Standing Rules of the Pottawattamie County Genealogical Society

 

As revised and amended March 5, 2013

 

  1. General membership meetings of the Society will be held at 6 p.m. on the second Tuesday of each quarter beginning in February at the Frontier Heritage Library 622 4th St. Council Bluffs, Iowa.

 

  1. Regular meetings of the Board of Directors of the Society will be held at 7 pm on the first Tuesday of each month at the Frontier Heritage Library.  Additional meetings may be called by the President as needed.

 

  1. The annual meeting of the Society will be held in November at a time and place to be designated by the board.

 

  1. Society membership classes shall be: benefactor $50.00, family $25.00 and individual $20.00.  Two people must have the same address to be considered a family.

 

  1. No Board Member shall approach or consult with outside sources on any subject in the PCGS Board’s name without prior Board approval.

 

  1. A member may be expelled by the Board of Directors for conduct, which in its opinion, is or has been detrimental to the Society.

 

Nominating Committee

  1. A three-member nominating committee shall be appointed no later than the September board meeting to see what offices need to be filled in the following year and make a list of possible officers.
  2. The committee shall consult with each current officer, if eligible, to see if they would like to be re-elected.
  3. The committee shall ask the current Board of Directors for suggestions.
  4. The committee should try to interest active members of the society to run for election.
  5. The committee shall consult with each other before approaching any possible candidate.

 

BY-LAWS OF THE

POTTAWATTAMIE COUNTY GENEALOGICAL SOCIETY

As revised and amended October 2012.  Presented, moved, seconded and passed at 13 November 2012 annual meeting

article I. offices

The principal office of the corporation in the State of Iowa shall be located in the City of Council Bluffs, County of Pottawattamie. The corporation may have such other offices, either within or without the State of Iowa, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

 

The corporation shall have and continuously maintain in the State of Iowa a registered office, and a registered agent whose office is identical with such registered office, as required by the State of Iowa Non-Profit Corporation Act. The registered office may be, but not need be, identical with the principal office in the State of Iowa and the address of the registered office may be changed from time to time by the Board of Directors.

article II. members

Section 1. Membership. Membership in the Society shall be open to all persons who are interested in genealogical, biographical and historical research, upon payment of annual dues.

Section 2. Categories. Categories of membership and annual dues for each shall be prescribed in the most current Standing Rules & Regulations of the organization.

Section 3. Transfer of Membership. Membership in this corporation is not transferable or assignable.

Section 4. Resignation. A member may resign at any time but dues are non-refundable.

Section 5. Voting Rights. Voting rights for each category of membership shall be prescribed in the most current Standing Rules and Regulations for the organization.

article III. meetings of members

Section 1. Regular Meetings. The place, day and hour of meetings of members shall be listed in the Standard Rules & Regulations.

Section 2. Annual Meeting. An annual meeting of the members shall be held on a date specified in the Standing Rules & Regulations for the purpose of electing Officers and Directors and for the transaction of such other business as may come before the meeting.

 

Section 3. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than 20 percent of the members having voting rights. Written or printed notice stating the place, day and hour of any special meeting of members shall be delivered, either personally, by mail, or by email, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. The purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid.  IF E-MAILED THE NOTICE SHALL BE DEEMED TO BE DELIVERED to the member at his/her address as it appears on the records of the corporation.  IT IS THE RESPONSIBILITY OF THE MEMBER TO NOTIFY THE CORPORATION OF CHANGES IN THEIR ADDRESS OR E-MAIL ADDRESS.

Section 4. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Iowa as the place of meeting for any annual meeting.

Section 5. Quorum, Fifteen members holding voting rights shall constitute a quorum at a general meeting of the corporation, and 20 percent of the members having voting rights shall constitute a quorum at a special meeting of the corporation. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 6. Voting by Mail.   Where Directors or Officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

Article iv. board of directors

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Iowa but must be members of the corporation.

Section 2. Number, Tenure and Qualifications.

a.               In addition to the elected officers of the corporation, the Board of Directors shall
consist of three Directors at Large.

b.               At all elections, Directors at Large shall be elected for one three-year term and may
be re-elected for one additional three-year term. After an interval of one year, a Director at Large may again be elected.

c.               In the event a vacancy occurs, a member of the corporation shall be elected by the
Board of Directors to serve the remainder of the term of the vacancy and then may be re-elected for one full three-year term following the expiration of the term of the vacancy.

d.               The immediate past president of the corporation shall be a member of the Board of
Directors for the term of the newly elected president, although otherwise ineligible
to serve as a director.

e.               If any Director shall fail to attend three (3) successive regular Board meetings
without reasonable excuse, his or her seat on the Board shall be declared vacant and a successor shall be appointed by the Board of Directors for the remainder of the term.

f.                       It is the intent of the corporation that the members of its Board of Directors shall
serve in specific capacities as defined by the President and confirmed by the Board.

Section 3. Regular Meetings. The Board of Directors may provide by resolution the time and place, either within or without the State of Iowa, for the holding of regular meetings of the Board without other notice than such resolution, which shall be held at least quarterly.

Section 4. Special Meetings, Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Iowa, as the place for holding any special meeting of the Board called by them.

