Articles

Articles of Incorporation

ARTICLE 1. NAME

1.1 The name of this organization is Kudzu House Press (hereafter as KH); KH was established in 2011 to publish Kudzu House Quarterly (hereafter as KHQ), a journal of Southern ecological literature and criticism.

ARTICLE 2. FOUNDERS

2.1 The founders constitute the board of directors, each holding one of three controlling shares in the organization, and these three founders are in charge of all KH operations and have the final say in all matters related to KH and the publication of KHQ. They may only be released from their position in the organization by a unanimous agreement amongst the founding members.

2.2 The following people are the founding members of this organization Madison Jones IV, Robin Ward, and Arthur Wilke (hereafter as the founders or founding members). No other member, editor, or affiliate may hold this position for any reason at any time. If a founder is ever unable to perform their job, which is to fulfill the purpose and the mission of KH as detailed in this document, an appointee may fulfill their duties for a short period of time until a unanimous agreement can be reached by the founding members and an amendment made to these bylaws.

2.3 If a founding member is ever completely incapacitated, their duties will be placed onto the remaining members until such time as the bylaws may be amended.

ARTICLE 3.PURPOSE

3.1 The purpose of KH is the development and exploration of artistic explorations of ecology and environment. Consistent with this purpose, the activities of KH will include, but will not be limited to, the following:

3.1.1 The publication of Kudzu House Quarterly (hereafter as KHQ; the official journal) four times every year, in the spring, summer, fall and in the winter. These issues will be available in print and through various electronic platforms including, but not limited to, eBooks, .pdf’s, and other digital media formats.

3.1.2 The promotion of emerging writers and artists whose work features or prominently deals with our focus, topic, or theme.

3.1.3 Publication of Kudzu House News (the official newsletter distributed to all members) twice a year, signaling the forthcoming issue of KHQ.

3.2 Publication of chapbooks and full-length manuscripts, chosen through KHQ supported contests, to promote new and emerging writers whose talents fit our focus.

3.3 The purpose for which KHQ is organized is exclusively educational with the meaning of section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law.

3.4 Notwithstanding any other provision of these bylaws, KHQ shall not carry on any activities not permitted for an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law.

ARTICLE 4. MISSION STATEMENT

4.1 The mission of Kudzu House is to advance ecological thinking through artistic expression and to encourage the talents of both emerging and established writers. The journal, Kudzu House Quarterly, is published twice a year, under the auspices of Kudzu House to promote this mission in a manner which is both locally minded and globally voiced.

ARTICLE 5. MEMBERSHIP & OFFICES

5.1 KH may appoint persons to unpaid positions based on a two-thirds written consent of the founders and on general recommendation of the other staff members.

5.1.1 The appointed editors and other members of KHQ and KH will be scholars, teachers, writers, and others who seek to increase their knowledge of ecological literature; to share their abilities to promote and advance artistic approaches to environmental thinking amongst a community of scholars and thinkers.

5.2 Unpaid positions which may be filled by appointment include, but are not limited to: Poetry Editor, Fiction Editor, Nonfiction Editor, Layout Editor, Content Editor Production Editor, Assistant Editor, Associate Editor, Slush Reader, and Editorial Assistant.

5.3 The founder’s positions require bylaw revision and include: Managing Editor (Arthur Wilke), Editor-in-Chief (Madison Jones IV), and Web Editor (Robin Ward).

5.4 Any persons in an appointed position may be immediately removed from office by a two-thirds vote amongst the founders.

5.5 All members of KHQ and KH will receive no compensation for their service unless the founders unanimously decide that funding permits and can support salaries. At such a time, a committee will be formed to decide such matters and to amend the bylaws accordingly. Before any committee can be formed, an advisory board must be established (see Article 8). All amendments will be made in accordance with the provisions of section 501(c)(3) of the Internal Revenue code of 1954 or the corresponding provision of any future United States Internal Revenue law.

ARTICLE 6. AMMENDMENTS TO BYLAWS & BYLAW REVISION

6.1 Bylaws may only be revised by the founding members and all revisions must be approved by a unanimous vote amongst them. This also pertains to adding amendments which must be written by the founding members and voted on with unanimous approval.

ARTICLE 7. COMMITTEES

7.1 The Executive Committee consists of the founding members, but may also include appointees made by a unanimous decision of the founders.

