By-Laws

1. NAME. The name of this group shall be LEGACY OF NORTHERN KENTUCKY, INC. (LEGACY).

2. MISSION. LEGACY was created as an initiative of Forward Quest on January 1, 2000. LEGACY works in conjunction and in partnership with the Northern Kentucky Chamber of Commerce, Inc. in performance and fulfillment of its mission. The mission of LEGACY is as follows:

LEGACY encourages young leaders who embrace the principles of meaningful participation, effective citizenship and extraordinary imagination to unite in an effort to enhance the quality of life and economic well-being in the Northern Kentucky and Greater Cincinnati communities.

LEGACY has formed a three-pronged approach to achieve its mission: educate members on a broad array of issues impacting the community; develop leadership skills within the membership; and facilitate the involvement of members in the community.

3. MEMBERSHIP.

3.1 Membership Vision. LEGACY seeks young persons ages 21-40 for active membership, and strives to have adequate representation with regard to local residence, gender, race, and profession. LEGACY is determined to assemble the most talented, enthusiastic, pro-active and forward-thinking group of young persons in the region, who will share their energies and imaginations to achieve LEGACY’s expressed goals.

3.2 Classes of Membership. LEGACY shall be composed of three classes of membership as follows: Active Members, Alumni Members and Temporarily Inactive Members.

(a) Active Member. Active Members must be persons who are residents of and/or who have business or professional interests in the Northern Kentucky/Greater Cincinnati community aged 21-40, unless otherwise defined by these by-laws. Active Members are expected to fulfill their membership responsibilities through payment of annual dues, attendance at events and meetings, involvement on at least one (1) committee, and other membership responsibilities as established and amended from time to time by the Steering Committee.

(b) Alumni Member. Alumni Member status may be obtained by having five (5) years of service and over the age of 41, having five (5) years of service and served as President of the organization, or having eight (8) years of service (no age requirement). Members who reach the age of 41 but who do not have five (5) consecutive years of service have the option to remain active. Alumni Members shall be afforded all privileges of Active Members except that Alumni Members are precluded from holding an office or committee chair position and will not have voting privileges. Alumni Members are expected to fulfill the membership responsibilities of Active Members set forth in Section 3.2(a). Once Alumni Members have paid alumni membership dues for a period of five (5) years, they become Life Members of Legacy.

(c) Temporarily Inactive Member. Temporarily Inactive Member status may be obtained by Active Members who demonstrate to the Steering Committee that he/she is unable to participate in the work or regular meetings of LEGACY because of:

(i) regular unavoidable conflicts;
(ii) serious long-term illness; or
(iii) career assignments which remove a member from the geographical area for extended periods.

Status as a Temporarily Inactive Member may be obtained only upon a two-thirds vote of the Steering Committee and shall not exceed one (1) calendar year in duration. A Temporarily Inactive Member shall be relieved of the privileges and obligations of an Active Member until such time as his/her Active Membership is reinstated. A Temporarily Inactive Member may be reinstated as an Active Member upon written representation by the Temporarily Inactive Member to the Steering Committee that he/she is prepared to re-assume the privileges and obligations of Active Membership.

4. BOARD OF DIRECTORS.

4.1 Role. LEGACY’S Board of Directors shall advise the Steering Committee of LEGACY as to new opportunities for enhancement and expansion of its programming and functions. Any recommendations made by the Board of Directors shall be advisory in nature, and the Steering Committee may pursue them in whole or in part at its sole discretion.

4.2 Composition. The Board of Directors shall include the following six (6) members: the officers of LEGACY, namely, the President, President-Elect, Treasurer, and Secretary; the immediate past president of LEGACY; and the President of the Northern Kentucky Chamber of Commerce, Inc. In addition, the Board of Directors may also include up to four (4) at-large members. Any at-large members of the Board of Directors shall be appointed by the President, with the advice and consent of the Steering Committee.

4.3 Terms. The six (6) required members of the Board of Directors shall serve for the duration of their term in office or, in the case of the President of the Northern Kentucky Chamber of Commerce, Inc., for the duration of his or her tenure in that position. Any at-large member of the Board of Directors shall serve two (2) years from the date of appointment.

4.4 Duties. The Board of Directors shall meet at least biannually to assess the state and direction of LEGACY. At each meeting the President shall report on all of LEGACY’S major undertakings. The Board of Directors shall issue its recommendations, if any, to the Steering Committee by September 1 of each year.

5. OFFICERS.

5.1 Offices. The officers of LEGACY shall be: President, President-Elect, Treasurer, and Secretary. The President of the Northern Kentucky Chamber of Commerce, Inc. shall serve as an ex-officio, non-voting member of the Board of Directors and shall share signatory authority in conjunction with the leadership of Legacy with regard to financial instruments.

