The Kentucky Association of State Extension Professionals, Inc.
Revised May 24,2012
Name, Purposes and Location
Section I - Name
The name of this association shall be "The Kentucky Association of State Extension Professionals, Inc."
Section II - Purpose
The purpose of this association shall be to form a nonprofit association to:
- Encourage, foster and promote professional improvement of its members.
- Represent the mutual interest of its members in the development of effective programs and administrative policies designed to meet the changing needs of Agriculture, Family and Consumer Science, and 4-H Youth Development within the state of Kentucky.
- Encourage and develop a better understanding between the agricultural sector of the state and the nonagricultural sectors.
- The association shall not be used for political purposes.
Section III - Location
The principal office of this association shall be located in Lexington, Fayette County, Kentucky.
Section I - Identification of Members
The membership of this association shall be limited to persons who are regularly employed as Extension specialists, associates, college administrators or professionals in positions with Extension appointments/assignments at the University of Kentucky or Kentucky State University. Membership will be open to all without regard to race, color, age, sex, religion, disability, or national origin.
Section II - Admission to Membership
Membership shall be maintained on a March to March year, with the actual dates coinciding with the Annual Membership Meeting held in March. There are no association membership fees and all current employees as described in Section I shall be considered members of KASEP.
Section III - Voting Rights and Privileges
All members who attend the Annual Membership Meeting shall have a right to vote in all matters concerning the association brought up for a vote during the meeting. Should voting be become necessary outside the timing of the Annual Membership Meeting, all members shall have the right to vote. In either instance, one member - one vote shall be enforced; no proxy voting shall be permitted.
Section IV - Membership Liability
The property rights of the members of this association shall be exempt from any and all liability and debts of the association and no individual member shall be held responsible for any debts, liabilities or obligations of this association.
Section I - Annual Meetings
The Annual Membership Meeting of this association shall be held on any date in March of each year at the principal place of business of the association or at such other place within the state of Kentucky as may be determined by the Board of Directors. A reasonable registration fee shall charged for the meeting to offset meeting costs as well as to secure sufficient funds for the organization to function and meet its annual financial obligations.
Other meetings may be held during the year at the discretion of the Board of Directors.
Section II - Notice of Meetings
An announcementof regular meetingsshall be prepared and distributed electronically by the Secretary to association members at least two (2) weeks prior to such meeting.
Section III - Quorum
A quorum shall consist of those members present and voting. If five (5) or less are in attendance, no business may be conducted.
Section IV - Voting Rights
Each member of this association shall be entitled to one (1) vote at any meeting of the membership. All questions at which a quorum is present, shall be decided by a simple majority vote of the members present and voting unless a different majority is required in these By-Laws for a particular issue.
Section V - Order of Business at Any Meeting of the Members
- Call to order
- Reading of notice of meetings, together with proof of date thereof
- Ascertainment of quorum
- Reading and approval of minutes from previous meetings
- Reports of officers and committees
- Election of officers and directors if necessary
- Unfinished business
- New business
Section I - Power to Call Meetings
Special meetings may be called by:
- The President shall have the power to call special meetings.
- A majority of the Board of Directors petitioning may call a special meeting.
- Not less than one-fifth (1/5) of the membership of the association signing a petition for a special meeting.
Section II - Notice of Special Meetings
All special meetings shall be held at the principal place of business of the association or at some other duly designated place within the state of Kentucky as may be determined by the Board of Directors. The time and place of such meetings shall be indicated in the notice of special meetings. Notices of special meetings shall beelectronically distributed tothe membership and/or boardat least five (5) days prior to the special meeting. Any and all matters may come before the membership/board in any special meeting.
Section III - Quorum at Special Meetings
A quorum shall consist of those members present and voting.
Section IV - Order of Business at Special Meetings
The order of business shall follow that as set forth in the order of business for regular meetings.
Board of Directors
The business affairs of this association shall be managed by a Board of Directors.
The Board of Directors of this association shall consist of not less than eight (8) members. The Board of Directors shall be composed of the President, President Elect, Secretary, Treasurer, Past President,and eight (8) non-officer members. The term of office for each non-officer director shall be for two (2) years. The term of office shall begin at the conclusion of the March Annual Membership Meeting. Non-officer directors shall be elected by the current Board of Directors. Approximately one-half (½) of these will be elected in alternate years.
