Jewish Genealogical Society of
Amended July 2003
Article I – Name
The name of this organization shall be the Jewish Genealogical Society of Oregon
Article II ‑ Objectives
1. To collect, preserve and perpetuate the records and history of our ancestors.
2. To publish and circulate literature relative to the purposes and acquisitions of the Jewish Genealogical Society of Oregon, to promote genealogical and historical research, and to aid in the publication, dissemination, preservation, and safeguarding of genealogical and historical manuscripts pertaining to Jewish genealogical research and other genealogical interest, including biography, family and local history.
3. To carry on the work of education and educational purposes.
4. To receive gifts and devises of real and personal estate, in the name of the Jewish Community Center, for the benefit of the Society, to do all things necessary for the perpetuation of the Society and generally to exercise the powers legally and property requisite thereto.
5. To secure and hold copyrights, plates of books, periodicals, tracts and pamphlets of genealogical and historical interest.
6. All of the foregoing are for carrying on the work of the Society for educational purposes operating solely for educational purposes as provided in Section 501(c)3) of the Internal Revenue Code of 1954, as amended.
Article III ‑ Nonprofit Character
1. (a). No part of the net earnings of the Society shall inure to the benefit of any private individual, except those who may become employees or contractors of services.
(b). Funds collected by the Society ,except for periodic small cash requirements, be editsof all monies, including deposits, checks written and petty cash in the manner prescribed by the Board.
2. Upon the dissolution of the society, after payment of all liabilities, a five‑person temporary committee, selected by a majority of members in good standing, shall dispose of all the assets remaining. The recipients of these assets shall, at that time, be charitable, educational or religious in nature and shall qualify for tax exemption status as provided by law. The temporary committee shall be selected via:
2.(a) a notice given by mail no less than thirty
(30) days prior to the date of selection, and
(b) written ballots cast by mail and/or in person at a meeting called for such purpose.
Article IV ‑ Membership
shall be two (2) basic classifications of members.
(a) Individual: Any person willing to accept the objectives and by‑laws the Society.
1.(b) Family: Two persons in one household willing to accept the objectives and by‑laws of the Society.
2. Membership shall be annual, starting January 1st of each year.
3. (a) Dues, as established and approved by the Board, shall be payable annually during the month of January.
3.(b) Dues of new members joining after January 31st of any year shall be prorated if the new member so requests.
4. A written application for initial membership must accompany the payment of dues.
5. Any member whose annual dues are not paid by March 31st may be dropped from the membership rolls.
Article V – Government
1. The elected officers shall consist of a President, a First Vice‑President, a Second Vice‑President, a Secretary, and a Treasurer.
Executive Board (the Board) shall consist of
nine persons, composed of the
elected officers and 6 members at large.
3. The Board members shall be composed of members in good standing.
quorum shall consist of
five (5) members.
In the absence of a quorum, no actions may be voted upon, although suggestions
may be proposed for a subsequent meeting.
5. The Board shall have control and management of the affairs and the funds of the Society, subject to the will of the of the organization, and none of the Board's acts shall conflict with the objectives of the Society.
6. The Board shall make all decisions for the Society in keeping with its By‑laws and not conflicting with any decisions reached by the membership at a properly called meeting of the Society.
7. The Board shall meet to carry on the business of the Society. A meeting of the Board may be requested by any two (2) members of the Board. The Secretary shall notify all Board members, including ex‑officio, of the time and place of each meeting at least two (2) weeks in advance.
8. Any member of the Board who resigns, or who is absent from three (3) consecutive meetings of the Board without indicating valid cause, may be dropped from the Board and the unexpired term shall be filled by the selection of the Board from among‑the roster members.
9. The Board shall determine the dates and nature of all meetings and events of the Society with due consideration being given to any expressed wishes of the membership.
10. Issues and elections brought before the general membership shall utilize the following procedure.
10.(a) Descriptive written information shall be given to all members preferably via mail but may be provided by other means.
10.(b) The information shall be distributed not less than two (2) weeks prior to a regularly scheduled meeting.
10.(c) Voting shall be done in any manner
acceptable to those members present, except for election of officers which
shall be done by written ballot. At the option of the Board, voting may be done
by telephone, telephone conference, e-mail or regular mail; so long as all
members are given an opportunity to participate.
(d) The issue or election will be accepted if approved by more than sixty percent of those members voting.
1. Board Members and officers shall be selected at an election in alternate years, at the final meeting of the year in may, or at such time as the board shall designate.
2. A slate of candidates shall be chosen by the Board, or by a nominating committee named by the Board., Further nominations may be made from the floor during the meeting . Consent of the nominee shall be obtained before he /she is proposed. Each nomination from the floor shall be seconded by a member in good standing.
3. Any Member shall have the right to propose other candidates for office. Such alternate nominations, supported by three (3) members in good standing, shall be submitted in writing to the Secretary no less than twenty‑one (21) days prior to the election date.