5.2 Election.

(a) Nominating Committee Composition. The President, with the advice and consent of the Steering Committee, shall appoint a Nominating Committee at least thirty (30) days prior to the annual meeting. The membership of the Nominating Committee shall consist of exactly seven (7) Active Members. Among the makeup of the membership of the Nominating Committee, a maximum of three (3) shall serve on the Steering Committee, a minimum of four (4) shall not serve on the Steering Committee, and at least six (6) shall have one (1) year or more of active membership within the organization. Each member will be a voting member of the Nominating Committee, and each member shall have an equal vote of one (1). The President shall designate from among the Nominating Committee membership a Chair and a Vice Chair. Either the Chair or Vice Chair of the Nominating Committee may be a member of the Steering Committee. However, if the Chair is a member of the Steering Committee, the Vice Chair shall not be a member of the Steering Committee. If the Chair is not a member of the Steering Committee, the Vice Chair may be a member of the Steering Committee. No member of the Nominating Committee shall be nominated for an officer position. There shall be no other member – non-voting, alternate, ad hoc, or otherwise – of the Nominating Committee.

(b) Nominating Committee Scope. The Nominating Committee shall present a slate of nominees for the election to the full membership at least ten (10) days prior to the annual meeting, and the Nominating Committee shall conduct elections at the annual meeting.

(c) Voting. Officers shall be elected at the annual meeting. Any active member in attendance at the annual meeting may nominate another member for an office if the nominee meets the qualifications for that office as defined in Section 5.6 of these By-Laws. Only Active Members in good standing shall vote upon officers nominated for service, and nominees shall be elected to their respective office upon majority vote of those Active Members in attendance.

(d) Reservation. The Nominating Committee, through the Chair, shall be the designated authority on any procedures, guidelines, questions, objections, or other pertinent issues regarding the qualification of officers, nomination of officers, election of officers, or voting as not specifically addressed in this section or in any other section of these By-Laws.

5.3 Terms. Office terms shall be one year in length, beginning September 1 and ending August 31. Once elected, the President-Elect shall serve one term as President-Elect and one term as President. Officers, other than the President and President-Elect, may serve two consecutive terms in the same office. An officer serving a partial term will not have the partial term counted toward the two consecutive term limit.

5.4 Vacancy. The President may appoint a member of the Steering Committee to fill the unexpired term of any vacant office other than the President or President-Elect. A vacancy in the Presidency will be filled first, by the President-Elect, second, by the Treasurer, and third, by the Secretary. A vacancy in the office of President-Elect shall not be filled for the remainder of the term, and both the President and President-Elect positions shall be elected during the next regularly scheduled nominating process. A vacancy of the Steering Committee shall be filled by appointment by the President from the ranks of Active Members.

5.5 Duties.

(a) Duties of the President. The President shall be the chief executive officer of the organization and, subject to the control of the Steering Committee, shall in general supervise and control all of the affairs of the organization. The President will primarily be responsible for the external affairs of the organization. The President shall sign or countersign all contracts and other instruments of the Corporation, as authorized by the Steering Committee, shall make reports to the Steering Committee and members, and shall perform all other duties as are incident to the office, or are properly required by the Steering Committee.

(b) Duties of President Elect. The President-Elect shall succeed the President upon expiration of the President’s term of office. The President-Elect may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The President-Elect shall oversee the internal affairs of the organization and shall be the primary liaison to the committees, providing guidance and assistance when needed. Responsibilities shall include, but not be limited to, coordinating committees and prioritizing initiatives. The President-Elect shall perform all duties incident to the office, or which are properly required by the Steering Committee.

(c) Duties of the Secretary. The Secretary shall keep accurate minutes of all meetings of the members and of the Steering Committee. Responsibilities shall include, but not be limited to, being the administrator for public relations, the website, and event invitations. In addition, the Secretary shall perform all of the duties commonly incident to the office, and shall perform such other duties and have such other powers, as the Steering Committee shall designate. In his or her absence at any meeting, an assistant secretary or a secretary pro tempore shall perform his or her duties thereat.

(d) Duties of the Treasurer. The Treasurer shall have the custody and be responsible for all funds and securities of the organization, and shall keep accurate books of account of the organization’s transactions which shall be the property of the organization and, together with all its property in his or her possession, shall be subject at all times to the inspection and control of the Steering Committee. The Treasurer shall disburse the funds of the organization in payment of the just demands against the organization, or as may be ordered by the Steering Committee, taking proper vouchers for such disbursements, and shall render to the Steering Committee from time to time, as may be required, an account of all of his or her actions as Treasurer and of the financial condition of the organization. The signature of the President of the Northern Kentucky Chamber of Commerce, Inc. shall be required prior to the Treasurer’s disbursement or other obligation of funds in amounts up to $1,500.00. In addition, the signature of one (1) additional officer of the Northern Kentucky Chamber of Commerce, Inc. shall be required prior to the Treasurer’s disbursement or other obligation of funds in excess of $1,500.00. The Treasurer shall perform all duties incident to the office, or which are properly required by the Steering Committee.

5.6 Qualifications.

(a) President. A nominee for President must be an Active Member in good standing and must have served on the Steering Committee for a period of at least one year at the time of taking office. In addition, a nominee for President must have been elected as President-Elect the year immediately preceding the nomination for President. In the event of a vacancy in the President-Elect position, this qualification shall be waived.

