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BYLAWS
OF THE
The name of this organization,
which is incorporated under the laws of the State of
This Society has been formed and incorporated for charitable purposes including activities (stated in greater detail in Article IV of the Society Articles of Incorporation):
1. To foster the education of the public in
areas of genealogy, genealogical research and family history preparations
through Society meetings, workshops, programs, demonstrations and classes open
to the general public.
2. To publish a quarterly Society newsletter.
3. To maintain a collection of genealogical and historical research materials, obtained through donations or by purchases. These materials may be maintained by the Society at related nonprofit organizations and/or public libraries
4. To collaborate with other not for profit
organizations and/or educational institutions to conduct activities that will
further interest in genealogy.
The Society shall hold and may exercise all such powers
as are conferred upon a nonprofit corporation by the laws of the State of
Arizona and as may be necessary or expedient for the administration of the
affairs and attainment of the purposes of the Society. In no event shall the Society engage in
activities, which are not permitted to be carried on by a corporation exempt
under Section 501(c)(3) of the Internal Revenue Code. The Society shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are
not in furtherance of its primary educational and charitable purposes.
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The Society has been formed under
the General Nonprofit Corporation Law of the State of
ARTICLE 5: DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable and educational purposes. No part of the net earnings, properties, or assets of the Society, upon dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, director, or officer of the Society. Upon liquidation or dissolution, all remaining properties and assets of the Society shall be distributed and paid over to an organization dedicated to charitable purposes which has established its tax-exempt status under Internal Revenue Code Section 501(c)(3) and according to the requirements of Article VI in the Articles of Incorporation (as Adopted March 17, 1990 and revised on October 14, 1995, September 19, 1998 and March 24, 2001). The BOD will oversee dissolution.
ARTICLE 6: MEMBERSHIP
Section 1. Qualifications. Any person interested in genealogy and/or family history, who subscribes to the purposes and basic policies of the Society and is willing, to participate in the Society activities may become a member upon payment of the annual dues to the Treasurer. Members who have paid the required dues and who are not under suspension or expulsion shall be active members in good standing. The BOD shall determine the Society dues which shall be payable on or before the date of the January meeting each year. The BOD may assess other fees and/or assessments, to be paid by the membership from time to time, as necessary for the operations of the Society. Members who have not renewed their membership for a calendar year by April 1 of that calendar year will be dropped from active membership.
Only active members shall be entitled to vote or hold office.
Section 2. Rights of Membership. Members of the Society shall have the right to vote in the election of Society officers, in the distribution of Society monies or assets which are of a value of $1000.01 or more, in any election to dissolve the Society, for amendments to the Society Articles of Incorporation and Bylaws and to participate in matters as set forth in these Bylaws and the “Law”. In addition, members shall
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have all rights afforded members under the “Law” and these Bylaws. The Society may benefit, serve or assist persons or other genealogically related projects, which may afford considerable benefit to the Society, but are not members of the Society or part of the Society. The BOD may restrict the provisions of such benefits, services, and assistance. No member shall be entitled to any part of the income of the Society.
Section 3. Termination of Membership. Membership shall terminate on occurrence of any of the following events:
(a) Resignation of the member, on notice to the Society.
(b) Expiration of the period of paid up membership.
(c) Expulsion of the member under Article 6, Section 5 of these Bylaws based on a good faith determination by the BOD, the Executive Board (E.B.) or by a committee/person authorized by the E.B. to make such a determination that the member has failed in a material and serious degree to observe the rules of conduct of the Society, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Society.
Section 4. Suspension of Membership. A member may be suspended by the Executive Board (E.B.) under Article 6, Section 5 of these Bylaws, based on the good faith determination by the E.B. or a committee/person authorized by the E.B., such as a committee chairperson, to make such a determination that the member has failed in a material and serious degree to observe the Society’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Society. A person whose membership is suspended shall no longer be an active member. Active membership may be reinstated at the discretion of the E.B.
Section 5. Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member under Article 6, sections 3 or 4 of these Bylaws, the procedure set forth below shall be followed:
(a) The member shall be given 15 days prior notice, by any method reasonably calculated to provide actual notice, of the proposed expulsion or suspension and the reasons therefore.
