Any interested student may receive information concerning
these scholarships by contacting the KVMI at the following e-mail
address:
Further information about the KVMI may be gleaned from its
Bylaws included below:
BYLAWS
OF
KANAWHA VALLEY MINING INSTITUTE, INC.
ARTICLE I. OFFICES
The principal office of the corporation shall be located in the City
of Charleston, County of Kanawha, State of West
Virginia.
ARTICLE II.
PURPOSES
The corporation is organized and at all times hereafter shall be
operated for the following purposes:
(a)
To form a body of men and women engaged in the coal mining industry,
and allied industries, and to unite its members into the closest
bonds of good fellowship, and to promote a closer business and
social union among its members;
(b)
To promote safety and efficiency in and about the mines and
industries;
(c)
To promote good fellowship between employer and employee;
(d)
To promote the adoption of safety measures by stimulating the
interest and cooperation of those directly affected by timely
discussions of mining problems, and by promoting and encouraging
activities intended to impress upon the personnel of the industries
the practical benefits to be secured from safety and efficiency by
advocating compliance with recommendations of the West Virginia
Department of Energy and United States Mine Safety and Health
Administration;
(e)
To promote and/or sponsor safety and education programs and other
activities that will benefit members of the corporation;
(f)
To sponsor money-raising activities to supplement the income from
dues to cover the expenses of the corporation; and
(g)
To operate on a not-for-profit basis within the meaning of Section
501(c)(6) of the Internal Revenue Code of 1986, as amended, or as it
may hereafter be amended, or any subsequent corresponding Code of
federal tax law, and the regulations issued thereunder.
ARTICLE III.
MEMBERS
Section
1.
Membership. The membership of the
corporation shall consist of men and women engaged in the business
of coal mining and allied industries, and members of schools and
colleges interested in the improvement of the industry.
Section
2.
Membership Dues. All members shall pay annual
dues to the corporation payable on or before the 31st day
of January of each year, in advance. Members failing to pay
any dues shall forfeit all privileges of membership in this
corporation until reinstatement by the Board. The annual dues
of all members shall be twenty dollars ($20). A corporate
membership, which will provide for one year membership for up to 15
members, shall be $100 annually.
Section
3.
Termination of Membership. Any member may,
for cause, be expelled from membership in the corporation upon the
affirmative vote of two-thirds of the members present at any annual,
regular or special meeting of the members, and such member shall
thereafter be ineligible for membership in the corporation until he
is reinstated, upon such terms and conditions as the members shall
deem appropriate, by the affirmative vote of two-thirds of the
members present at any annual, regular or special meeting of the
members. Any member shall be entitled to reasonable notice of
the charges against him and, upon demand, to an appropriate hearing
at the annual, regular or special meeting of the members prior to
the vote on the question of expulsion.
Section
4.
Withdrawal. Any member may withdraw from
membership in the corporation by giving written notice of such
withdrawal to the Board.
Section
5.
Transfer of Membership. Membership in this
corporation is not transferable or assignable.
Section
6.
Certificates of Membership. The Board may
provide for the issuance of Certificates of Membership evidencing
membership in the corporation, which shall be in such form as may be
determined by the Board.
Section
7.
Annual, Regular and Special Meetings. Regular
meetings of the members shall be held on the first Thursday of each
month at a specified location in Charleston, West Virginia, at 6:30
p.m. or at such other times and places as may be fixed from time to
time by the Board. Meetings may be suspended during summer
months and other times when the Board believes that such meetings
would create conflict with other activities. The monthly
meeting of the members in December of each year shall be designated
the annual meeting for the purpose of electing officers and
directors and for the transaction of such other business as may come
before the meeting. If the election of officers and directors
shall not be held at the annual meeting, or at any adjournment
thereof, the Board shall cause the election to be held at a special
meeting of the members as soon thereafter as is convenient.
Notices of the annual meeting and other regular meetings of the
Board members shall be in writing, and shall be sent to each member
not less than five (5) nor more than twenty (20) days prior to the
meeting. Notices given under these by-laws may be sent by U.S. Mail
or by e-mail to the last address provided by the member.
Special meetings of the members may be called by the President, the
Board or at the request of not less than one-tenth of the members
for the transaction of the items of business specified in the notice
of the special meeting. Notice of such special meetings shall
be sent to each member not less than five (5) days prior to the
meeting. In the event of an emergency situation as determined
by the President, the Board or when immediate action by members is
necessary, the requirement for written notification may be waived by
all members, and the meeting may be called by means of telephone
notification to all members.
Section
8.
Quorum. One-tenth of the members shall
constitute a quorum for the transaction of business at any meeting
of the members. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of members, provided action subsequently taken is
approved by at least a majority of the original number of members
present establishing the quorum.
Section
9.
