May 2021 Minutes
Sarah Arpin calls the meeting to order at 7:03 pm.
Christopher Morris, Sarah Arpin, Bob Roth, John Cassidy, Pat Kambesis, Howard Kalnitz, James Borden, Barry Adams, Jeff Hamilton and Sean Vanderhoff were all in attendance.
Minutes taken by Christopher Morris.
- No announcements
Reading of the Previous Meetings (Christopher Morris)
- Christopher read the minutes.
- Kevin motitioned to pass them, Bob seconded.
- Minutes passed
Treasurer’s Report (John Cassidy)
- John wants to open a savings account at PNC Bank where are Checking Account is at
- John moved $17,000.00 into a savings account
- He has given out the checking account for direct deposit from some of the commercial requests
- Bob seconded John’s motion
- The board voted and unanimously approved the savings account
- $220.00 in commercial request fees
- Closing balance of $17,943.54
- John noted Sharon White had said her credit card was used for a lifetime payment that was not authorized by her. So we will be losing $92 and some change due to that.
Data Committee (Howard Kalnitz)
- We have been focused on two things
- Answering requests
- Getting the database live on FileMaker
- He is going to send out a meeting request for next Wednesday for the data committee
- The committee is going to look at the guidelines for requests
- The other big thing that has been done is the database has been put onto FileMaker
- They went through a small quick test of the system and it seemed to work
- So now it is being sent out to a larger group of people for testing
- Howard gave a live demo of the FileMaker database on the cloud and local machine
- If running on a local machine, it checks the cloud and runs the latest version
- He said it is a bit more finicky due to running in a browser
- Works great on a local machine
Emergency Response (Mike Keltner)
- Not present, no report
Membership Committee (Bob Roth)
- Christopher had not given Bob access to the drive yet
- He did that tonight and added him to the auto emails for new members
- Bob asked about the presentations that the KSS had 5 years or so ago that was created by Howard
- Discussion ensued about doing these or not
Grant Committee (Amber Yuellig)
- Not present, no report.
Annual Report Report (Christopher Morris)
- Christopher updated the he plans to have it off to the printer by the end of the month and mailed out in early June
- Sarah noted to post the bylaws as soon as possible to social media
- Howard agreed and said we can vote next month after posting it
- Bylaw updates are attached at the end of these minutes
- Sarah noted that we talked about adopting the NSS’ Code of Conduct at the last meeting
- The problem is the language is very specific to the NSS
- Sarah wants to merge the code of conduct that she put together and the NSS’ Code of Conduct
- She will work on comparing these before the next meeting
- Sarah emailed the grant recipient and his advisor noting that we would be happy to award the grant to them
- She asked for a budget and how to get them the money
- John noted that a check would be easiest
- There was discussion about the different grants
- Annual Meeting
- Sarah noted that we should probably have an online portion to the annual meeting
- Sarah noted that UK will be back to full/normal operations in the Fall Semester this year
- International Year of Karst
- Pat had mentioned that we should do something for this in email
- Sarah asked if there were any suggestions or ideas
- Sean noted that he thought it was a great idea
- Maybe bring in other groups that are not normally associated with us but can help us out with our mission
- It had been suggested to do the weekly series of talks like we did last year for the annual meeting
- Sarah noted that Kentucky Heartwood does stuff for bat habitats
- So we might want to look at non-profits like that
- Howard noted the State Nature Preserve Commission
- Sarah asked if there was anything else
- Kevin noted that the Bluegrass Grotto meeting is tomorrow night
- Sean noted that on Sunday during Speleofest that him and Holly are teaching a cave survey class with a visit to an actual cave to survey
Kevin motioned to adjourn at 8:13 and John seconded.
CHAPTER I - PARLIAMENTARY AUTHORITY
- The Board of Directors (hereinafter called the "Board") shall:
- Act as the governing and administrative body in conducting the business of the Kentucky Speleological Survey (hereinafter called the "KSS").
- Consist of seven elected members, which include:
- Vice President
- 3 Directors at Large
- Conduct business according to Robert's Rules of Order, revised as amended by these Bylaws.