A majority of the entire Board of Directors of the association shall constitute a quorum at any meeting of the Board.
The officers of this association shall be a President, a President Elect, a Secretary, a Treasurer and a Past President. These officers shall automatically be members of the Board of Directors and they shall be elected by the direct vote of the seated Board of Directors. The term of office shall be two (2) years for the Secretary and Treasurer and one (1) year for the President, President Electand Past Presidentwith the President Elect automatically becoming President and the President automatically becoming Past President at the end of his/her term. The term of office shall begin at the conclusion of the March Annual Membership Meeting. The officers of this association shall manage the affairs of this association in such a way as to achieve the objectives and purposes for which it was formed. Members who are employed in college leveladministrative positions are not eligible to hold elected office in this association.
Section II - Duties of Officers
The President shall preside at all meetings, render appropriate reports to the membership, sign all necessary documents, and perform all other duties usually performed by the President. The President shall also be responsible for facilitating the association’s mentoring program.
The President Electshall act in the absence of the President and carry out all other duties as may be assigned to him and usually performed by the President Elect.
The Secretary shall issue all notices of meetings, keep all records and minutes of all meetings, maintain the association’s website, and perform all other duties usually required by the Office of Secretary, as directed by the President.
The Treasurer shall keep all financial records, give a financial report at each board and membership meeting,and perform all other duties usually required by the Office of Treasurer as directed by the President.
The Past President shall represent KASEP on the Joint Council of Extension Professionals (JCEP), and perhaps be an officer of JCEP, depending on the JCEP officer rotation. If the Past President is unable to fulfill his/her obligation, a suitable replacement will be selected by the Board of Directors.
Section III - Compensation
There shall be no compensation paid to any officer of this association or to any director of this association unless specifically allowed by membership approval.
No officer shall be elected to the same office for more than two (2) consecutive terms.
Board of Directors shall have the responsibility of filling any unexpired terms of officers or board members until the next regular election, excluding the office of President.
It shall be the duty of the President of this association to appoint various committees composed of members of this association for the purpose of carrying out the objectives of this association. Such committees shall convene and terminate at the discretion of the President. Standing committees include a (1) Nomination Committee appointed by the President prior to each annual officer and board election and (2) Awards Committee to be chaired by the previous year’s winner of the M. D. Whiteker for Excellence in Extension Award. The Awards Committee will be comprised of other previous year’s award winners identified by the President.
Section I - Fiscal Year
The fiscal year of this association shall begin on the first day of July of each year and end on the last day of June of the following year.
Section II - Dissolution
The association, at any regular annual meeting or at any special meeting called for the purpose, due notice of time, place and object of such meeting having been given as prescribed in these By-Laws, by vote of the majority of the entire membership, may discontinue its operation and settle its affairs.
Upon dissolution of, and winding up of, the affairs of the association, any net assets of the association after payment of all debts shall become the property of Kentucky Cooperative Extension.
Section III - Depository
All funds of this association shall be deposited from time to time to the credit of the association in any bank or banks as designated by the Board of Directors.
Section IV - Contributions
This association may receive, at the discretion of the Board of Directors, gifts and other contributions in the support of its work or its activities.
Section V - Audits
The books and accounts of this association shall be audited annually and the reports made directly to the membership. The annual audits shall be made by a committee of the membership who will verify the books and bank accounts kept by the Treasurer.
Section I - Articles of Incorporation
The Articles of Incorporation of this association may be amended or altered in whole or in part of the written consent of a majority of its members or by a vote of that majority of those members who are present and voting at a duly called meeting upon notice of such purpose.
Section II - By-Laws
The By-Laws may be amended, repealed or altered in whole or in part at any regular meeting or special meeting of the Board of Directors present in quorum provided that the purpose of amending such By-Laws and a brief statement of the purpose to amend shall be included in the notice of such meeting. Also, the members of the association at any regular or any special meeting, after including a brief statement of the purpose to change the By-Laws in such notice of any such meeting, may do so by the affirmative vote of the majority of the members present and voting.