 

Section 5. Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by telephone, facsimile (fax) transmission, or by written notice delivered personally or sent by mail or email to each Director at his or her address, telephone number, or fax number as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. IF E-MAILED THE NOTICE SHALL BE DEEMED TO BE DELIVERED to the member at his/her address as it appears on the records of the corporation.  IT IS THE RESPONSIBILITY OF THE MEMBER TO NOTIFY THE CORPORATION OF CHANGES IN THEIR ADDRESS OR E-MAIL ADDRESS.  If notice be given by telephone, such notice shall be deemed to be delivered when the message is communicated personally to the director or when left on voice mail or other recording device. If notice be given by fax, such notice shall be deemed to be delivered when sender receives confirmation from his or her fax machine that fax has been successfully transmitted. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, or the purpose of, any regular or special meeting of the Board shall be specified in the notice or waiver of notice of such meetings.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice.

Section 7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 8. Compensation. Directors as such shall not receive any stated salaries for their services.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors.

Section 10. Informal Action by Directors. Any action required by law to be taken at a meeting of the directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

article v. officers

Section 1. Officers. The officers of the corporation shall be a President, a Vice-President, a Recording Secretary, a Corresponding Secretary, and a Treasurer, which shall constitute the Executive Committee. The duties and responsibilities of the Executive Committee shall be determined by the Board of Directors. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.

Section 2. Election and Term of Office. The officers of the corporation shall be elected by the voting members at the regular annual meeting of the corporation. Beginning with the election for 1997 at the 1996 Annual Meeting, the president and the vice-president shall be elected for a one-year term and may stand for re-election for no more than two additional one-year terms. .The Recording Secretary, the Corresponding Secretary, and the Treasurer shall be elected to a one-year term and may stand for re­election for no more than four additional one-year terms. No member shall serve more than six consecutive terms on the Board of Directors. A term limit for any office may be waived on an annual basis by a majority vote of the Board of Directors.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the corporation and

shall in general supervise and control all of the business and affairs of the corporation. He or she shall preside at all meetings of the members and the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

Section 6. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform other such duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; 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 by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors.

Section 8. Recording Secretary. The Recording Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; be custodian of the corporate records and in general perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned to the Recording Secretary by the President or by the Board of Directors.

 

Section 9. Corresponding Secretary. The Corresponding Secretary shall conduct the correspondence of the corporation as directed by the President and the Board;  see that all notices are duly given in accordance with the provisions of these by-laws or as required by law;  and shall take care of all courtesies.

Section 10. Past President. The Past President is the immediate past president of the corporation and a member of the Board of Directors during the term of the newly elected president, and shall be a Special Assistant to the President. He or she shall perform duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

 

article VI.   committees

 

Section 1. Committee of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that no such committee shall have the authority of the Board of Directors in referencing to amending, altering or repealing the by-laws; electing, appointing or removing any member of such committee or any Director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director of any responsibility imposed upon it or him or her by law.

 

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting in which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

article VII. contracts, checks, deposits and funds

 

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in name of or on behalf of the corporation, and such authority may be general or confined to specific instances.

Section. 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

article viii. books and records

 

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

 

ARTICLE IX. FISCAL YEAR

 

The fiscal year of the corporation shall begin on the first day of November and end on the last day of October in each year.

 

ARTICLE X. DUES

 

Section I. Annual Dues. The Board of Directors may determine from time to time the amount of the annual dues payable to the corporation by members of each class.

2. Dues shall be payable in advance of the first day of NOVEMBER in each fiscal year.

 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues after JANUARY first, his or her membership will thereupon be terminated.

 

ARTICLE XI. SEAL

 

The Board of Directors 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 of the Pottawattamie County Genealogical Society."

 

ARTICLE XII. MISCELLANEOUS PROVISIONS

 

Section 1. Use of the Name of the Corporation. No person or group of persons may use the name of the corporation for any purpose except as specifically authorized by the Board of Directors.

Section. 2. Rules of Order. The rules contained in Robert's Rules of Order shall govern the society in all cases to which they are applicable and in which they are not inconsistent with the bylaws of this society.

Section. 3. Standing Rules & Regulations. The Board of Directors shall prepare an official document entitled "Standing Rules & Regulations."

a.               Such document shall include but not be limited to:

1)        Date, place and time of regularly scheduled membership meetings.

2)        Classes of membership and annual dues for each class.

b.               The Standing Rules & Regulations may be amended from time to time by a majority
vote of the Board of Directors.

 

ARTICLE XIII. AMENDMENTS TO THE BY-LAWS

 

These by-laws may be altered, amended, repealed, or new by-laws adopted by a two-thirds vote of the voting members present at any general meeting provided notice of the proposed amendment(s) in writing is given to the membership at least thirty (30) days prior to being voted upon. Such notice may be delivered, either personally, by mail, or by email, to each member of the corporation entitled to vote. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid.  IF E-MAILED THE NOTICE SHALL BE DEEMED TO BE DELIVERED to the member at his/her address as it appears on the records of the corporation.  IT IS THE RESPONSIBILITY OF THE MEMBER TO NOTIFY THE CORPORATION OF CHANGES IN THEIR ADDRESS OR E-MAIL ADDRESS.

Amendments to these by-laws become effective immediately upon adoption by the membership. The elimination of an office or board position will become effective at the end of the fiscal year during which the amendments were adopted.