Draft Bylaws of the Kentucky Cave Alliance - Kentucky Cave Alliance: Supporting Landowners in Cave Exploration

BYLAWS OF THE KENTUCKY CAVE ALLIANCE (KCA)

DRAFT ARTICLE I: Name

The name of this organization shall be the Kentucky Cave Alliance (KCA).

DRAFT ARTICLE II: Purpose

The Kentucky Cave Alliance is a volunteer-driven organization dedicated to the responsible exploration, conservation, and documentation of privately owned cave systems in Kentucky. Our mission is to foster partnerships between landowners and cavers to protect and understand Kentucky’s unique cave ecosystems. We promote education, conservation, and safe exploration practices in accordance with the law and the landowners’ wishes.

The Kentucky Cave Alliance is organized and shall operate exclusively for charitable, educational, and scientific purposes as described under Section 501(c)(3) of the Internal Revenue Code. No substantial part of the activities of the Kentucky Cave Alliance shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

DRAFT ARTICLE III: Membership

3.1 General Requirements

Membership in KCA is open to all individuals interested in cave exploration and conservation who agree to abide by KCA’s principles, without discrimination.

3.2 Membership Types

Full Member: Entitled to vote and run for office.
Associate Member: Supports KCA’s objectives without voting or holding office.
Honorary Member: Granted for significant contributions but does not vote or hold office.

3.3 Termination and Compliance

Membership may be terminated for conduct detrimental to KCA’s mission. All KCA members agree to uphold KCA Bylaws and Policies.

DRAFT ARTICLE IV: Governance

4.1 Executive Committee

Responsible for operations, including overseeing activities, finances, and communication. Consists of Chair, Vice Chair, Secretary, and Treasurer with clearly defined duties.

4.2 Board of Directors

Ensures landowner representation, comprising five landowner representatives. No more than two representatives may serve from the same property simultaneously.

4.3 Advisory Committee

Consists of 3-5 volunteers with expertise in relevant areas. Members are nominated by the Chair and approved by the Board.

4.4 Terms of Service and Elections

Executive Committee members serve two-year terms.
Board of Directors members serve three-year terms.
Elections are held annually in August; terms begin September 1.

4.5 Resignation and Removal

Any member may resign; removal requires a two-thirds (2/3) vote of the combined Executive Committee and Board.

4.6 Voting and Decision-Making

A minimum of five “yes” votes from the combined EC and Board is needed for resolutions. Both bodies must be present for voting.

DRAFT ARTICLE V: Supporting Committees

The Executive Committee may establish or dissolve supporting committees to assist KCA operations, such as Conservation, Membership, Outreach, Landowner Appreciation, Cartography, and Fundraising.

DRAFT ARTICLE VI: Fiscal Responsibility

6.1 Fiscal Year

The fiscal year of the KCA shall be from January 1 to December 31.

6.2 Financial Oversight

The Treasurer provides financial records and chairs the Financial Audit Committee. No earnings benefit any individual; compensation is strictly limited to reimbursements.

6.3 Fundraising and Fund Use

KCA may raise funds through legal means such as donations, merchandise sales, and events. Funds may only be used in compliance with Kentucky law for purposes aligned with the organization’s mission (e.g., cave entrance improvements, equipment rentals). Funds may not be used for firearms, alcohol, or drugs.

6.4 Reimbursements

KCA reimburses members for personal expenses incurred on behalf of KCA but does not provide hourly or salaried compensation.

6.5 Compliance and Filings

The Treasurer ensures compliance with state and federal requirements, including the annual IRS Form 990.

DRAFT ARTICLE VII: Amendments

These bylaws may be amended by a two-thirds majority vote of Full Members present at a general meeting, with 30 days’ notice.

DRAFT ARTICLE VIII: Dissolution

Dissolution requires a two-thirds (2/3) vote of the collective Executive Committee and Board of Directors (minimum of six out of nine votes). Upon dissolution, any remaining assets are distributed per IRS 501(c)(3) guidelines.

DRAFT ARTICLE IX: Adoption of Bylaws

These bylaws shall take effect immediately upon approval by a majority vote of the Full Members present at the organizational meeting.

DRAFT ARTICLE X: Indemnification

KCA indemnifies current or former directors, officers, employees, or volunteers against claims arising from actions taken on behalf of the organization, provided such actions were in good faith.

DRAFT ARTICLE XI: Incorporation and Compliance Process

11.1 Incorporation and Legal Filings

The Secretary, with the Chair, ensures KCA’s proper incorporation and timely legal filings.

11.2 Employer Identification Number (EIN)

The Treasurer obtains an EIN for tax purposes.

11.3 501(c)(3) Tax-Exempt Status

The Executive Committee files for tax-exempt status under Section 501(c)(3).