4. The Secretary shall obtain the written consent of each nominee prior to the printing of the ballots. The Nominating Committee shall confirm that the ballots are accurate and complete.
5. At the time and place of election of officers and Board, the Nominating Committee shall become an Election Committee and will supervise the proceedings. Results will be made public as soon as possible.
6. At the conclusion of the election process, those elected shall assume office.
7. Vacancies: In the event of a vacancy in the office of President, the First Vice‑President shall assume that position. All other vacancies shall be filled by a majority vote of the Board at its next regular meeting. If, however, a vacancy other than President occurs within forty‑five (45) days of a scheduled election date, the vacancy shall remain.
Article VII ‑‑ Duties of Board and Officers
1. The Board shall have control and management of the affairs and the funds of the Society. The Board is subject to the will of the Society and none of the Board's acts shall conflict with the objectives as set forth in these by‑laws.
2. The President shall be the principal executive officer with the responsibility for general supervision of the affairs of the Society. The President shall preside at all meetings of the Society and of the Board, but may designate the First Vice President, or in case of absence the Second Vice‑President, to function when the president is unavailable. With the approval of the Board, the President shall appoint all committees and shall serve ex‑officio except on the Nominating Committee.
3. The Vice‑Presidents in order shall substitute in the absence of the President and shall carry out whatever responsibilities may be assigned to them by the President or Board.
4. The Secretary shall keep a record of the proceedings of the Society and of the Board and carry out any necessary correspondence on behalf of the Society.
5. The Treasurer shall keep accurate records of the Society's funds, including receipt of dues and any other incoming monies, expenditures as authorized by the Board, and shall make a reasonable effort for the collection f dues or of any debts owed to the society. An annual report shall be prepared and submtited to the Board at its first meeting after july 1st. Reports shall be prepared by the Treasurer and given to the Board. An Auditing Committee or other assistance may be authorized by the Board.
Article VIII – Committees
1. Standing Committees and Temporary Committees shall be established by the Board as needed. All such groups are subject to the Board and shall make appropriate and timely written reports. When possible, vice‑Presidents and Board members‑at‑large should chair these committees.
1.(Note: One example of a Standing Committee‑‑‑Library Resources and Usage. One example of a Temporary Committee‑‑‑Elections.)
Article IX - General Meetings
1. Attendance: All meetings shall be open to anyone interested in the objectives of the Society.
2. A quorum shall consist of ten (10) members plus one (1) Board member.
3. There shall be a minimum of four (4) general meetings plus one (1) Annual Meeting in each calendar year. These shall be reserved, mainly, for conducting those activities which promote the objectives of the Society, including Elections.
4. The Board shall hold meetings at its discretion. Such meetings shall be noticed to members at least five days in advance, and shall be open to any members who wish to attend.
5. The Board shall publicize an annual calendar of general meetings and board meetings. These meeting dates shall not conflict with major Jewish holy days.
meetings: Notice of the time, place and purpose of a special meeting shall be
each member of the Society , post
marked not less than ten (10) days prior to the meeting.
Article X – Fees
The Board shall establish and can adjust charges, fees, dues and similar income. Notices of changes in charges and fees must be publicized thirty (30) days in advance. Changes in annual dues must be publicized sixty (60) days prior to the effective date of change.
Article XI – Indemnification
1. Executive Board: Every present and former member of the Board shall be indemnified by the Society against any liability and reasonable expense actually incurred in connection with any claim, action, suit or proceeding; provided that such person is wholly successful with respect thereto or acted in good faith, in what such person reasonably believed to be the best interests of the Society, or was not willful or reckless, and in addition, with respect .to any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful. “Claim, action, suit or proceeding” shall include, but need not be limited to, The termination of any such claim, action suit or proceeding, by or upon a plea of guilty or of nolo contendere, or its equivalent, or a negotiated settlement, shall not create a presumption that such a person did not meet standards of conduct set forth in the constitution or Bylaws of the Society. “Wholly successful” shall mean termination of any action, suit or proceeding against he person in question without any finding of his/her liability or guilt, or the tolling of any applicable statute of limitations after the making of any claim, or threat of an action, suit or proceeding without the institution of same.
Article XII – Miscellaneous
1. Roberts Rules of Order shall govern in all cases in which they are not in conflict with these by‑laws.
2. The fiscal year shall be the calendar year, commencing on January 1st and ending on December 31st.
3. Title to all property, such as books, office equipment, etc., shall be held in the name of the Society. A record of all property shall be maintained by a custodian designated by the Board. The Board may obtain suitable insurance for such property.
4. Independent legal counsel may be retained if and when the Board determines necessity.
1. Amendments to these by‑laws shall be proposed in writing. Amendments may be offered by any member of the society in good standing.
2. Amendments may be acted upon at any meeting of the Society, provided that the amendment shall have been circulated in the call of the meeting at least 10 days in advance.
3. sixty percent (60%) of
the membership, including two-thirds
of the Board , must approve any amendment.
Article XIV ‑‑ Enabling
These Bylaws shall go into effect upon adoption.