X-Road Connections Social Organization Bylaws
BOARD OF DIRECTORS
General Purposes
I The business and affairs of the Organization will be managed by or under the direction of the Board of Directors.
The Board of Directors shall consist of the following elected positions: President, First Vice-President (FVP), Second Vice-President (SVP), Secretary, Treasurer, Sergeant-At-Arms, Director of Organization, and Director of Legislation.
Duties of Officers
President
Preside at all meetings, sign all orders drawn by the Secretary or Treasurer and countersign all checks, administer work of the organization. Give direction to all elected and appointed officers and members who shall work under his/her supervision. The President shall be a member of all committees and shall appoint the necessary
committees prior to each projected event. He or she shall fill all vacancies from any cause whatsoever, subject to approval by a majority of the members of the Board of Directors and shall combine the duties of a vacant position when they can be absorbed by other Directors. His/her salary shall be $0 per quarter
First Vice-President
First Vice-President (FVP) will assist the President in handling the organization’s business, performs the duties of the President in case of absence or inability to attend to the duties of his/her office. Countersign checks in the absence of the President. Performs such duties necessary as assigned by the President. In the event of death or resignation of the President, the FVP shall replace him or her until the next local election is held. His/her salary shall be $0 per quarter.
Second Vice-President
The Second Vice-Present (SVP) works collectively with the President and the First Vice-President (FVP) filling the role of an officer of the organization when they are absent, overseeing committees and assisting with strategic planning and special projects. Responsible for overseeing programs of membership recruitment, event planning and financial reporting. Serves as a Chair or member of various committees, (like programs or membership). He or she monitors progress, providing guidance and ensuring completion of task. He or she performs other duties assigned by leadership, often serving as a key liaison and future leader in training, ensuring smooth operations when top officers are absent. The SVP shall frequently attend membership meetings. The SVP position is appointed by the President and does have the authority to render a vote on the Board of Directors or any other voting meeting.
Secretary
The Secretary shall take and maintain in a permanent file of the minutes of all Board of Directors and general or special membership meetings and keep a record of all members attending such meetings. Maintain a record book of members names, addresses, email, and phone numbers. Maintain an emergency point of contact of the Board of directors. Prepare, notify and post notices relating to all meetings. Assist with correspondence and ordering supplies and perform such duties as assigned by the President. The Secretary shall be paid $0 per quarter.
Treasurer
The Treasurer shall deposit all monies received by the organization. Pay all expenses as approved by the President or Board of Directors or by action of a special meeting. Keep and maintain a log of all monetary transactions and ensure the availability of funds for every meeting. Shows the number of members and a written report of all official acts during his or her term of office. Manages and recommends banking and custody service agreements in compliance with local and state policies. He or she will maintain an accurate recordkeeping system documenting and itemizing income, expenses and charitable donations. Keep records available for Internal Revenue Service Inspections and for the Secretary of State or Auditors, if required. Complete and submit forms to maintain the organization’s tax exemption status. Stay abreast of IRS rules as it pertains to the organization. Treasurer shall be paid $0 per quarter.
Sergeant-at-Arms
Sergeant-At-Arms, primarily responsible for maintaining order and security within a meeting or forum, ensures proper behavior during meetings, enforcing rules. Acts as a greeter for members or attendees as they arrive, help them feel welcome. Help manage the flow of the meeting and maintain order by enforcing rules and assisting the
presiding officer such as the President. Prepare the meeting space, arranging chairs, set up tables, and ensure all necessary equipment (gavel, flags, projector) is in place and in working order. Maintains the overall safety of the space. Acts as the chief law enforcement within and around a meeting. Maintains order by managing disruptions
and control noise levels. The Sergeant at Arms shall be paid $0 per quarter.