Manner of Acting; Voting. The act of the
majority of the members present at a meeting at which a quorum is
present shall be the act of the members. Voting at meetings of
members shall be in person by the members. Members shall not
be entitled to vote by proxy.
Section 10. Action Without a
Meeting. Any action required or permitted to be
taken by the members at a meeting may be taken without a meeting if
consent in writing, setting forth the action so taken, shall be
signed by all of the members.
Section
11.
Presumption of Assent. A member who is
present at a meeting of the members at which action or any matter is
taken by the members shall be presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of
the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the corporation within five (5) days after
the adjournment of the meeting. Such right to dissent shall
not apply to a member who voted in favor of such action.
Section
12.
Waiver of Notice. Whenever any notice is
required to be given to any member under the provisions of these
bylaws or the Articles of Incorporation of the corporation, or by
law, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such
notice.
Section
13.
Telephone Conference. Members may participate
in a meeting of the members or by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person
at the meeting.
ARTICLE IV. BOARD
OF DIRECTORS
Section
1.
General Powers. The business and affairs of
the Corporation shall be managed by a Board of Directors, (the
"Board”), which shall be responsible for the accomplishments of the
purposes of the corporation. Consistent with such purposes,
the Board may hire such employees as are necessary, shall control
the distribution of funds, approve the annual budget submitted by
the Secretary, appoint such committees as is consistent with these
bylaws, and shall do and perform such other acts as are necessary to
carry out the purposes for which the corporation is created.
Section
2.
Number, Tenure and Qualifications. The Board
shall consist of twelve (12) members elected annually, from
which shall be chosen the officers of the corporation as determined
under Article V, Section 1 of these Bylaws. In addition, all
past Presidents of the corporation, if active members in good
standing, shall be ex-officio members of the Board. Only the
twelve (12) directors elected annually and the four (4) immediate
past Presidents shall have the power to vote on any matter coming up
for decision by the Board. Only active members in good
standing shall be eligible for election to the Board.
Directors shall hold office for a term of one (1) year, or until
their successors have been duly elected and qualified. There
is no restriction on the number of consecutive terms which may be
served by a member of the Board.
Section
3.
Election. A nominating committee shall be
appointed by the President not later than the regular monthly
meeting of the members in November of each year, whose duty it shall
be to recommend and submit to the membership at the December meeting
the members proposed for election to the Board by the
membership. Any member of the corporation who is not a member
of the nominating committee may nominate members at the December
meeting for election to the Board in addition to those proposed by
the nominating committee. Twelve (12) directors shall be
elected at the December meeting of members by the membership.
Section
4.
Annual, Regular and Special Meetings. At
least four (4) regular meetings of the Board shall be held each year
at such times and places as may be fixed from time to time by the
President of the corporation. One such Board meeting each year
shall be in December and designated as the annual meeting.
Notices of the annual meeting and other regular meetings of the
Board shall be in writing, and shall be mailed to each member of the
Board not less than five (5) nor more than twenty (20) days prior to
the meeting. Special meetings may be called by the President,
or at the request of any three (3) members of the Board for the
transaction of the items of business specified in the notice of the
special meeting. Notice of such special meetings shall be
mailed to each member of the Board not less than five (5) days prior
to the meeting. In the event of an emergency situation as
determined by the President, or when immediate Board action is
necessary, the requirement for written notification may be waived by
all members of the Board, and the meeting may be called by means of
telephone notification to all members of the Board.
Section
5.
Quorum. Five (5) directors entitled to vote
shall constitute a quorum for the transaction of business at any
meeting of the Board. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of directors, provided action subsequently taken is
approved by at least a majority of the original number of directors
present establishing the quorum.
Section
6.
Manner of Acting. The act of the majority of
the directors entitled to vote present at a meeting at which a
quorum is present shall be the act of the Board.
Section 7. Action Without a
Meeting. Any action required or permitted to be
taken by the Board at a meeting may be taken without a meeting if
consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote.
Section
8.
Vacancies. Any vacancy occurring in the Board
by whatever reason, including by reason of an increase in the
number of directors, shall be filled without undue delay by a
majority vote of the members at the next meeting of the members
after the vacancy occurs. A director elected to fill a vacancy
shall be elected for the unexpired term of his or her predecessor in
office.
Section
9.
Removal and Resignation. Any member of the
Board may be removed by a majority vote of the members of the Board
entitled to vote whenever, in the Board’s judgment, the best
interests of the corporation shall be served thereby. Any
member of the Board may resign at any time by giving written notice
of his or her resignation to the President of the corporation.
Any such resignation shall take effect at the time specified
therein, and the acceptance of such resignation shall not be
necessary to make it effective.
Section 10.
Presumption of Assent. A director of
the corporation entitled to vote who is present at a meeting of the
Board at which action on any corporation matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the
corporation within five (5) days after the adjournment of the
meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 11. Waiver of Notice.