- Conduct business only when at least two-thirds of all Directors are present in person, or by electronic means (web meetings), or by proxy. A proxy shall have written authorization with him/her (at the meeting) from the director they are representing, stating that he/her is their proxy. Only one proxy can be held by a single individual at a time.
- Conduct business by mail or e-mail when necessary. At least 2 weeks’ notice shall be provided for all such votes. All Directors shall be considered as present for the purposes of determining majority, any Director not responding shall be considered an abstention.
- Items of business shall be passed by a simple majority, except as provided elsewhere in the Articles of Incorporation or the Bylaws.
CHAPTER II - ROLES OF THE BOARD OF DIRECTORS
- Officers serve a two-year term, beginning at the start of the January Board meeting of every odd year (For election process, see Chapter X). Officer and Director responsibilities include:
- The President of the Board shall:
- Be responsible for assembling an agenda for each meeting.
- Preside at all meetings.
- Be the official spokesperson and envoy of the KSS.
- Call special meetings.
- Establish Ad Hoc committees.
- Only vote during the conduct of KSS business in the event of a tie.
- The Vice-President of the Board shall:
- Assist the President.
- Preside at all meetings in the absence of the President.
- Coordinate the Annual Survey Meeting.
- Oversee Internal Projects.
- The Treasurer of the KSS shall:
- Be responsible for all the funds of the KSS.
- Be responsible for submitting a financial statement to the board at the election meeting.
- Keep the KSS non-profit status, and Kentucky tax free status current.
- Be responsible for membership records of the KSS.
- The Secretary of the KSS shall:
- Be responsible for the taking of minutes and the distribution of copies of these minutes to the Board of Directors after the meeting.
- Be responsible for management of social media accounts.
- Be responsible for all correspondence.
- Directors at Large:
- There shall be at three Directors at Large elected from the individual membership.
- Each director at large will have one vote during the conduct of business.
- Encouraged to participate in committees of the KSS.
- Officer Removal and Succession
- Any officer may be removed by a two-thirds vote of the Board.
- Any board member who does not participate in 4 Board meetings of 6 without cause is considered to have voluntarily vacated their position and will be replaced by the board in the accepted method.
- any board member removed in this fashion can petition the board for reinstatement.
- Any vacancies during a term shall be filled by appointments from the President with majority Board approval. The appointed official will serve the remainder of the term before the next scheduled election.
- If the President position is vacated, the Vice President will assume the position, if unable to do so, the Board will appoint a new President.
CHAPTER III - MEMBERSHIP
- Membership is split into two categories: Organizational and Individual
- Dues will be set by the board via majority vote.
- Organizational Membership:
- Organizations wishing to join the KSS shall apply via the KSS webpage and agree to the principles of the organization.
- Membership is not limited to Kentucky organizations.
- Organizational Members will receive the following benefits:
- Paper and digital copies of all KSS newsletters.
- An organization may lose its right to membership in the KSS if it:
- Acts in a manner detrimental to the KSS as determined by the Board.
- Fails to pay affiliation fee by the due date.
- The organization disbands.
- Individual Membership:
- Individuals wishing to join KSS shall do so by filing an online application on the KSS webpage.
- Individual membership is not limited to residents of Kentucky.
- Individual members have the option for an annual or lifetime membership
- Individual Members shall receive the following benefits:
- Paper or digital copy of KSS newsletters.
- Invitations to KSS sponsored survey projects.
- An individual may lose their membership if:
- They fail to pay dues within one month from the due date.
- If they act in a manner detrimental to the KSS or violate the NSS code of conduct as determined by the Board.
- Conflict of interest
- No individual or organizational member shall use their membership in KSS, their office, or any promise of data access for any personal or professional gain.
- Members found in violation of this, as determined by the Board, will lose their membership and future access to KSS data.
CHAPTER IV - MEETINGS
- The Board of the KSS will meet once per month.
- Officers will take their positions at the January meeting immediately following elections (see Chapter XIII).