(b) The member shall be given an opportunity to be heard by the E.B., orally or in writing, at least five days before the effective date of the proposed expulsion or suspension. The decision of the E.B. or its authorized representative shall be final.
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Section 6. Liability for Debts or Obligations. A member of the Society, as such, is not personally liable for the debts, liabilities, or obligations of the Society.
Section 7. Notice of Meetings. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given at least ten (10) days but no more than ninety (90) days before the meeting date to each member entitled to vote at that meeting. The notice shall be given either personally, in the Society Newsletter, electronic mail, fax or by first-class mail.
Notices shall specify the place, date, and hour of the meeting and (1) for a special meeting the general nature of the business to be transacted or (2) for a regular meeting those matters which the BOD, at the time notice is given, intends to present for action by the membership. Except as provided in Article 6, Section 8 of these Bylaws, any proper matter may be presented at the meeting. The notice of any meeting at which Society officers are to be elected shall include the names of the persons who are nominees for office when notice is given.
Section 8. Quorum. Fifteen percent (15%) of the membership shall constitute a quorum for the transaction of business. Subject to the forgoing, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of the members required to constitute a quorum, or such greater number as required by the Articles of Incorporation, these Bylaws, or the “Law”.
Any member meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members at the meeting.
Section 9. Voting. Members entitled to vote at any meeting of members shall be those members in good standing as of the meeting date. At a meeting, voting may be by voice or ballot, except that any election of Society officers must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. If a quorum is present, the affirmative vote of a majority entitled to vote on any matter, as defined in these Bylaws, shall be the act of the members. In any election of officers, the candidates receiving the highest number of votes are elected. Each member shall have the right to vote for as many nominees as there are vacancies in elected offices to be filled by the members.
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ARTICLE 7: BOARD OF DIRECTORS
Section
1. Constitution. The Board of Directors (BOD) shall consist
of the elected officers, the standing committee chairpersons, the Society
historian, the Arizona Genealogical Advisory Board liaison and the
Member-at-Large (M.L.), all of which shall regularly attend Board meetings as
resource persons and have voting status on the Board. Other Society members may attend Board
meetings but shall not have voting status.
Section
2. Powers. Subject to the provisions and limitations of
the “Law” and any other applicable laws as well as to any limitations in the
Articles of Incorporation and Bylaws regarding actions that require approval,
the business and affairs of the Society shall be managed and all Society powers
shall be exercised by or under the direction of the BOD. The BOD may delegate the management of
selected Society business and operations to a committee (however composed), or
other persons, provided that the activities and affairs of the Society shall be
managed and all Society powers shall be exercised under the ultimate direction
of the BOD.
Section
3. Number of BOD Members. The authorized number of members on the BOD
shall not be less than six (6) or more than fifteen (15), until changed by
amendment of the Articles of Incorporation and these Bylaws. The BOD shall fix the exact number of members
from time to time, within these limits.
Section
4. Election, Designation, and Term of
Office. The elected members of the
BOD, including a member elected or appointed to fill a vacancy, shall hold
office until the expiration of the term for which elected and until a successor
has been elected and qualified. The
President, Vice President, Secretary and Treasurer will serve one-year terms of
office and may not serve more than four (4) consecutive years.
Nominating:
The
Member-at-Large (M.L.) seated on the BOD will be the Chairperson of the
Nominating Committee. The M.L. will appoint two (2) additional active members
to complete the Nominating Committee (N.C.).
The N.C. will nominate an active member for each elected office to be
filled, obtain consent of the nominees and present these nominees at the
regular March membership meeting.
Members may submit additional names for consideration to the N.C.,
provided the names are received by the N.C. at least two weeks before the April
membership meeting. Nominations from the
floor, with prior consent of the nominees, shall be accepted at the election,
which is to be held at the regular May membership meeting. If one member present request it, the May
election will be by secret ballot.
Otherwise the election shall be by voice vote or by show of hands if
necessary to determine the will of the membership.
