Bylaws

Clay Family Society, Inc.

Article I. Name
The name of this organization, which is incorporated under the laws of the state of Ohio as a not for profit organization, is Clay Family Society, Inc. hereinafter referred to as “CFS” or “the Society”. The principal office and official records of the Society shall be maintained in such physical and/or digital locations as determined by the Board of Directors in accordance with applicable law and Society policy.

Article II. Purpose
This corporation is organized and operated to research, collect, preserve, and develop interpretive resources to educate the public on historical, genealogical, & DNA-related material related to the Clay surname and its variants, origins, and historical lines and those Clays’ impact on their communities. The Society may provide certain services, publications, or access privileges exclusively to members as determined by Board policy.

Article III. Membership

Membership is open to any individual or couple interested in the purposes of the Society and who meets such registration and dues requirements as may be established by the Board of Directors.

Members in good standing are entitled to one vote in Society business and are eligible to hold office.

A member in good standing is a member whose dues, if applicable, are current and whose membership has not been suspended or terminated under Board-adopted policies.

The Board may establish classes of membership, including honorary or lifetime memberships, and define privileges associated with those classes by policy, provided that voting rights established by these Bylaws shall not be altered except by amendment to these Bylaws.

Article IV. Meetings of Members

A regular business meeting of the membership shall be held biennially at a time and place determined by the Board of Directors. Meetings may be conducted in person or by electronic means.

Notice of meetings shall be provided not less than ten (10) days in advance. Members present and entitled to vote shall constitute a quorum. Voting by proxy is not permitted.

Article V. Board of Directors

The affairs of the Society shall be governed by a Board of Directors, which shall have full fiduciary and managerial authority except as reserved to the membership by law or these Bylaws.

The Board shall consist of not fewer than three (3) nor more than eight (8) directors, including elected officers and any directors-at-large authorized by the Board. All directors with voting authority shall be elected by the membership unless temporarily appointed by the Board to fill a vacancy. The Board may determine the number of directors within the limits established by these Bylaws.

Vacancies may be filled by the Board for the unexpired term.

Article VI. Officers

The officers of the Society shall include a President, Vice President, Secretary, Treasurer, and such other officers as the Board may establish.

Officers shall be elected by the membership by electronic ballot or other means as determined by the Board, shall be members in good standing, and shall perform duties customary to their offices and as assigned by the Board.

Officers serve without compensation but may be reimbursed for reasonable expenses.

Article VII. Committees

The Board or President may establish standing or special committees as needed and define their authority and duration by resolution or policy.

Article VIII. Finances

The fiscal year of the Society shall be determined by the Board. The Board shall adopt an annual budget and provide for appropriate financial controls consistent with nonprofit best practices.

No part of the net earnings of the Society shall inure to the benefit of any private individual.

Article IX. Amendments

These Bylaws may be amended by a two-thirds (2/3) vote of members voting at a duly noticed meeting or by authorized electronic ballot, provided proposed amendments are distributed at least thirty (30) days in advance.

Article X. Dissolution

Upon dissolution of the Society, any remaining assets shall be distributed to one or more nonprofit organizations organized exclusively for genealogical, historical, or educational purposes, as determined by the Board, consistent with applicable law.

Article XI. Parliamentary Authority

The current edition of Robert’s Rules of Order shall govern meetings of the Society when not inconsistent with these Bylaws.

Article XII. Other Board Policy & Procedures

The Board of Directors may adopt policies and procedures consistent with these Bylaws to govern the internal operations and administration of the Society.

Certification of Adoption

I certify that the foregoing Bylaws of the Clay Family Society, Inc. were duly adopted by the affirmative vote of the members of the Society in accordance with the prior bylaws, on June 23, 2026, and that they are now in full force and effect.

Ned Boyajian, President
Clay Family Society, Inc.
Date: June 23, 2026

PDF – Downloadable

Bylaws

Article III. Membership

Membership is open to any individual or couple interested in the purposes of the Society and who meets such registration and dues requirements as may be established by the Board of Directors.

Members in good standing are entitled to one vote in Society business and are eligible to hold office.

A member in good standing is a member whose dues, if applicable, are current and whose membership has not been suspended or terminated under Board-adopted policies.

The Board may establish classes of membership, including honorary or lifetime memberships, and define privileges associated with those classes by policy, provided that voting rights established by these Bylaws shall not be altered except by amendment to these Bylaws.

Article IV. Meetings of Members

A regular business meeting of the membership shall be held biennially at a time and place determined by the Board of Directors. Meetings may be conducted in person or by electronic means.

Notice of meetings shall be provided not less than ten (10) days in advance. Members present and entitled to vote shall constitute a quorum. Voting by proxy is not permitted.

Article V. Board of Directors

The affairs of the Society shall be governed by a Board of Directors, which shall have full fiduciary and managerial authority except as reserved to the membership by law or these Bylaws.

Vacancies may be filled by the Board for the unexpired term.

Article VI. Officers

The officers of the Society shall include a President, Vice President, Secretary, Treasurer, and such other officers as the Board may establish.

Officers shall be elected by the membership by electronic ballot or other means as determined by the Board, shall be members in good standing, and shall perform duties customary to their offices and as assigned by the Board.

Officers serve without compensation but may be reimbursed for reasonable expenses.

Article VII. Committees

The Board or President may establish standing or special committees as needed and define their authority and duration by resolution or policy.

Article VIII. Finances

The fiscal year of the Society shall be determined by the Board. The Board shall adopt an annual budget and provide for appropriate financial controls consistent with nonprofit best practices.

No part of the net earnings of the Society shall inure to the benefit of any private individual.

Article IX. Amendments

These Bylaws may be amended by a two-thirds (2/3) vote of members voting at a duly noticed meeting or by authorized electronic ballot, provided proposed amendments are distributed at least thirty (30) days in advance.

Article X. Dissolution

Upon dissolution of the Society, any remaining assets shall be distributed to one or more nonprofit organizations organized exclusively for genealogical, historical, or educational purposes, as determined by the Board, consistent with applicable law.

Article XI. Parliamentary Authority

The current edition of Robert’s Rules of Order shall govern meetings of the Society when not inconsistent with these Bylaws.

Article XII. Other Board Policy & Procedures

The Board of Directors may adopt policies and procedures consistent with these Bylaws to govern the internal operations and administration of the Society.

Certification of Adoption

I certify that the foregoing Bylaws of the Clay Family Society, Inc. were duly adopted by the affirmative vote of the members of the Society in accordance with the prior bylaws, on June 23, 2026, and that they are now in full force and effect.

Ned Boyajian, PresidentClay Family Society, Inc.Date: June 23, 2026

PDF – Downloadable

Ned Boyajian, President
Clay Family Society, Inc.
Date: June 23, 2026