(b) President Elect. A nominee for President-Elect must be an Active Member in good standing and must meet the qualifications of President as defined in Section 5.6(a) of these By-Laws. The President-Elect shall serve as President the year following the election as President-Elect.

(c) Secretary. A nominee for Secretary must be an Active Member in good standing. In addition, nominees should have experience with public relations, communications, and marketing.

(d) Treasurer. A nominee for Treasurer must be an Active Member in good standing. In addition, nominees should have experience with developing and administering budgets, with preparing and analyzing financial statements, and with a general understanding of financial matters. Nominees for Treasurer must be bondable.

6. COMMITTEES.

6.1 Steering Committee:

(a) Appointment. The Steering Committee shall be comprised of all officers, chairs of standing committees and other members appointed by the President.

(b) Size. The Steering Committee shall not exceed 31 members.

(c) Powers. The Steering Committee shall have the power to act on behalf of LEGACY and shall act in the best interest of the Active Members.

(d) Chair. The President shall serve as Chair of the Steering Committee.

6.2 Standing Committees. LEGACY shall have the following standing committees:

(a) Membership Committee. The Membership Committee shall be responsible for LEGACY’S recruitment of new members, the receipt and review of new member applications, the engagement and retention of current members, and member education on topical issues in accordance with the mission of LEGACY.

(b) Leadership Development Committee. The Leadership Development Committee shall undertake various projects, programs, and educational events in an effort to cultivate and develop leadership skills within the membership of LEGACY consistent with the mission.

6.3 Community Initiative Committees. LEGACY’S Community Initiative Committees cover a wide range of community initiatives in alignment with the interests and talents of the membership of LEGACY. The goal of these committees will be to get LEGACY members active in the community through exploration, dialogue and projects consistent with the mission of LEGACY. In addition to the Standing Committees listed in Section 6.2, these committees shall afford all members a reasonable and meaningful opportunity to fulfill their committee requirement specified in Section 3.2(a). LEGACY’S Community Initiatives Committees shall be the following:

(a) Community Legacy Committee. The Community Legacy Committee shall undertake various projects, programs, and educational events focusing on regional issues including education, community outreach, and parks and greenspace.

(b) Civic Engagement Committee. The Civic Engagement Committee shall undertake various projects, programs, and educational events focusing on non-partisan civic/political education, involvement, awareness, and public engagement.

6.4 Ad Hoc Committees. The Steering Committee and/or the President may appoint Ad Hoc Committees to address special time limited tasks. One such committee shall be the Nominating Committee described in Section 5.2.

6.5 Committee Membership. The President shall appoint all Committee Chairs recruited from the ranks of the Active Members. Committee Chairs shall recruit committee members from the full membership. A committee may be created, disbanded, or the structure of a committee changed as determined by the Steering Committee in alignment with the needs of the organization.

7. MEETINGS.

7.1 Annual Meeting. An annual meeting of the full membership shall be held at such time and place as the President may direct upon at least ten days’ prior notice in writing, given personally, or by mail, e-mail or fax to the full membership. The annual meeting will be scheduled at some point in the last two months of the fiscal year. The purpose of the annual meeting will be the election of officers and the transaction of such other business as may properly come before the meeting.

7.2 Other Meetings. All committees shall meet as needed. Educational meetings, social events and other programs for the full membership will be held from time-to-time.

8. VOTING. Except for those matters requiring hereunder the approval of the full membership, only the Steering Committee will vote on the general business of the organization. The sole voting responsibility of the full membership shall be the election of officers at the annual meeting, an amendment to the Articles of Incorporation or By-Laws brought before the full membership, the dissolution of the organization, and such other items as the Steering Committee may elect to present to the full membership for approval.

8.1 Quorum. A quorum shall consist of fifty percent (50%) of the Steering Committee or full membership, whichever the case may be.

8.2 Voting. Assuming a quorum, a simple majority of those members present shall indicate an affirmative vote, unless otherwise indicated within the By-Laws.

8.3 Amendment to By-Laws. Any member may propose an amendment to the By-Laws if a majority of the full membership signs a petition to place the amendment before the full membership. An amendment to the By-Laws shall require the normal quorum with a two-thirds super majority vote to indicate an affirmative vote. Any Steering Committee member can propose an amendment to the By-Laws to be brought before the Steering Committee for vote, if it is determined by the Steering Committee that the amendment merely improves the operational efficiency of the organization and in no way substantially alters the organization’s mission or structure. An amendment of the By-Laws brought before the Steering committee shall require the normal quorum and two-thirds super majority vote to indicate an affirmative vote.

9. FISCAL YEAR. The fiscal year of LEGACY shall run from January 1 through December 31. The fiscal year shall apply to all financial matters.

10. DISSOLUTION OF AFFILIATION WITH NORTHERN KENTUCKY CHAMBER OF COMMERCE. Any member may propose an amendment to the By-Laws to dissolve LEGACY’s affiliation with the Northern Kentucky Chamber of Commerce, Inc., in accordance with the provisions of Section 8.3 of these By-Laws.

The above By-Laws of Legacy were approved and adopted by the Steering Committee on June 26, 2008.

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