Within one week after the May election, the BOD
shall confirm the election of President, Vice President, Secretary and
Treasurer in accord with Section 10-2323, paragraph A, of the Arizona Revised
Statutes.
The committee chairperson positions will be filled
by consenting candidates; identified, nominated and recommended to the BOD by
the Vice President with advice from the N.C.
The BOD will accept or reject each nomination by a vote until all vacant
positions are filled. The term of office
for committee chairs shall not be defined by a set number of
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years. The term of office for each chairperson shall
be at the discretion of the BOD and or the desire of each chairperson to serve
the Society.
The June BOD meeting is to be a transitional meeting
between the old and the new BOD members.
At that time all BOD members shall deliver promptly (and in good order)
to their successors all records and property of the Society held in their
custody.
Section
5. Removal. Removal of any officer or committee
chairperson for inadequate performance of duties shall be by majority vote of
the members of the E.B. with any tie votes being decided by the M.L. This vote shall take place only after the
member up for removal has been notified in writing by the Secretary of the
pending action and the reasons thereof.
The member in question will have a one (1) month opportunity or a one
(1) regular board meeting opportunity to reply, either in person or in writing,
to the E.B. regarding the alleged lack of performance. The E.B., in attendance, must vote upon said
removal at two (2) consecutive E.B. meetings, regular or specially called, held
at least one week apart before the removal is final. At this point the Secretary will advise the
member removed in writing of the E.B. action.
The BOD and the E.B. shall be subject to the will of
the membership. Should the membership
deem it necessary, the entire BOD/E.B. may be voted out by a sixty-six (66) per
cent secret ballot vote at two successive monthly meetings of the Society
attended by at least fifty (50) per cent plus one person of the active (paid)
members. In that event, a pro tem E.B.
shall be selected by vote of those attending that second meeting, in order to
continue the Society operations until a special election can be held to name new
officers.
Section
6. Vacancies. A vacancy on the BOD shall exist on the
occurrence of the following: (a) the
death or resignation of any BOD member;
(b) the declaration by resolution of the BOD of a vacancy in the office
of a member who has, in an unexcused manner, missed two (2) consecutive
meetings of the BOD or four (4) meetings of the BOD during any one calendar
year; (c) the vote of the members to
remove a member of the BOD; (d) an
increase in the authorized number of BOD members; or (e) the failure of the
general membership, at any meeting of the general membership at which BOD
members are to be elected, to elect the number of BOD members required to be
elected at such meeting.
Except as provided in this paragraph, any BOD member
may resign effective upon giving written notice to any elected official on the
BOD, unless the notice specifies a later time for the effectiveness of the
resignation. A successor may be
designated to take the office by the remaining members of the BOD at the effective
resignation date. The general membership
may fill any vacancy not duly filled by the remaining members of the BOD.
No reduction of the authorized number of elected
members of the BOD shall have the effect of removing any elected BOD member
before that member’s term of office expires.
Non-elected BOD members may be removed at the board’s pleasure by such
reductions.
Section
7. Duties. The BOD shall: (a) manage the affairs of the Society; (b) report as warranted to the Society; (c) authorize expenditures of monies. The BOD shall faithfully reflect the
purposes of the Society in its deliberations and actions, and shall ensure that
the Society business is conducted in accord with the nonprofit status required
by its incorporation as a not for profit corporation in the state of Arizona.
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Section
8. Meetings. Normally, the BOD shall meet monthly, on the
second Monday, to plan and conduct Society business. The time and place of each monthly meeting
can be set and/or changed upon approval of Board members. Additional meetings may be called upon
request of the Society President, the Society Vice President or any two (2)
other BOD members. Notice of the date,
time, and place of such meetings, other than the regular monthly meetings,
shall be delivered personally to each BOD member or communicated to each BOD
member by telephone (including a voice messaging system which records and
communicates messages), facsimile, or electronic mail at least four (4) days
before the date of the meeting. The notice need not specify the purpose of the
meeting. All actions taken and votes
shall be duly recorded in the appropriate board meeting minutes. The BOD may conduct business by mail, e-mail
or telephone, as permitted by the “Law”, provided a report of the action(s)
taken shall be reported as part of the minutes of the next BOD meeting or is
reported to the Society at the next general meeting.
