About The KVMI


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.

Any interested student may receive information concerning these scholarships by contacting the KVMI at the following e-mail address:
President@kvmi.org

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 bylaws may be sent by U.S. Mail, e-mail or any other delivery method authorized under West Virginia law 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 sent 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 sent 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 two (2) year term beginning with the adjournment of the annual meeting in December at which they are elected or automatically nominated, and ending with (i) the adjournment of the annual meeting two (2) years after such officers have been duly elected and qualified or (ii) 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.

ARTICLE 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 and ratified December 2, 2010, by resolution of the Board of Directors and action of the membership.