BYLAWS OF THE MERCED COUNTY GENEALOGICAL SOCIETY
ADOPTED AUGUST 15, 1987
REVISED OCTOBER 21, 2000
REVISED May 19, 2007
REVISED Sept. 15, 2007
Revised March 21, 2009
ARTICLE I - NAME AND NONPROFIT STATUS
This nonprofit organization shall be known as the MERCED COUNTY GENEALOGICAL SOCIETY or as MCGS. No part of the net earnings or assets of MCGS shall inure to the benefit of any member.
ARTICLE II PURPOSES AND OBJECTIVES
The purposes and objectives of MCGS are:
1. To promote interest in genealogy, biography, and related history;
2. To provide instruction in research techniques, stressing accuracy and ethical reporting of evidence, proof and documentation;
3. To promote the accumulation and preservation of manuscripts, documents, records, family histories and other genealogical, and related, historical material;
4. To encourage and assist in the compilation and publication of genealogical material; and
5. To provide the means for sharing genealogical information.
ARTICLE III BOARD OF DIRECTORS
Section 1. Board of Directors, General Powers: The affairs of MCGS shall be managed by its Board of Directors and presented at a meeting to the general membership. A vote of the general membership shall override the decisions of the Board.
Section 2. Composition, Number and Tenure: The Board of Directors shall be composed of the seven (7) elected officers and the immediate past President. Directors shall serve until their successors have been installed in office.
Section 3. Board Meetings and Quorum: Meetings of the Board of Directors shall be held at least once each quarter throughout each year. Additional meetings may be held at the call of the President or upon written request of at least three (3) members of the Board. Five (5) Directors shall constitute a quorum.
Section 4. Specific Powers: In addition to managing the general affairs of MCGS, the Board of Directors shall have the following specific powers and responsibilities:
a. The Board shall propose a budget and a schedule of dues and fees annually for approval by the membership.
b. The Board shall authorize all expenditures of funds within the approved budget. Additional expenditures shall have prior authorization of the Board.
c. The Board shall grant or withdraw membership status in MCGS in accordance with the provision of ARTICLE IV MEMBERSHIP.
d. The Board shall review and accept or reject on behalf of MCGS any contribution, gift, bequest or other offering, except that any offering of any sort which does not further the objectives of MCGS shall be declined.
e. Except as provided in ARTICLE VI DUTIES OF OFFICERS, the Board shall appoint a voting member of MCGS in good standing to fill any vacated office or Directorship until the next slate of officers is installed.
ARTICLE IV MEMBERSHIP
Section 1. Eligibility: Membership in MCGS shall be open to any individual or organization interested in furthering the purposes and objectives of MCGS.
Section 2. Classes of Members: Membership, when granted, shall be assigned in one or more of the following classes:
a. Active. Active membership shall be assigned to an individual whose residence is located in an area allowing reasonable access to membership meetings. Determination of such reasonableness shall be at the sole discretion of the Board of Directors. Active members shall have all rights and privileges of MCGS including the right to vote.
b. Associate. Associate membership shall be assigned to individuals who reside at a location sufficiently distant to make regular attendance at membership meetings a clear hardship or who are so handicapped as to be prevented from regular attendance. Determination of such distant location or handicap shall be at the sole discretion of the Board of Directors. Associate members shall have all rights and privileges of MCGS except the right to vote.
c. Organizational. Organizational membership shall be assigned to an organization whose application has been accepted by the Board of Directors with the proviso that a single representative be named by the organization and that the Membership Chairperson be advised in writing of the name and address of that representative. The representative, on behalf of his or her organization, shall have all the rights and privileges of MCGS including the right to one vote.
d. Joint. Joint membership shall be assigned to two individuals residing in the same household. Each joint member shall have all the rights and privileges of MCGS, including the right to one vote. The dues for the joint membership shall be 150% of the dues of an individual member.
e. Lifetime. A single lifetime membership shall be ten times (10x) the amount of the current annual dues for a single member. A joint lifetime membership shall be ten times (10x) the amount of the current annual dues for a joint membership. This will be for the lifetime of the two individuals who sign up for the joint membership and is not transferable.
Section 3. Termination of Membership: Membership in MCGS can be terminated in one of the following ways:
a. Resignation. Any member may resign by filing a written resignation with the Board of Directors. Any member who resigns while in good standing may be reinstated without special fee upon his or her request. All others must reapply for membership and, if accepted, pay such delinquent dues and fees as the Board may specify.
b. Suspension. A member may be suspended from membership in MCGS by the Board of Directors for reasonable cause including non-payment of dues, but may be reinstated upon acceptance of his or her payment of such delinquent dues and fees as the Board may specify.