Section
9. Action at a Meeting. Presence of a simple majority of the BOD
constitutes a quorum for the transaction of business. Every act done or decision made by a simple
majority of the BOD members present at a meeting duly held, at which a quorum
is present, shall be regarded as the act of the BOD unless a greater number, or
the same number after disqualifying one or more members from voting, is
required by the Articles of Incorporation, these Bylaws or the “Law”. BOD members may not vote by proxy. A meeting at which a quorum is initially
present, including an adjourned meeting, may continue to transact business
notwithstanding the withdrawal of a member, if any action taken is approved by
at least a disinterested majority of the required quorum for such meeting, or
such greater number as required by the Articles of Incorporation, these Bylaws
or the “Law”.
Section
10. Adjourned Meeting. A majority of the directors present, whether
or not a quorum is present, may adjourn a meeting to another time and
place.
Section
11. Fees and Compensation. BOD members and members of committees may
not receive any compensation for their services as such, but may receive
reasonable reimbursement of expensed incurred in the performance of their
duties, including advances as provided in Article 9, Section 2, as may be fixed
or determined by resolution of the BOD. Members may not be compensated for rendering
services to the Society in any other capacity.
ARTICLE 8: EXECUTIVE BOARD
Section 1. Constitution. The Executive Board (E.B.) shall consist of the President, the Vice President, the Secretary and the Treasurer of the Society, which have been duly elected and are serving an active term of office. The Member at Large, may be requested to serve on this board by any one of the four permanent members.
Section 2. Powers. The E.B. shall undertake any business that is under their authority as stated in these Bylaws. Also any item of business may be undertaken by the E.B. at the request of any two BOD members or at the request of ten (10) or more Society members.
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ARTICLE 9: STANDARD OF CARE
Section1. General. A member of the BOD shall perform the duties
of board membership including duties as a member of any committee of the board
on which the member may serve, in good faith and in a manner such as the BOD
member believes to be in the best interest of the Society. This will include reasonable inquiry, as an
ordinarily prudent person in a like situation would use under similar
circumstances.
In performing the duties of a BOD
member, a member shall be entitled to rely on information, opinions, reports or
statement, including financial statements and other financial data, in each
case prepared or presented by one or more of the following:
(a) one or more officers of the Society whom the member believes
to be reliable and competent in the matters presented.
(b) counsel, or other persons which the board member believes to
be within such person’s professional or expert competence.
(c) a committee of the BOD, upon which the BOD member does not
serve, which committee the BOD member believes to merit confidence.
As
long as in any such case the BOD member acts in good faith and without
knowledge that would cause such reliance to be unwarranted, such reliance will
be deemed as reasonable and proper.
Except as provided in Article 9,
Section 3, a person who performs the duties of an BOD member in accordance with
the above shall have no liability based upon any failure or alleged failure to
discharge that person’s obligations as a BOD member, including without limiting
the generality of the foregoing, any actions or omissions which exceed or
defeat a public, educational or charitable purpose to which the Society, or
assets held by it, are dedicated.
Section
2. Loans. The Society shall not
make any loan of money or property to, or guarantee the obligation of, any BOD
member or officer; provided, however, that the Society may advance money to an
BOD member or officer of the Society for expenses reasonably anticipated to be
incurred in performance of the duties of such board member or officer as long
as such individual would be entitled to reimbursement for such expenses absent
that advance.
Section
3. Self-Dealing Transactions. Except as approved in Section 4 below, the
Society shall not approve any self-dealing transaction. A self-dealing transaction is one to which
the Society is a party and in which one or more of the BOD members has a
material financial interest or a transaction between the Society and any
corporation (other than a nonprofit corporation, tax exempt under Internal
Revenue Code Section 501(c)(3)) in which one or more of the BOD members is a
director/board member or between the Society and any corporation in which one
or more of its BOD members has a material financial interest.
