FAQ: Draft Bylaws of the Kentucky Cave Alliance (KCA)

1. General Questions

Q1. What is the purpose of the Kentucky Cave Alliance (KCA)?
The KCA is dedicated to the responsible exploration, conservation, and documentation of privately owned cave systems in Kentucky, focusing on building partnerships with landowners to protect and understand Kentucky’s unique cave ecosystems.

Q2. Who can become a member of the KCA?
Membership is open to all individuals interested in cave exploration and conservation, as long as they agree to abide by KCA’s principles. Full membership requires individuals to be over 18, while Associate and Honorary members have additional specifications.

Q3. What are the different types of memberships available?
There are three types of memberships: Full Members, who have voting rights and can hold office; Associate Members, who support the KCA but do not vote or hold office; and Honorary Members, granted for significant contributions but who do not vote or hold office.


2. Governance Structure

Q4. What are the primary governing bodies of the KCA?
The KCA is governed by the Executive Committee and the Board of Directors, with additional support from an Advisory Committee.

Q5. Who are the members of the Executive Committee, and what are their roles?
The Executive Committee consists of the Chair, Vice Chair, Secretary, and Treasurer. Each officer has defined responsibilities, including overseeing meetings, managing membership, handling communications, and managing finances.

Q6. What is the role of the Board of Directors?
The Board of Directors ensures that landowner representation is central to KCA’s governance. The Board comprises five landowner representatives who oversee and align the organization’s activities with the interests and priorities of landowners.

Q7. What is the purpose of the Advisory Committee?
The Advisory Committee provides expertise in areas such as law, property rights, caves, and conservation. It consists of 3-5 volunteers who are nominated by the Chair and approved by the Board.

Q8. How are the Executive Committee and Board of Directors elected?
Executive Committee members serve two-year terms, while Board of Directors members serve three-year terms. Both are elected by the general membership.


3. Meetings and Decision-Making

Q9. How often does the Executive Committee and Board of Directors meet?
The Executive Committee and Board of Directors meet quarterly, with additional meetings called as necessary.

Q10. Are meetings required to follow any specific rules?
Meetings refer to Robert’s Rules of Order for guidance but are not strictly bound by them.

Q11. How are decisions made within the KCA?
Resolutions require a minimum of five “yes” votes from the combined Executive Committee and Board of Directors. Both governing bodies must be present to pass resolutions, ensuring balanced decision-making.


4. Membership Responsibilities and Compliance

Q12. Are KCA members required to follow specific rules or guidelines?
Yes, all members must agree to and comply with KCA’s Bylaws and Policies upon joining.

Q13. Can a member be removed from the KCA?
Yes, a member may be removed for conduct detrimental to KCA’s mission. The process includes a review by the Executive Committee and approval by the Board of Directors.

Q14. What are the requirements for resigning from a position on the Executive Committee or Board of Directors?
Any member may resign by submitting a letter of resignation to the Chair, with a carbon copy to the Board.


5. Financial and Fiscal Policies

Q15. How is the fiscal year for the KCA defined?
The fiscal year runs from January 1 to December 31.

Q16. What is the Treasurer’s role in financial oversight?
The Treasurer manages financial records, prepares budgets, tracks expenses, and chairs the Financial Audit Committee, ensuring financial accuracy and compliance.

Q17. Can KCA funds be used to pay members or directors?
No, KCA funds may not be used to benefit individual members, directors, officers, or advisors. Funds may only be used in ways that align with the organization’s mission, such as cave entrance improvements, equipment rentals, or event-related expenses.

Q18. Can KCA members be reimbursed for expenses?
Yes, members may be reimbursed for expenses incurred on behalf of the KCA, such as travel or event-related costs, but no direct compensation or salary is provided.

Q19. How does KCA raise funds?
The KCA may raise funds through donations, merchandise sales, dinners, and other legal fundraising activities allowed under Kentucky law.


6. Amendments and Policy Changes

Q20. How can the bylaws be amended?
Bylaws can be amended with a two-thirds majority vote of the Full Members present at a general meeting. Notice of the amendment must be provided at least 30 days in advance.

Q21. How are policies introduced or changed outside of the bylaws?
Policies not specified in the bylaws are set or revoked by a majority vote of the Executive Committee and Board of Directors. Policy changes are published as addenda to the Bylaws and are accompanied by a change log.


7. Dissolution

Q22. How can the Kentucky Cave Alliance be dissolved?
The KCA may be dissolved with a two-thirds vote (6 out of 9 votes) from the combined Executive Committee and Board of Directors.

Q23. What happens to the assets if KCA is dissolved?
Upon dissolution, any remaining assets will be distributed in accordance with Section 501(c)(3) guidelines, typically to another qualifying organization or a governmental entity for public purposes.


8. Indemnification and Legal Compliance

Q24. Are members protected from legal liability?
Yes, KCA indemnifies its directors, officers, employees, and volunteers against claims arising from actions taken on behalf of the organization, provided such actions were made in good faith.

Q25. Does the KCA comply with state and federal legal requirements?
Yes, KCA complies with all necessary legal filings and regulations, including state incorporation and IRS 501(c)(3) requirements. Compliance includes annual reporting and adherence to all federal and state requirements.

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