Whenever any notice is required to be given to any member of the
Board under the provisions of these bylaws or the Articles of
Incorporation of the corporation, or by law, a waiver thereof in
writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
Section
12.
Telephone Conference. Members of the Board or
any committee thereof may participate in a meeting of the Board or
such committee by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meetings can hear each other at the same time and
participation by such means shall constitute presence in person at
the meeting.
ARTICLE V.
OFFICERS
Section
1.
Number, Tenure and Qualifications. The
officers of the corporation shall be a President, three Vice
Presidents,(a First, second, and Third Vice Presidents), a
Secretary, a Treasurer (or Secretary-Treasurer) and such other
officers as from time to time the Board may determine to be
necessary to carry on the work of the corporation. If a
Secretary-Treasurer is elected, there shall also be an assistant
Secretary-Treasurer. An
officer of the corporation shall be a member of the Board by reason
of his having been elected by the membership and not because he is a
past President of the corporation. Officers shall serve for a
one (1) year term beginning with the adjournment of the annual
meeting in December at which they are elected, and ending with
the adjournment of the next annual meeting or until their
successors have been duly elected and qualified. There is no
restriction on the number of consecutive terms in any office which
may be served by an officer. Any two offices may be held by
the same person, except that the President may not concurrently
serve as Secretary. The First Vice President shall
automatically be nominated for election to the Presidency, the
Second and Third Vice Presidents shall be nominated to the position
of First Vice President and Second Vice President, respectively, and
a Third Vice President shall be nominated and elected at the annual
meeting. If a vacancy occurs in any of these positions, an
election may be held at any regular meeting for a replacement.
Section
2.
Election. The officers shall be elected
annually at the annual December meeting by the membership.
Section
3.
President. The President shall be the chief
executive officer of the corporation. The President shall in
general supervise and control all of the business and affairs of the
corporation, subject to the control of the Board. He shall see
that the annual elections of directors and officers are held in
accordance with these bylaws. He shall, when present, preside
at all meetings of the Board, and in general shall perform all
duties incident to the office of President and such other duties as
from time to time may be prescribed by the Board. The
President shall be an ex-officio member of any committee of the
corporation.
Section 4. Vice
Presidents. At the request of the President, or
in his or her absence, or in the event of vacancy in the office of
the President, the First Vice President shall perform all of the
duties of the President, and so acting shall have all of the powers
of and be subject to all restrictions upon the President. The
First Vice President and Second and Third Vice Presidents shall
perform such other duties as from time to time may be assigned by
the President, these bylaws, or the Board.
Section
5.
Secretary. The Secretary shall: (a)
keep the minutes of the proceedings of the Board in one or more
books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these
bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that
the seal of the corporation is affixed to all documents the
execution of which on behalf of the corporation under its seal is
duly authorized; (d) act as business manager of the
corporation; (e) approve all items of disbursement
before submitting them to the Treasurer for payment; and (f)
in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned
by the President, these bylaws, or the Board.
Section
6.
Treasurer. The Treasurer shall:
(a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of Article VII
of these bylaws; (c) keep a detailed record of the
corporation’s receipts and disbursements; (d) make
disbursements approved by the Secretary; (e) be prepared
to submit at any time a statement of the financial condition of the
corporation; and (f) in general perform all of the
duties incident to the office of Treasurer and such other duties as
from time to time may be assigned by the President, these bylaws, or
the Board.
Section
7.
Vacancies. Any vacancy occurring in any
office by whatever reason, shall be filled without undue delay by a
majority vote of the members of the Board. An officer elected
to fill a vacancy shall be elected for the unexpired term of his or
her predecessor in office.
Section
8.
Removal and Resignation. Any officer may be
removed by a majority vote of the members of the Board whenever, in
the Board’s judgment, the best interests of the corporation shall be
served thereby. Any officer may resign at any time by giving
written notice of his or her resignation to the President of the
corporation. If the President is resigning, he or she shall
give written notice to the Vice President if there be one, or, if
not, to the Secretary. Any such resignation shall take effect
at the time specified therein, and the acceptance of such
resignation shall not be necessary to make it effective.
ARTICLE VI.
COMMITTEES
Section
1.
Number. There shall be an Executive Committee
and such other committees as from time to time the Board or
Executive Committee shall create.
Section
2.
Executive Committee. The Executive Committee
shall consist of the officers of the corporation. The Board
may delegate to the Executive Committee the power to transact
business of the corporation between regularly scheduled meetings of
the Board, provided that any actions taken by the Executive
Committee be presented for ratification at the next regular meeting
of the Board. The Executive Committee shall be chaired by the
President and shall keep full minutes of its meetings.
Section
3.