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Section
4. Approval. The BOD may approve a self-dealing
transaction if the board determines that the transaction is in the best
interests of, and is fair and reasonable to, the Society and after reasonable
investigation, under the circumstances, determines that the society could not
have obtained a more advantageous arrangement with reasonable effort under the
circumstances. Such determinations must
be made by the BOD, in good faith, with knowledge of the material facts
concerning the transaction and the BOD board members interest in the
transaction. Such transactions will be
approved by a vote of the a sixty-five (65) per cent of the BOD then in office,
provided a quorum is present, without counting the vote(s) of the interested
member(s).
Section
5. Indemnification. To the fullest extent permitted by law, the
Society shall indemnify BOD members, officers and volunteers, against all
expenses (including attorneys’ fees and disbursements), judgments, fines,
settlement, and other amounts actually and reasonably incurred by them in
connection with any action, suit, or proceeding, and including an action by or
in the right of the society, by reason of the fact that the person is a BOD
member, officer or volunteer of the Society.
Such right of indemnification shall not be deemed exclusive of any other
rights to which such persons may be entitled apart from this Article 9, section
5.
The Society shall have power to
purchase and maintain insurance to the fullest extent permitted by law on
behalf of the Society and its BOD members, officers and volunteers, against any
liability asserted against or incurred by such person in such capacity or
arising out of the person’s status as such, or to give other indemnification to
the extent permitted by law.
ARTICLE 10: OFFICERS
Section
1. Officers. The officers of the Society shall consist
of the elected positions: President,
Vice President, Secretary, Treasurer and such other elected positions as the
BOD may designate by resolution. The same
person may hold any number of offices, except that neither the Secretary nor
the Treasurer may serve concurrently as the Society president or as chairperson
of the BOD. In addition to the duties
specified in this Article 10, officers shall perform all other duties
customarily incident to their office and such other duties as may be required
by law, by the Articles of Incorporation, or by these Bylaws, subject to
control of the BOD, and shall perform such additional duties as the BOD shall
from time to time assign.
Officers shall be active members of
the Society and shall be elected at the regular May meeting of the membership
for a one-year term, commencing with the regular June membership meeting. If a vacancy occurs during the term of
office, it shall be filled according to the stipulations in Article 7, Section
6. Officers shall remain in office until
their successors are named, but in no case shall they serve in any one post for
more than four consecutive years, except at the request of the BOD and by
annual vote of the membership.
Any officer may be removed with or
without cause at the recommendation of the BOD followed by a simple majority
vote of the general Society membership present at the
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two
regularly scheduled monthly Society meeting following the BOD recommendation being
entered into the BOD meeting minutes.
Any officer may resign at any time by giving written notice to the
BOD. Any resignation shall take effect
on the date of receipt of such notice or at any later time specified in the
resignation; and, unless otherwise specified in the resignation, the acceptance
of the resignation shall not be necessary to make it effective.
Section
2. President. The president will also hold the position of
Chairperson of the BOD and the E.B. and will take actions with the advice and
consent of the BOD/E.B. of the Society.
The President will preside over all BOD and E.B. meetings of the Society
and appoint a parliamentarian, if required.
The President is authorized to execute in the name of the Society all
contracts and other documents authorized either generally or specifically by
the BOD to be executed by the Society. The President will have check signing
authority for the Society.
The office of President will, in general, supervise
and conduct the activities and operations of the Society, shall keep the BOD
fully informed and shall freely consult with them, and see that all resolutions
of the BOD are carried into effect. The
President shall be empowered to act, speak for, or otherwise represent the
Society between meetings of the BOD and to negotiate all material business
transactions of the Society.
The President may take on special tasks and/or
assignments as deemed to be for the good of the Society or as recommended by
the BOD.
Section
3. Vice President. The Vice President will also be Vice
Chairperson of the BOD and the E.B. and as such shall, in the absence of the
President/Chairperson, or in the event of his or her inability or refusal to
act, perform all the duties of the President/Chairperson, and when so acting
shall have all the powers of and be subject to all the restrictions on the
President/Chairperson.
The Vice President shall recommend
appointments/dismissals for all standing committee chairmanships to the BOD and
oversee all committee operations and performance, insuring that each individual
committee functions in a manner consistent with its purpose and
responsibilities, and is providing useful service to the BOD and/or the Society
membership. The Vice President shall
recommend the dissolution of current and the formation of new standing
committees to the BOD.