Section 4. Voting Rights: Members in the classes designated as Active, Organizational and Joint shall be entitled to one vote per member subject only to such restrictions as may be set forth in ARTICLE IV MEMBERSHIP, Section 2, Classes of Members.
Section 5. Dues and Fees: The schedule of dues and fees, as approved annually by the membership, shall include but not be limited to annual dues and special fees. Dues shall be payable on January 1 each year and shall be delinquent as of March 1 of that year.
ARTICLE V OFFICERS
Section 1. Officers: The elected officers of MCGS shall be President, First Vice President, Second Vice President, Recording Secretary, Treasurer, Membership Registrar and Hospitality Host or Hostess. All officers shall serve as Directors.
Section 2. Nominations: Nominations for officers shall be open at the last regular meeting prior to an election meeting and shall continue to be open at the election meeting until declared closed.
Section 3. Elections: Election of officers shall be held at the regular meeting immediately preceding the Annual Meeting. The nominee receiving the highest number of votes for an office is elected to that office.
Section 4. Installation and Tenure: Officers shall be installed at the Annual Meeting following an election meeting. They shall serve for a term of one year from the date of installation and until the next slate of officers is installed.
Section 5. Vacancies: In the event of a vacancy in the office of President during an unexpired term, the First Vice President shall advance to fill that office and the Second Vice President shall advance to the office of First Vice President. In the event of a vacancy in the office of First Vice President, the Second Vice President shall advance to fill that office. All other vacancies shall be filled by the Board of Directors through appointment of voting members in good standing, such appointees to serve until the next slate of officers has been installed.
Section 6. Responsibility for Records and Property: Within fifteen (15) days of installation of new officers, each retiring officer shall deliver to his or her successor all records and property of MCGS in the custody of the retiring officer.
Section 7. Non-Attendance or Dereliction of Duties: In the event that an officer is absent without a reason acceptable to the Board for two (2) consecutive meetings, or fails to discharge the duties of his or her office, the Board of Directors may declare that office vacant and shall demand the immediate return of all records and property of MCGS in the custody of the absenting or derelict officer.
ARTICLE VI DUTIES OF OFFICERS
Section 1 President: The President of MCGS shall be the principal executive officer and shall be the official MCGS spokesperson. The President shall notify all Directors of forthcoming meetings of the Board, and shall preside at all meetings, including those of the Board. The President shall appoint all committee chairpersons, except the chairperson of an audit committee.
By no later than the March General Meeting, the President shall present the Boards recommended budget and schedule of dues and fees for the ensuing year and request approval by the membership.
Section 2. First Vice President: The First Vice President shall have all the duties and responsibilities of the President whenever that officer is absent or unable to act and shall automatically advance to the office of President in the event of a vacancy in that office during an unexpired term.
Section 3. Second Vice President: The Second Vice President shall have all the duties and responsibilities of the First Vice President whenever that officer is absent or unable to act and shall automatically advance to the office of First Vice President in the event of a vacancy in that office during an unexpired term.
Section 4; Recording Secretary: The Recording Secretary shall:
a. Keep a minutes book of the proceedings of MCGS and all meetings of the Board of Directors.
b. Have custody of MCGS Bylaws and other important records and documents, except those entrusted specifically to another officer.
c. Maintain the MCGS archives.
d. Keep a list of chairpersons and members of all committees.
e. Conduct the general correspondence of MCGS.
f. Maintain a record of all official correspondence [notebook].
g. Counter-sign official documents of MCGS when certification is required.
h. The Recording Secretary, or whoever has been appointed to collect the mail, shall submit all communications having legal implications to the Board of Directors for action or information.
Section 5. Treasurer: The Treasurer shall be responsible for the security of the assets of MCGS and shall:
a. Receive, provide receipts for, and maintain accurate records of all funds and other assets accepted, due, or held by MCGS.
b. Deposit all MCGS funds in a financial institution approved by the Board of Directors.
c. After approval by the Board, pay the resulting debts for the purchase of all supplies and services for MCGS. All checks are to be signed by any two of the following officers: President, 1st VP, 2nd VP, Treasurer or Recording Secretary.
d. Maintain accurate records of all disbursements of funds.
e. Prepare and submit financial statements to the Board of Directors, as requested, and an annual financial statement at the Annual Meeting of the membership. Copies of all statements and reports shall be furnished to the Recording Secretary for filing with the official records of MCGS.
f. Report to the Board of Directors on the receipt of any asset other than cash; take responsibility for security of such asset until a decision has been made by the Board as to its disposition.
g. Prepare a budget for the ensuing year for consideration by the Board of Directors and subsequent recommendation to the membership at the Annual Meeting.
h. Upon request of the Board of Directors, make all records of the Treasurer available for audit.
i. When the Treasurer leaves office, in any manner except removal from office, he/she shall fill the office of Second Vice President, subject to election by the general membership.
j. Whenever there is a change in the office of Treasurer, an audit will be performed.