Director of Organization
The Director of Organization is primarily responsible for overseeing operations and strategic direction of the Organization. Including tasks like setting strategic goals, fostering development by making key decisions and effective communication. Shall be responsible for maintaining and increasing the membership recruitment programs. Promotes and leads fundraising efforts to ensure the organization’s mission is achieved. Develops and implement programs and services that align with the mission. Ensures the organization makes consistent progress toward its goals and impact. Promotes the organization success by acting within Bylaws and influence reasonable
care. The Director of Organization shall be paid $0 per quarter
Director of Legislation
The Director of Legislation, primary functions are to monitor and evaluate federal, state and local legislation and Political laws. Stays abreast of the different legislation bills that can affect members of a nonprofit organization, provides policy consultation in key areas of interest for the members. Tracks legislative and regulatory actions, providing analysis and reports on how these developments may affect the organization and its members. Keep members aware of and provide reasons to stay engaged in politics and monitor spending policies. Provide the membership with quarterly updates on political and legislation that directly affect the Organization and its member’s interest. Ensures members follow proper Robert’s Rules of Order procedures ( Parliament Procedures) The Director of Legislation shall be paid $0 quarterly
Number, Tenure and Quorum
II. The Board will consist of eight (8) Officers, each of them will be a natural person. Each Director will hold office for a three-year term or until that Director’s earlier resignation or removal. Any Director may resign at any time upon notice in writing or by electronic transmission to the Organization. In order to transact business at a meeting of the Directors, a quorum of majority of the total number of Directors eligible to vote will be required. The vote of the majority of the Directors present at a meeting at which a quorum (minimum number of members five (5) to make the meeting valid) is present will be the act of the board.
Membership
a. An application for membership must be accompanied by a personal check, money order or cash payment for at least the balance of the calendar quarter. Individual(s) in good standing with their community, must be a minimum of 50 years of age or born March 18, 1975 or earlier. In calendar year 2025 Membership/Directors dues are $10 per quarter, $40 annually which can be paid quarterly, semi-annually or annually to the Secretary or Treasurer.
b. A member that is not in good standing or is not current on his or her membership dues, forfeits their right to vote or attend any official membership meetings, they will be terminated immediately on the first day of the next quarter.
c. A Director that is not in good standing or is not current on his or her membership dues, forfeits their right to vote or attend any official membership or director meetings. If a director fails to pay his or her dues by the last day of any
quarter, their membership/Director position will be terminated immediately on the first day of the next quarter.
d. To be reinstated, a director can only be a member and not a director. A Director must wait until the next official election to run for a Board of Directors’ position.
e. Effective Calendar year 2026, the Board of Directors dues are $15 per quarter, $60 annually which can be paid quarterly, semi-annually or annually to the Secretary or Treasurer. If a director fails to pay his or her dues by the last day of any quarter, their membership/Director position will be terminated immediately on the first day of the next quarter.
Regular Meetings
III. Regular official membership meetings will be held in the last month of the quarter and on the 4th Sunday of the month at 2:00 pm. When the 4th Sunday falls within a holiday weekend, the meeting will be held on the 3rd Sunday of said month within the state of North Carolina.
Special Meetings
IV. Special meetings may be called in the following manner:
a. By the President
b. By the unanimous decision of the Board of Directors, or
c. By written petition to the President that is signed by at least five (5) members that are in good standing and current on their membership dues.
d. The person or persons calling the special meeting may fix any date, time or place within Edgecombe County and the State of North Carolina.
e. All members who signed the petition for a special membership meeting must be present in order for the meeting to open for business.