The Vice President shall maintain a record of and
control all Society property and insure that the required equipment is at the
general meetings, workshops and other programs sponsored by the Society, and
perform other duties as assigned by the BOD or the President.
The Vice President will have check signing authority
for the Society.
Section
4. Secretary. The Secretary shall be custodian of all
records and documents of the Society except those of historical nature that are
to be in the custody of the Society Historian.
In the absence of a person to fill the Society Historian position, the
Secretary shall also be the custodian of all such records. The Secretary will be the active secretary
for all meetings of the BOD, the E.B. and all meetings of the membership, and
shall keep the minutes of these meetings in books proposed for that
purpose. He or she shall attend to the
giving and serving all notices of the Society.
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The Secretary shall maintain and bring to all
meetings an accurate Society membership roster copy, obtained no less than
quarterly from the Membership Chairperson of the standing Membership Committee,
conduct all official correspondence at the direction of the BOD or the
President of the Society and reserve meeting places for the BOD/E.B. and
general membership meeting with the direction and advise of the BOD or the
President.
Section
5. Treasurer. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of all monies,
the business transactions of the Society.
This includes accounts of assets, liabilities, receipts, disbursements,
gains, losses, capital and other matters customarily included in financial statements.
The Treasurer shall deposit or cause to be deposited
all moneys and other valuables in the name and to the credit of the Society
with such depositories as may be recommended by the Treasurer and approved by
the BOD. The Treasurer shall disburse or
cause to be disbursed the funds of the corporation. The authorization of fund disbursement for
payment of budgeted debt of the Society in amounts up to $250.00 needs only the
authorization of the Treasurer, in amounts of $250.01 - $500.00 upon approval
of the Treasurer and the President or Vice President, in amounts of $500.01 -
$1000.00 upon approval of the BOD.
Disbursements in an amount of $1000.01 or above must be approved by a vote
of the membership (Article 6, Section2).
Payment of all non-budgeted debt must have approval of the BOD and/or
the membership. The Treasurer will
render the BOD an account of all of the financial transactions and of the
financial condition of the Society at the monthly BOD meetings, at the specific
request of the President or Vice President or at the request of a fifty-one
(51) per cent of the total active Society membership. The Treasurer will prepare, with advisement
from the BOD, an Annual Budget and present it to the BOD. The Treasurer will have check signing
authority for the Society and keep current an operative bank signature card.
The Treasurer shall prepare for the President’s
signature all State and Federal fiscal and income tax reports as required and
make the annual report to the Arizona Corporation Commission. In general the Treasurer will be responsible
for all compliance with Federal and State financial requirements consistent
with the Society’s standing as a 501(c)3 nonprofit educational and charitable
organization and with
ARTICLE 11: COMMITTEES
Section 1. Standing Committee Appointments and Powers. Standing Committee Chairperson position vacancies will be advertised at two consecutive general meeting of the Society and volunteers to fill the position(s) will be solicited. At the next BOD meeting following the second general meeting, the BOD will consider all volunteers and any nominations from the Vice President or suggestions from other BOD members and by majority vote, if more than one candidate per Chairperson position, select and/or accept a nomination to fill the position(s). If a Chairperson position is vacant for two (2) years, that position will automatically become nonexistent and be removed from the records.
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However, no committee or committee chairperson, regardless of board resolution, may unilaterally:
(a) Approve any action, which, under the “Law”, the Articles of Incorporation or these Bylaws requires approval of the BOD or approval of a majority of the Society membership.
(b) Amend or repeal any resolution of the BOD that by its express terms is not so amendable or repealable.
(c) Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws.
(d) Appoint any other committees or their members.
(e) Approve a plan of merger; voluntary dissolution; bankruptcy or reorganization; or of the sale, lease, or exchange of any or all of the property and assets of the Society or revoke any such plan.
(f) Approve any self-dealing transaction.
(g) Expend Society funds to support a nominee for any office in the Society.
No committee shall bind the Society in a contract or agreement or expend Society funds, unless authorized to do so by the BOD.
