association.
Section 11. Communications Committee. The Communications Committee shall connect with members by phone or electronic means to encourage
participation in special events or projects, and to learn of special needs or suggestions. The Newsletter Editor, Webmaster and Regional Directors
shall be a part of this committee.
ARTICLE VII – Fiscal Matters
Section 1. Accounting Year. The accounting year of the Association shall be the calendar year.
Section 2. Suggested Annual Dues/Donations.
Suggested Annual Dues/Donations are voluntary and are used to fund ongoing Association operations and activities.
The Executive Board shall determine the amount and classification (if more than one) of the Suggested Dues/Donations.
These are in US dollars, and payable annually starting January 1 of each year.
Suggested Dues/Donations are for a “total family unit”, defined as those persons directly related living within the same residence and their
dependant children under the age of 25, not per individual member of a family.
The Executive Board may determine member benefits.
Section 3. Special Donations.
Members and others are encouraged to support the Association by donations of their real and personal property to be utilized or disposed of as
seen fit by the Executive Board. The Executive Board may accept special donations earmarked for specific use by the Donor provided the Donor
supervises that donation's use. Unused earmarks may be returned to the Donor if not utilized within 2 years of their donation by petition of the
Donor, subject to the majority vote of the Executive Board. Intellectual property donated for use by the Association shall be automatically
understood to be used under agreement, written or otherwise, by the Association. Time and effort expended by Directors, Interns and Volunteers are
considered Donations. Vendors and others compensated for their services by the Association are not considered Donors. All Donors will be recognized
by the Association for their contributions other than their biennial suggested Voluntary Dues.
ARTICLE VIII – Amendments
Section 1. The Association’s Articles of Incorporation and these Bylaws may be altered, amended or restated by the Executive Board to omit or
include any provision, which could be lawfully omitted or included at the time of such amendment. Any number of amendments, or an entire revision or
restatement of the Articles of Incorporation or these Bylaws, may be voted upon at a meeting of the Executive Board or by action in writing where due
notice of the proposed amendment has been given and shall be adopted, subject to presentation to the next biennial meeting of the membership for
approval, upon the affirmative vote of a majority of all Directors entitled to vote on the proposed amendment or revision. Any such amendment or
revision shall require the affirmative vote of at least 66.7% (2/3) of the adult members attending the biennial meeting.
ARTICLE IX – Ownership, Copyrights and Trademarks
Section 1. Website Domain name.
The Board of Directors shall, in the name of the ICFA, register, own and maintain the domain name cody-family.org with the International Corporation
for Assigned Names and Numbers (ICANN) through their approved vendors for use as the Association website. The Board may, in the name of the
Association, register, own and maintain other domain names, such as codyfamily.org, cody-family.com or codyfamily.org, even if not actively used as
a website, for the purpose of protecting the cody-family.org domain name.
Section 2. Other Association property.
Where possibly, the following shall be registered with the United States Patent and Trademark Office as belonging exclusively to the ICFA but may be
licensed for other use by vote of the Board.
A- The Family Seal or Crest shall be an official trademark of the ICFA.
B- The Family Motto shall be an official trademark of the ICFA.
C- The Newsletter and Website Logo shall be an official trademark of the ICFA.
D- Other Seals, Crests and Logos as defined by the Board of Directors.
ARTICLE X – Dissolution
Section 1. In the unlikely event of the dissolution of this Association, all funds (after all debts are paid), records and other assets of the
Association shall be transferred to a non-profit organization that supports the goals and objectives of the organization, as determined by the
Executive Board at the time of dissolution. None of these funds, records or assets shall inure to the benefit of any individual member or members
of the Association.
CERTIFICATION
The undersigned as Secretary of the International Cody Family Association, a Wyoming nonprofit corporation, herby certifies that the foregoing
Bylaws of the Corporation were adopted by written action of the Board of Directors signed the (Date)
Signed__________________________________________________Secretary: ____________________Date