7.2 Ad hoc and special project committees, task forces, etc., can be established by the Executive Committee as needed.

7.3 The Budget Committee consists of the founding members, but may also include appointees made by a unanimous decision of the founders. Its primary task is to establish a yearly budget and govern all necessary expenditures.

ARTICLE 8. PAID POSITIONS & SALARYS

8.1.1 Because KH is a small, grassroots, literary journal, whose aim is not one of profit, but of educational enrichment for its community, the budget is a very small one, meaning its gross receipts average less than $1,000. These funds are currently allocated for the sole purposes of maintaining the website (kudzuhouse.org) and printing the biannual issues of KHQ.

8.1.2 Should funding ever permit, KH will create, appoint, and maintain a paid position: Managing Director. The Managing Director will support the current activities of the organization and collaborate with its Executive Council and other members to implement the priorities of the Council. The general responsibilities of the Managing Director will be administering the existing functions of the organization, promoting its interests, fostering its development, and planning its long-term financial stability.

8.2 It is up to the Executive Council to decide if and when KH is financially able to support their staff with salaries, or to appoint the position of Managing Director, and they may dissolve the position at any time.

8.3 The appointment of the Managing Director requires a unanimous vote on the part of the founders, and must consider the recommendation of all members of KH and KHQ.

8.4 The Managing Director will receive monies from dues, subventions, subscriptions, and contributions, and will disburse monies as directed by the President. The Managing Director is authorized to maintain bank accounts in the name of KH and KHQ.

8.5 The Managing Director, upon unanimous approval of the Executive Council, may hire administrative help in carrying out the responsibilities of the position.

8.6 The Managing Director, upon two-thirds majority Council, is authorized to invest KH and KHQ funds in socially and environmentally responsible investment funds. The progress of such investments shall be reviewed annually by the Executive Council, which may choose to re-invest, remove the invested funds, or take other appropriate actions.

8.7 The Managing Director will submit monthly reports to the Executive Council.

8.8.1 If funding should ever permit, the staff may receive salaries, but all payments must be made in accordance with the provisions of section 501(c)(3) of the Internal Revenue code of 1954 or the corresponding provision of any future United States Internal Revenue law. Bylaw amendments will be made accordingly if such time should arise.

8.8.2 Should staff members ever be paid for their services, it will be in a manner of straight compensation (i.e. not in bonuses or other non-linear payments). Any and all employees will be paid according to the job description of the position. These principals will be considered at all times: compensation must be reasonable, due diligence must be performed, and all decisions should be made at arms-length.

8.8.3 The following factors will be included in defining a salary, should such affordances every arise: actual job description, required level of education or experience, compensation averages in your area, number of hours worked, the overall budget.

8.8.4 Before any voting on the issue of salaries can ever begin, the funding committee must be formed, and must establish and define a strong advisory board, of no less than five people who are extraneous to the organization and not in any form of conflict of interest, to promote and inculcate practices and decisions at arms-length and in due diligence.

8.8.5 It will be the responsibility of the founders/executive council and other members of the compensation committee to report to the advisory board annually to ensure the aforementioned principals. This report will include documentation of the method used to determine salary packages. Various resources must be used to come up with the information, including, but not limited to the following: The Labor Department, census data, job-oriented websites, national and local charities.

8.8.6 The advisory board may, for good reason, terminate any paid position if they believe with good reason that there is a conflict of interest. They may not, however, eliminate a member of the staff from their position, only from their paid position. It will be up to the founders to eliminate any member from their position altogether.

ARTICLE 9. DISSOLUTION

9.1 KH may be dissolved upon recommendation of a two-thirds vote of the Executive Council (the Founding Editors) and approval by mail ballot of two-thirds of KH’s members who vote on the question of dissolution. At least one month must be allowed for return of all ballots.

9.2 The current editorial staff in its entirety shall form the Dissolution Committee and carry out all tasks necessary to concluding the business of the Association, including, but not limited to, placement of KH records and papers in a professionally maintained archive; notification to the general public of the Press’ dissolution; and finalizing the remaining publication schedule of KHQ.

9.3 In the event of dissolution, all assets remaining after liabilities have been met shall be disposed of in accordance with the provisions of section 501(c)(3) of the Internal Revenue code of 1954 or the corresponding provision of any future United States Internal Revenue law.

ARTICLES SIGNED INTO ACTION: 17 JULY 2013

(This date constitutes the effective date of exemption)

NONPROFIT STATUS GRANTED: 04 SEPTEMBER 2014