Notices
V. Written notice of the date, time and place of a special meeting will be given at least ten (10) days prior to the date set for that meeting. The written notice can be given personally, by email, by postal mailing, by private carrier, by telephone facsimile, or by any other manner as permitted by the North Carolina Business Corporation Act. The notice will be given by the Secretary or one of the persons authorized to call Director’s meetings.
a. If written notice is mailed, correctly addressed to a Directors’ address as provided in the Organization’s current record, the notice will be deemed to have been given to that Director at the time of mailing, date stamped. If written notice is sent by private carrier or if the written notice is sent by the United States Postal Services, postage prepaid and by registered mail or certified mail, return receipt requested, the notice will be deemed to have been given to a Director on the dates shown on the return receipt. Otherwise notice is effective when received by a Director.
b. Notice of any Director’s meeting may be waived by a Director before the date and time of the meeting. The waiver must be in writing, must be signed by a Director, and must be given to the Secretary for inclusion in the minutes or filing with the organization’s records.
c. A meeting of the Board may not be held by any means of remote communication. All Directors must be present in person to participate in a meeting of the Directors or marked absent or excused.
Vacancies and Newly Created Directorships
VI. When vacancies or newly created directorships resulting from any increase in the authorized number of Directors occur, The President then in office, although less than a quorum, or a sole remaining Director will have the power to appoint new Directors to fill this vacancy or vacancies. Each new Director so chosen will hold office until the next election of the Board of Directors.
VII. When one or more Directors resign from the Board and the resignation is to become effective at a future date, The President, then in office, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of the new Directors will take effect when the resignation or resignations are to become effective, and each new Director so chosen will hold office until the next election of the Board of
Directors.
Removal
VIII. Any officer appointed by the Boards or by the Organization may be removed by a majority of the Board at any time with or without cause, provided, however, any contractual rights of that person, if any, will not be prejudice by the removal thenentitled to vote at an Election of Directors at a special meeting of the Board called for that purpose.
Organization
IX. Meetings of the Board will be presided over by the President, or in the President’s absence by the First Vice-President. The Secretary will act as Secretary of the meetings, but in the absence of the Secretary, the person presiding at the meeting may appoint any member to act as the Secretary of the meeting.
Chair of the Board
X. The Chair of the Board, if present, will preside at all meetings of the Board and membership meetings, and exercise and perform any other authorities and duties as may be from time to time delegated by the board.
Compensation
XI. The Board will, by resolution, fix the fees and other compensation for the Directors for their services as Directors, including their services as members of committees of the Board. The board will fix the fees for membership.
COMMITTEE RULES
Committee Rules of Procedures
XII. The Board may designate one or more committees(s), each committee consist of one or more of the Directors of the Board. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
a. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not that member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member.
b. The committee or committees, to the extent provided in the resolution of the Board will have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Organization and may authorize the seal of the Organization to be affixed to all papers which may require it. No such committee will have the power or authority in reference to the following matters:
Adopting, amending or replacing any Bylaw of the Organization.
c. A committee will elect a presiding officer from its members and may fix its own rules of procedures provided they are not inconsistent with these Bylaws. A committee will keep regular meetings of its proceeding and report those minutes to the board at the first subsequent meeting of the board.
Tenure
XIII. Each member of a committee will serve at the pleasure of the Board.
Meetings and Notes
XIV. The method by which Directors’ meetings may be called and the notice requirements for these meetings as set out in these Bylaws will apply to any committee designated by the Board is appropriate.
Quorum
XV. The requirements for a quorum for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.
Resignation and Removal
XVI. Any member of a committee may be removed at any time, with or without cause, by a resolution adopted by a majority of the full Board. Any member of a committee may resign from the committee at any time by giving written notice to the Chair of the Board.
Vacancies
XVII. Any vacancy in a committee may be filled by resolution adopted by a majority of the full Board.
OFFICERS
Appointment of Officers
XVIII. The officers of the Board will consist of the President, First Vice-President, Second Vice-President, Treasurer, Secretary, Sergeant-at-Arms, Director of Organization, Director of Legislation, and any other Officers and Trustees as determined in the Bylaws.
XIX. The Board of Directors will be appointed by election voting every 3 years, starting Sunday, at 2:00 pm on Mar 23, 2025. Next election will be held in March of 2028
Term of Office
XX. Each Officer will hold office until a successor is duly appointed and qualified or until the Officer’s death or until the Officer resigns or is removed as provided in the Bylaws.