Additional Notes for Organizational Registration and Compliance

File annual reports with Kentucky and ensure ongoing compliance with IRS and state requirements.

Choose and confirm an available name with Kentucky.

Appoint a minimum of three directors.

File Articles of Incorporation, including required statements and clauses.

Conduct an organizational meeting to adopt bylaws, appoint officers, and approve initial resolutions.

Registering the organization, if the above is approved and agreed to

Incorporating or registering a non-profit organization in Kentucky involves several key steps to ensure the organization complies with state regulations and qualifies for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. Below is an overview of the process:

Step 1: Choose a Name for Your Non-Profit

The name must be distinguishable from other registered entities in Kentucky.
Check the availability of the name using the Kentucky Secretary of State’s Business Name Availability Search Tool.
Ensure that the name complies with Kentucky’s naming rules and is not misleading about the purpose of the non-profit.

Step 2: Appoint a Board of Directors

Kentucky law requires at least three directors for non-profits.
Directors oversee the organization’s activities and ensure compliance with the bylaws and state laws.

Step 3: File Articles of Incorporation

File Articles of Incorporation with the Kentucky Secretary of State to legally create the non-profit corporation.
Forms and Requirements:
- You can file the Articles of Incorporation – Nonprofit Corporation (Form NAI) online or by mail.
- The form must include:
  - Name of the non-profit.
  - Statement of purpose (consistent with Section 501(c)(3) requirements).
  - Statement indicating the organization will not engage in political or legislative activities.
  - Registered agent and office (a person or business authorized to receive legal documents).
  - Names and addresses of the incorporators (those filing the articles).
  - A dissolution clause stating how assets will be distributed if the non-profit dissolves (typically to another 501(c)(3)).
- The filing fee is typically $8 to $40, depending on how the filing is made.
You can find the forms on the Kentucky Secretary of State website: Kentucky Forms and Fees.

Step 4: Create Bylaws

Develop your organization’s bylaws, which will govern how the organization operates, including how board meetings are conducted, how officers are appointed, and how finances are handled.
Ensure the bylaws comply with Kentucky laws and IRS regulations (see above).

Step 5: Hold an Organizational Meeting

After filing the Articles of Incorporation, the first meeting of the Board of Directors should be held.
The meeting will:
- Adopt the bylaws.
- Appoint the officers.
- Approve resolutions for opening a bank account and other organizational matters.
- Record the minutes of this meeting for your records.

Step 6: Obtain an Employer Identification Number (EIN)

You’ll need to get an Employer Identification Number (EIN) from the IRS, even if you don’t plan to hire employees.
This number will be used for tax filings and to open a bank account for the non-profit.
Apply for an EIN online through the IRS website: Apply for an EIN.

Step 7: File for Federal Tax-Exempt Status (IRS 501(c)(3))

To qualify for federal tax exemption under IRS Section 501(c)(3), you must file Form 1023 or Form 1023-EZ with the IRS:
- Form 1023: Used by larger organizations or those expecting significant funding.
- Form 1023-EZ: Simplified version for smaller organizations with gross receipts of $50,000 or less and assets of $250,000 or less.
A filing fee is required: $275 for Form 1023-EZ and $600 for Form 1023.
The IRS will review your application, and if approved, you’ll receive a Determination Letter granting your organization tax-exempt status.
You can find more information and the forms on the IRS website: IRS 501(c)(3) Application.

Step 8: Register for State Taxes and Requirements

Once you receive federal tax-exempt status, you will need to register with the Kentucky Department of Revenue to apply for state tax exemption.
File Form 51A125 – Application for Purchase Exemption Certificate for sales tax exemption on purchases made by the non-profit.
Some counties or cities may require local business registration, so check with your local government for additional requirements.

Step 9: File an Annual Report

Kentucky non-profits are required to file an annual report with the Kentucky Secretary of State.
The report must include updated information on the organization’s registered agent and principal address.
The filing fee is typically $15.

Step 10: Maintain Compliance

Ensure ongoing compliance with both federal and state regulations:
- Annual filings: File an annual Form 990 or Form 990-EZ with the IRS (or Form 990-N for smaller organizations).
- File your annual report with the Kentucky Secretary of State.
- Maintain accurate financial records and hold regular board meetings.

Summary of Steps:

Choose a Name (check availability with Kentucky).
Appoint a Board of Directors (minimum of three members).
File Articles of Incorporation with the Kentucky Secretary of State.
Draft Bylaws (already prepared).
Hold an Organizational Meeting (to adopt bylaws and appoint officers).
Obtain an EIN from the IRS.
File for 501(c)(3) Tax-Exempt Status with the IRS (Form 1023 or Form 1023-EZ).
Register for State Taxes and apply for sales tax exemption (Form 51A125).
File an Annual Report with the Kentucky Secretary of State.
Maintain Compliance by filing annual IRS Form 990 and annual state filings.