Section 2. Meetings and Actions of Committees. Meetings and actions of all committees shall in general be governed by, and held and taken in accordance with, the provisions of Article 7 of these Bylaws concerning meetings and actions of the BOD, with such changes as are necessary to substitute committee and its members for BOD and its members. Within these general guidelines, the meetings and actions of each committee shall be at the discretion of the Committee Chairperson with oversight exercised by the Society Vice President.
Section
3. Standing Committees and Their
Responsibilities.
The
following will be the Standing Committee Chairperson positions, unless or until
changed by the Vice President and the BOD:
(1) AzGAB Liaison.
The AzGAB liaison shall attend the AzGAB board meetings and serve on
various committees and projects generated by the AzGAB board. The liaison shall report to the BOD on AzGAB
activities and projects as well as suggest how the Society and AzGAB can better
interface.
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(2) Cemetery: Collect data
on the cemeteries of
as many
sources as possible; maintain a collective database of the
information collected; provide a collective index to
all of the cemeteries and
burial places in
(3) Historian: Shall keep
a copy of all minutes and financial reports, committee reports, publicity and
publications pertaining to the Society.
(4) Hospitality: Greet
guests and prospective members in attendance of the general Society meetings,
introduce them and their areas of genealogical interest to the other members
attending the meeting, provide the Secretary with a count of members and guests
attending each meeting, provide the membership committee any relevant
information on new members and information change that may be gathered in the
fulfillment of greeting responsibilities.
Additional duties include arrangement for any refreshments which may be
required for the meeting and/or the guest speaker/lecturer.
(5) Library: Maintain regular
liaison with local libraries holding Society materials, such as the
(6) Membership: Distribute
membership application forms to prospective members; prepare receipts for dues
received from those joining or renewing memberships; turn over monies and
copies of receipts with names and addresses of new members to the Treasurer;
distribute membership interest sheets to new members and to continuing members
annually; maintain a file of completed membership interest sheets and make them
available to the BOD; keep current the name, address, telephone number and
email address file of the Society and provide members of the BOD with copies of
that file. This file will also be given
to any BOD member upon request at any time within two days of the request if
the requestor has email capability.
(7) Newsletter/Mailing:
Publish a quarterly newsletter containing materials of genealogical and
historical nature supplied by the Society members, as well as news items,
queries, etc. compiled by the Newsletter Committee. The chairperson of this committee shall be
designated as the Editor of the newsletter.
This committee shall distribute all issues of the newsletter and other
bulk letters and announcements for the Society as well as special mailings to
the Society membership as prepared by the appropriate committees or the BOD.
(8) Program/Publicity:
Plan and make all arrangements for speakers/lecturers or alternative
program types for the regular Society meeting programs, for luncheon with each
guest speaker/lecturer, if he/she is available to attend a luncheon, and any
payments that might be appropriate for each guest speaker/lecturer. This committee will arrange for the June and
July meeting content for the regular membership meetings following the
installation of the new officers/chairpersons.
This committee will also arrange for timely announcements
of the regular membership meetings and programs in regional newspapers, by
radio and television stations, and is responsible for any other type of public
announcements required.
(9) Special Projects: This
committee will identify and recommend to the Vice President any special
projects that the Society should consider undertaking or be a participant
therein. Certain of these identified
projects may be given temporary independent status by a vote of the BOD while
other projects will be operated under the Special Projects Committee.
Examples of Special Projects are as follows:
(1) Workshop –
Make all arrangements for the annual workshop, as a joint sponsor with the
Family History Center, including recommendations to the BOD for proposed
classes, budget, location, and fees to be charged. Further this committee shall coordinate with
the location personnel for all special requirements needed to successfully
conduct the workshop and arrange for set up and clean up of the
facilities. This special project shall
utilize other Society committees and the membership at large as needed.
(2)
(3) Genealogy
Fair.
(4) Open House.
(10) Webmaster: This
committee will be responsible for the generation and update of the Society
website. Website updates shall be done,
at a minimum, bimonthly.