Vacancies
XXI. The President has the authority to fill a vacancy of any Officer due to death, resignation, removal, disqualification or otherwise.
Delegation of Authority
XXII. The Board reserves the authority to delegate the powers of any officer to any other Officer or member notwithstanding any provision in these Bylaws.
LOANS, CHECKS, DEPOSITS, CONTRACTS
Loans
XXIII. XXIII. Without authorization by a resolution of the Board, the Organization is prohibited from making or accepting loans in its name or issuing evidence of indebtedness in its name. The authorization of the Board for the Organization performs these acts can be general or specific.
Checks, Drafts, Notes
a. All checks, drafts or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Organization must be signed by the designated Treasurer/Secretary and the President or a designated Officer by the Board of the Organization and in a manner from time to time be determined by resolution of the Board.
Deposits
b. All funds of the Organization not otherwise used will be deposited to the credit of the Organization in banks, credit unions, trust companies or other depositories designated by the Board..
Loans to Members and Officers
c. The Organization may not lend money to, or guaranty any obligation of, or otherwise assist, any Officer or member of the Organization of any subsidiary of the Organization, including any Officer or member who is a Director of the Organization or any subsidiary of the Organization.
d. No part of the net earnings of the organization shall inure to the benefits of, to be distributable to its members, trustees, officers or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services and to make payments for the purposes set forth in these articles. No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) by political campaign on behalf of or in opposition to any candidates for public office.
Fiscal Year End
XXIV. The fiscal year end of the Organization is December 31st
Periodic Reviews
XXV. To ensure the Organization operates in a manner consistent with charitable and non profit purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information.
b. Whether partnerships, joint ventures, and arrangements with other organizations conform to the Organization’s written policies. Ensure proper record keeping reflect reasonable investments or payments for goods and services for charitable purposes and do not result in benefits, prohibited private benefits or any excessive benefit transactions.
Nominations
XXVI. The Officers of this Club shall be elected by secret ballot by plurality vote and shall consist of President, First Vice-President (FVP), Second Vice-President (SVP), Treasurer, Secretary, Director of Organizations, Director of Legislations, and Sergeant- At-Arms.
Any member in good standing may be a candidate for election. A member in good standing may request a nominating petition and may nominate himself or herself or any other member in good standing. Members in good standing who are nominated by others in good standing and are not self-nominated will be notified they have been nominated and must agree in writing to accept the nomination before their names can be placed on the ballot. Candidates must be self-nominated or nominated by another member in good standing in writing.
Election Process
XXVII. An election Committee shall be appointed by the President and shall consist of not less than five (5) members and shall submit a full report of the election result to the President immediately after the tally have been completed, not later than March 2028th.
a. Members may not be nominated or be candidates for more than one (1) elective
office.
b. The member voting shall indicate his or her choice for each of the candidates’ names by making a cross (x) or check (v) opposite the name of the candidate for whom he or she wishes to vote. The voter shall then seal the ballot in the small envelop, without any writing or other means of identification upon it. Enclose this envelope in the larger one in accordance with the instructions enclosed with the ballot.
c. Write-in votes shall not be valid, counted or considered. After nominations have been closed any unopposed candidate duly-qualified by nominating petition for office shall be declared elected and his or her name shall not appear on the ballot.
d. The ballots shall be counted in the presence of no less than three (3) members of the election committee. The candidate (s) receiving the highest number of votes for each office shall be declared elected. In the event of a tie affecting the final selection of one (1) or more candidates, only the names of the tied candidates shall be re- submitted to the Election Committee who shall prepare a ballot and conduct another election. After certification of the election results by members of the Election
Committee it shall be the duty of the Secretary to announce the results of the election.
e. No member of the election committee shall be a candidate for election while serving on such committee.
f. Newly-elected officers shall report and take office on April 2nd of the election year and outgoing officers shall remain on the job in an advisory capacity for a period of five (5) working days in order to facilitate a smooth transition of officers.
g. Proxy voting: if a member can authorize someone else to vote on their behalf, is strictly prohibited in this Organization.