Other Committees. The functions and duties of
the other committees created by the Board or Executive Committee
shall be designated by the Board or Executive Committee. The
members of such committees shall be members of the corporation and
shall continue as a member of such committee at the pleasure of the
Board or Executive Committee.
Section
4.
Committee Chairs. The President, with the
approval of the Board, shall appoint one member of each committee as
chair thereof. The chair of each committee shall be selected
from among the members of such committee.
Section
5.
Quorum. Unless otherwise specifically
provided by the Board, a majority of the whole committee shall
constitute a quorum, and an act of the majority of the members
present at a meeting at which a quorum is present shall be the act
of the committee.
ARTICLES VII. FISCAL
POLICIES
Section 1. Fiscal
Year. The fiscal year of the corporation shall
begin January 1 and end on December 31 of each year.
Section 2. Bank Accounts,
Checking, Etc. The bank accounts of the
Corporation shall be established such that checks, drafts, or any
other form of withdrawal or expenditure of the Corporation funds
shall require the signature of either the President or Treasurer for
amounts less than $1000, and shall require the signature of both the
Treasurer and the President for amounts of $1000 or more unless
approved in advance by the Board.
Section
3.
Bonding. The President, Treasurer, and
Secretary may be required to give a bond for the faithful discharge
of their duties in such sum and with such surety or sureties as the
Board may, in its sole discretion, determine from time to time, the
cost of which bond shall be borne by the Corporation.
Section 4.
Loans. No Loans shall be contracted on behalf
of the corporation, and no evidence of indebtedness shall be issued
in the name of the corporation unless specifically authorized by a
resolution of the Board. Such authority may be general or
confined to specific instances.
Section
5.
Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Board may select and approve.
Section 6.
Gifts. The Board may accept on behalf of the
corporation any contribution, gift, bequest or devise for the
general purposes for any special purpose of the corporation.
Section
7.
Expenditures. No officer, director, employee,
agent or other person shall expend any fund of the corporation, or
incur financial obligations on behalf of the corporation, unless
such expenditure or obligation incurred is within the authorized
limits set by the Board from time to time, or is otherwise
specifically authorized by the Board.
Section
8.
Compensation. No member of the Board or
officer of the corporation shall ever receive compensation from the
corporation, except the Secretary and Treasurer which shall be
determined by the Board. Upon resolution of the Board, a
member of the Board or officer may be entitled to reimbursement for
reasonable and necessary expenses actually incurred in connection
with his or her duties as a Board member or officer of the
corporation.
ARTICLE VIII.
MISCELLANEOUS
Section
1.
Amendments. These bylaws may be altered,
amended or repealed and new bylaws may be adopted upon the
affirmative vote of three-fourths of the members present at any
annual, regular or special meeting of the members, provided that the
Board has previously approved the amendment.
Section
2.
Interpretation. The authority to construe and
interpret these bylaws shall be vested solely in the Board.
Section 3. Books and
Records. The corporation shall keep accurate and
complete books and records of account and shall also keep minutes of
the proceedings of its Board and the meetings of members. All
books and records of the corporation may be inspected by any member
of the Board or his agent or attorney, for any proper purpose at any
reasonable time.
Section 4.
Seal. The Board shall provide a corporate
seal, which shall be in the form of a circle and shall have
inscribed thereon the name of the corporation and the words
“Corporate Seal.”
Section
5.
Dissolution. In the event of dissolution of
the corporation, after payment of all necessary expenses thereof,
all of the remaining assets and property of the corporation shall be
distributed in accordance with the Articles of Incorporation.
Section
6.
Political Matters. The corporation shall at
no time endorse or recommend any candidate for political office, nor
shall politics or political candidates be discussed at the meetings
of directors, officers or members. Also no religious
discussion shall be tolerated at the meetings.
Section
7.
Corporate Objectives. No director, officer or
member of this corporation shall use it as a means for furthering
any personal, political or other aspirations, nor shall the
corporation, as a whole, take part in any movement not in keeping
with the real purpose and objectives of the corporation.
Section
8.
Previous Bylaws. All bylaws of this
corporation in force prior to the adoption of these bylaws are
revoked.
Bylaw Revisions adopted December 6, 2007 by action of the
membership
The Kanawha Valley
Mining Institute is an organization dedicated to building and
maintaining personal relationships within the mining community,
providing a forum for educating its members in current events
and developments in mining, new product and process developments,
and support of the education of our youth through
financial scholarships. ALL of the monies raised by the
Institute are directed toward the awarding of financial assistance
scholarships to students possessing good scholastic and community
values, and are awarded by the Directors after reviewing their
applications, including reviews by their professors. These
scholarships have traditionally been awarded to students at WVU -
Tech and Marshall University enrolled in degree programs having some
application in the mining industry. However, the awarding of
such scholarships are not necessarily limited to these schools.