Section 6. Membership Registrar: The Membership Registrar shall:
a. Collect dues from and issue receipts to new members at each meeting. The monies of such dues will be given to the Treasurer at the end of each meeting.
b. Maintain an up-to-date roster of the members of the MCGS with current address of each member.
c. Notify members who are delinquent in their dues and request payment. Provide the Board a list of names of members who are in arrears.
d. Introduce guests and new members at the meetings.
Section 7. Hospitality Host or Hostess: The Hospitality Host or Hostess shall:
a. Arrange for meeting places for the monthly meetings.
b. Arrange for refreshments for the meetings.
ARTICLE VII COMMITTEES
Section 1. Committees: All committees of MCGS shall be established by the Board of Directors, which shall set forth the purpose of each committee and provide such general direction as the Board may think appropriate.
Section 2. Appointment of Members: As provided in ARTICLE VI DUTIES OF OFFICERS, the President shall appoint the Chairpersons of MCGS committees; each such appointment to be made as soon as possible after the Board establishes the need for a committee. Committee chairpersons may appoint the members of the committees or request the assistance of the President in filling committee membership.
Section 3. Committee Tenure: No committee shall serve longer than one year from date of establishment unless the Board of Directors specifically continues its existence on a year-to-year basis.
ARTICLE VIII MEETINGS
Section 1. Membership Meetings: Membership meetings shall be held once each month, except in August.
Section 2. Annual Meetings: The meeting in January of each year shall be designated the Annual Meeting. Installation of new officers shall be held as the first order of business at the Annual Meeting.
Section 3. Special Meetings: Special meetings of the members may be called by order of the President, a written notice stating the object of the meeting having been sent to each voting member at least fifteen (15) days before the time of such meeting. Special meetings may be called for any purpose other than amending the Bylaws.
The President must call a special meeting upon submission of a petition signed by ten (10) or more voting members and stating the purpose of the meeting.
Section 4. Board Meetings: The Board of Directors shall hold meetings in accordance with the provisions of ARTICLE III BOARD OF DIRECTORS, Section 3 of these Bylaws.
Section 5. Committee Meetings: Meetings of committees shall be called by their Chairpersons.
Section 6. Quorums: A quorum for regular or special meetings of MCGS shall be those voting members present. A quorum for a meeting of the Board of Directors shall be as provided in ARTICLE III BOARD OF DIRECTORS, Section 3 of these Bylaws. A quorum for a committee meeting shall be a majority of the members of the committee.
ARTICLE IX BOOKS AND RECORDS
The books and records of MCGS shall be open to the inspection of any voting member.
ARTICLE X FISCAL YEAR
The fiscal year of MCGS shall be the period beginning January 1 of each year and ending December 31 of that year.
ARTICLE XI AMENDMENTS
Section 1. Meeting to Amend Bylaws: The Bylaws of MCGS may be amended at any regular meeting, provided notice of intention to amend and a copy of the proposed amendments shall have been mailed to each voting member of MCGS at least fifteen (15) days before said meeting.
Section 2. Quorum: A quorum for a meeting to amend the MCGS Bylaws shall consist of those voting members present.
Section 3. Voting by Mail: In lieu of amending the Bylaws at a meeting, an election may be conducted by mail. For such an election, a copy of the proposed amendments shall have been mailed to each voting member at least fifteen (15) days prior to the closing of the vote, and provision shall have been made for a secret ballot.
For an amendment to be enacted, at least fifty percent (50%) of the voting members shall have responded by the closing date and a majority of those responding shall have indicated an affirmative vote. The Board of Directors may extend the closing date only for the purpose of achieving a fifty percent (50%) response.
ARTICLE XII DISSOLUTION
A decision to dissolve MCGS shall require an affirmative vote by a majority of the voting membership. After such decision, all assets of whatever nature, after payment of any obligations, shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for educational purposes and which has established its exempt status under Section 501(c)(3) of the Internal Revenue Code. Designation of the specific fund, foundation, or corporation to receive the assets of MCGS shall be determined by majority vote of the members of MCGS and proof by the designee organization of its tax exempt status.
ARTICLE XIII PARLIAMENTARY AUTHORITY
In the conduct of meetings and in matters not covered by these Bylaws, Roberts Rules of Order, Newly Revised, shall govern, wherever applicable.
March 23, 2009