- One meeting should be an Annual Symposium (organized by the Vice-President) to share updates of the KSS to the general caving community.
- All Meetings can be conducted via internet web services when deemed practical. All efforts should be made to have the annual symposium in person.
- A yearly schedule of meetings should be provided by the President at the December meeting for the following year.
- The reading of the previous minutes will not be required if the previous meeting’s minutes were distributed to the Board for comments at least 7 days before the next meeting.
CHAPTER V - PUBLICATIONS
- The KSS shall publish a minimum of one newsletter a year to be sent out to individual and organizational members.
- The annual report will be compiled and published by the Editor, as appointed by the President.
- Additional publications, as deemed necessary for the accomplishment of the KSS’ purposes, must receive a majority vote from the board.
- The Editor(s) of such publications shall be appointed by the President subject to the approval of the Board.
- The Board shall set fees for publication.
CHAPTER VI - INTERNAL PROJECTS
- The Board shall approve any projects to be undertaken by the KSS, in the name of, or on behalf of the KSS. These projects shall use the data access process outlined in Chapter VIII.
- Internal projects can include efforts specific to meeting, exploration/mapping, science, spelean history, and other topics as deemed appropriate by the board.
CHAPTER VII - COMMITTEES
- The KSS shall have the following committees. All committee members will serve until they resign or are removed by the Board.
- Data Committee
- The data committee is a standing committee of the society
- The President shall appoint, with the Board's approval, a Data Chair to lead committee efforts dealing with the KSS archives, database, and data requests.
- The Data Committee will maintain a database with all accessible information on caves in the Commonwealth of Kentucky.
- The Data Committee will maintain a database program to allow searching and lookup capabilities. These data are to be updated on a regular, quarterly basis.
- The Data Committee will handle all requests for data, and vote to approve/disapprove within the committee.
- The Data Committee will be made up of at least 5 members of the KSS, including at least 3 board members.
- Data maintenance, corrections, and updates will be conducted using a combination of the Data Committee, Regional Coordinators, County Coordinators, and local cavers, each with distinct responsibilities. The responsibilities include:
- Data Committee
- Seek out and appoint Regional Coordinators to serve as data owners for the counties of which they are appointed.
- Maintain an updated, publicly available list of Regional Coordinators.
- Regional Coordinators
- There will be no term for Regional Coordinators, however they serve at the discretion of the Executive Board and can be removed by the Data Committee, or by a vote of the Board.
- Maintain an updated, publicly available list of County Coordinators.
- Communicate any changes to County Coordinators to the Data Committee.
- Provide updates annually on regional activities.
- Maintaining the correctness of the data from their counties.
- Searching out and correcting locations of known and new caves.
- Liaison with County Coordinators to improve data quality.
- Liaison with local cavers and landowners.
- Answering questions on data within their region.
- County Coordinators
- There will be no term for the County Coordinators, however they serve at the discretion of the Executive Board and can be removed by the Data Committee, or by a vote of the Board. Provide updates annually on county activities.
- Work with Regional Coordinators to correct data in their county.
- Liaison with local cavers and landowners to improve data quality and quantity in their county.
- All Regional Coordinators will have full access to the data from their counties. Full access will be given to all members of the Data Committee, and the Executive Board of the KSS. All other access will be on an as-requested basis.
- All members with access to data (including officers, data committee members, regional and county coordinators, and those given permission via internal projects) must agree to the data procedures of the KSS as defined in Chapter VIII of these bylaws.
- Membership Committee
- The Membership Committee will be a standing committee.
- Will consist of the Vice-President, the Treasurer and at least one other member of the KSS that is in good standing.
- Will assist the Treasurer in maintaining the membership records of the KSS.
- Election Committee
- KSS Election Committee will be headed by a chair appointed by the current sitting President.
- The Committee will consist of three non-interested KSS members (not in the running for any position or directorship) to process the election with the two additional members selected by the chair.
- The Committee will be responsible for soliciting nominations and, if there are more candidates than available positions, running the election.
- The Election Committee shall find the most appropriate format to run the election and work with sitting officers to communicate this format to the membership.