ARTICLE 12: EXECUTION OF CORPORATE INSTRUMENTS
Section 1. Execution of Society Instruments. The BOD may, at its discretion,
determine the method and designate the signatory officer or officers or other person
or persons, to execute any Society instrument or document, or to sign the Society
name without limitation, except when otherwise provided by law, and such
execution or signature shall be binding upon the Society. Unless otherwise
specifically determined by the BOD or otherwise required by law, evidences of
indebtedness of the Society, and other corporate instruments or documents shall be
executed, signed, or endorsed by the President of the Society, Vice President of the
Society and by the Secretary or Treasurer of the Society.
All checks and drafts drawn on banks or other depositories of funds to the credit of the Society, or in special accounts of the Society, shall be signed by the President, Vice President or Treasurer of the Society unless the banks or depositories require two signatures of Society officers on such instruments. If two signatures are required then two of the above named Society officers will be required to sign each instrument.
Page 15
Section 2. Loans and Contracts. No loans or advances shall be contracted on behalf of the Society and no note or other evidence of indebtedness shall be issued in the Society’s name unless and except the BOD authorizes said specific transaction. Without the express and specific authorization of the BOD, no officer or other agent of the Society may enter into any contract or execute and deliver any binding instrument in the name of and on behalf of the Society.
ARTICLE 13: RECORDS AND REPORTS
Section 1. Maintenance and Inspection of Articles and By-laws. The Society shall keep with the Secretary or/and Historian the original or a copy, if the original is not available, of its Articles of Incorporation and current Bylaws as amended to date. These records shall be open to inspection by the members and officers at all reasonable times during reasonable business hours, 8:00 a.m. to 5:00 p.m. on Monday through Saturday.
Section 2. Maintenance and Inspection of Other Society Records. The Society shall keep adequate and correct books and records of accounts, written minutes of the proceedings of BOD, E.B. and committee meetings along with a record of each member’s name and address etc., from such information given to the Society for this purpose. All such records shall be kept at such place or places as designated by the BOD. In most cases this will be with the Secretary, Treasurer or Historian. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form. Upon leaving office, each officer, employee, or agent of the Society shall turn over to his or her successor or to the Society President, in good order, such Society monies, books, records, minutes, lists, document, or other property of the Society as have been in the custody of such officer, committee chairperson or agent during his or her term of office.
Every elected officer of the Society shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Society. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.
On written demand of the Society through the BOD, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of proceedings of the BOD or committees meetings at any reasonable time for the purpose reasonably related to the member’s interest as a member.
Page 16
ARTICLE 14: AMENDMENTS
These Bylaws may be amended at any regular meeting of the Society by a two-thirds vote of the members present. Notice of the amendments proposed, after affirmation by a majority of the BOD, shall have been presented in writing at the previous regular meeting of the Society. Minor changes in these Bylaws will not require republication of this entire document but will be reflected in the meeting minutes. From time to time, the BOD shall direct, the entire document shall be brought current and copies made available to the membership.
Once established by a membership vote, the BOD may not, without the approval of he membership, adopt, amend or repeal a Bylaw provision that specifies or changes a fixed number of BOD members or the minimum or maximum number of BOD members or change from a fixed number to a variable number the BOD membership.
Without the approval of the members, the BOD may not adopt, amend or repeal any Bylaws that would:
(a) Increase or extend the terms of officers.
(b) Increase the quorum for member meetings.
(c) Increase the number of BOD members appointed to the BOD rather than elected by the membership.
(d) Authorize the BOD to fill a vacancy created by the removal of a BOD member by the membership.
ARTICLE 15: FISCAL YEAR
The fiscal year for the Society shall begin on January 1 and shall end on December 31 of any given year.
ARTICLE 16: PARLIMENTARY AUTHORITY
The rules contained in Roberts Rules of Order, current edition, shall govern the Society in all cases in which they are not inconsistent with these Bylaws.
MEMBERSHIP APPROVAL:
Original : March
17, 1990
Revised: October
14, 1995
Revised: September
19, 1998
Revised: March
24, 2001
Revised: June
23, 2007
BOARD OF DIRECTORS APPROVAL:
May 14, 2007
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