Common Voting methods
XXVIII. Voice Vote: The simplest and most common method for routine matters “AYE” or “NAY”
Show of Hands/Rising Vote, members raise their hands or stand to indicate their vote. I
Ballot Vote: Used for sensitive or confidential matters. (ie executive compensation)
Roll Recall Vote: Each member’s name is called, and they verbally state their vote.
Unanimous Consent: If no member objects, the motion is approved without vote.
Electronic Voting: used in modern board management software, efficient and secure
remote voting
Voting Thresholds. A motion generally requires a majority vote (50+). A tie is a lost as it does not constitute a majority. Amending bylaws requires a super majority (2/3rd) vote.
XXIX. Not withstanding any other provisions of these articles, the Organization shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future federal tax code, or by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Distribution of Assets Upon Dissolution
XXX. Upon the dissolution of the Organization, the Board of Directors shall, dispose of all assets of the organization exclusively for the purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) as the Board shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is located, exclusively for such purposes or to such organization(s) as said court shall determine, which are organized and operated exclusively for such purposes.
Indemnification
XXXI. The Organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a Director, Officer, or member of a Committee of the Organization, or is or was serving at the request of the Organization as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) judgements, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to be the best interests of the Corporation.
The Corporation shall pay the expenses (including attorneys’ fees) incurred in defending any civil or criminal action, suit, or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of the director, officer or Committee Member to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation as authorized in the article.
This indemnification shall include but not limited to, reasonable attorney’s fees and legal costs; judgements and fines levied against the individual; and settlement amounts actually and reasonably incurred in connection with the defense of such action. It shall only be provided if the individual acted in good faith and in good manner they reasonably believed to be in, or not opposed to, the best interests of the Organization.
Note: No indemnification shall be provided for any individual found liable for gross negligence, willful misconduct or knowing violation of the law. The Organization shall have the power to purchase and maintain Directors and Officers (D&O) liability insurance on behalf of any person entitled to indemnification herein, to ensure the financial ability of the Organization to meet these obligations. financial ability of the Organization to meet these obligations.
The Bylaws have been duly adopted by the X-Road Connections Social Organization on this 7th Day of January, 2026
________________
Robert Cobb, President
________________
Joseph Nix, First Vice-President (FVP)
________________
Carolyn Jones
Second Vice-President (SVP)
_________________
Levon Cherry, Secretary
_________________
Donald Andrew Sr, Treasurer
_________________
Melvin Howell William Stanley
__________________
Dir of Organizations Dir of Legislations
Directors’ or Officers’ Oath of Office
I,_________________, having been duly elected to office in Edgecombe County North Carolina of the X-Road Connections Social Organization, do solemnly swear to uphold the Constitution and Bylaws of the X- Roads Connection Social Org of Edgecombe County, North Carolina
I further swear to perform the duties of my office to the best of my ability. I promise that at the conclusion of my term of office, I will turn over to my successor all books, papers, records, and documents that are
the property of the X-Road Connections Social Org in Edgecombe County, North Carolina.
I further swear that once I no longer hold office with the X-Road Connections Social Org and no longer a member of the X-Road Connections Social Org I will never testify against X-Road Connections arbitration or administrative hearing about internal information discussions and/or decisions that are made by the X-Road Connection’s contractual positions and/or X-Road Connections internal policies in the Organization.
I further subscribe and affirm that if I resign within one year of resignation, I will subject myself to full reimbursement to the X-Road Connects Social Org for any and all training I received during the preceding year whether it’s State, or Local. I promise to always represent this club in a professional mannerism and especially when wearing any clothing or articles that recognizes myself as a member of the Organization. I will not request or attempt to obtain money, for support, or a benefit for myself. Failure to perform any of the above will mark me as an individual of a lack of honor and integrity.
Signed _______________________ date ___________