- The Election Committee will be a special committee.
CHAPTER VIII – DATA
- The physical data of the organization will be held in a repository by the Kentucky Geological Survey (KGS) as agreed in a Memorandum of Understanding maintained between the KGS and the Board. This Memorandum shall be included as an addendum to the Bylaws.
- The data of the organization will be categorized as:
- Non-Sensitive Data: Information for which there are no access restrictions in that it poses negligible risk of harm to cave or karst features and their contents, or to the owners of such features. This applies only to data specifically released by the Data Committee and may include number of caves per county, cave lengths, and similar statistical data unless classified as proprietary by the land or data owner.
- Sensitive Data: Information restricted from distribution in that it poses possible risk of harm to cave or karst features and their contents, to the owners of such features, or to individuals that may enter such features. Such information includes, but is not limited to, the precise locations of the features, the names and addresses of the owners, cave maps or other specific data.
- Proprietary Data: Information of any kind protected by law and/or given to this organization by the owner of a cave or karst feature, the owner's representative, or the person who has developed the data, with the condition that it shall not be released.
- There is no charge for non-commercial requests. It is understood that the KSS will make all efforts to quickly and completely answer information requests.
- Process for granting requests:
- Acknowledgment of request can be expected within one week.
- The Data Committee will review the request to determine if it is a commercial or non-commercial request. Commercial requests are defined as those being made by a for-profit organization in the execution of their business. These requests will be dealt with in the same manner as individual requests; however, there will be a charge assessed for the search, and for the data returned.
- This charge is $50 for the search, and $10 for each location returned.
- These searches are conducted on an as-staffed basis and are not guaranteed to be returned quickly, nor is the data in any way warranted as correct.
- To be approved, a data request must include:
- The cave(s) (or region) requested.
- The purpose of the request.
- How the request supports the purpose and mission of the organization.
- In determining to approve or deny a request, the Data Committee will assess:
- What category of data is requested?
- What impact will releasing the data have on the cave?
- Are there legal ramifications from sharing the data?
- Does the purpose of the request meet the purpose and mission statement of the KSS?
- If the request is denied, appeal can be made to the entire Board at the next business meeting. Board decisions regarding appeals shall require a 2/3 majority to overturn the Data Committee’s decision.
- Ownership, distribution, and replication rights are not granted to any requesters. Requesters shall agree to a confidentiality statement that they shall not disseminate this information without written permission of the Data Committee. Wherever applicable the requester may be asked to make a report stating the scope of their use of the data and any findings to the KSS in a timely manner.
- The Data Committee, in conjunction with the treasurer, will create a file detailing all requests, and the disposition thereof. This file should be easily available to all members of the Executive Board.
- The committee shall report all data requests and their disposition to the Board at the next Board meeting.
CHAPTER IX - AMENDMENTS
- The Bylaws of the KSS, with the exception of Chapter I, may be amended by a majority vote of the Board. Amendments to Chapter I shall require a 2/3 majority vote of the Board. All amendments shall be presented in writing to the Board at least forty-five (45) days prior to the meeting.
CHAPTER X - ELECTIONS
- Elections will be run by the Election Committee (see Chapter VII.A.b. for committee details).
- Elections will occur between the December and January Board meeting, every other year.
- Nominations will open at the September Board meeting and be open through the end of the December Board meeting.
- Elections will occur if there are more nominees than Board positions.
- The Election Committee will determine the most effective means of running the election and present it to the board by the December meeting.
- If there are no competing nominees, elections will not occur.
- Nominee requirements
- Any current KSS member in good standing.
- Self-nominations are accepted.
- If not self-nominated, a candidate must accept the nomination before the December meeting.
- Seconds will not be required for nominations.
- Candidates will be required to provide biographical information as well as a statement as to why they would like to be elected to a board position, only for sharing with the general members to help the selection process.
- Seating of Officers
- New officers will assume their role at the start of the January Board meeting in odd numbered years and hold that position for two years.
KSS Bylaws version 15
Final revision 03/26/2021
Voted in XX/XX/XXXX