BY LAWS OF THE
ARTICLE I
NAME, FISCAL YEAR, PURPOSE, SEAL, AND LOGO
Section 1. Name.
This Corporation shall be known as the Texas State Genealogical Society,
Inc.
Section 2. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of January each year and end on the thirty-first day
of December. Annual Business Meetings
shall be held in November or at other times established by the Board of
Directors.
Section 3. Purpose. The purpose of this Corporation is to
promote, assist, develop, and conserve the genealogical and historical
resources of Texas and to cooperate with local, regional, and statewide groups
in promoting an awareness of the need to preserve family heritage. Specifically the mission of the Corporation
is to: 1) research, record, accumulate, reproduce, distribute, and circulate
genealogical and historical material; 2) assist in making such material
available to those who are, or may be encouraged to be, interested in family
and State of Texas history; 3) perpetuate the memory of Texans and their
ancestors and inspire a wholesome regard for those who have been and are now
part of the heritage of our State and Nation; 4) stress the importance of
accuracy through the careful documentation of research; 5) make donations by
acquisition or memorial to research collections which are open to the public;
6) disseminate knowledge by the sponsorship of conferences, workshops and
seminars; 7) publish a quarterly journal titled STIRPES
and newsletters and other publications useful to researchers; 8) sponsor
awards for writing and honors recognizing the efforts of individuals or
organizations.
Section 4. Office. The Corporation shall maintain in the State
of
Section 5. Seal.
The seal of the Corporation shall be circular in form and shall bear the
words TEXAS STATE GENEALOGICAL SOCIETY, INC., and in the center, a star.
Section 6. Logo.
The logo of the Corporation shall be the letters “TSGS” rendered
in stylized script in a connected oval pattern within an outline of the State
of
ARTICLE II
MEMBERSHIP
Section 1. General. Membership is by calendar year and is not
transferable. Membership may be extended
to persons and organizations deemed to be sufficiently interested in genealogy/history
and desirous of accomplishing the purposes of the Corporation, who may apply
and be approved by the Board of Directors, and shall annually pay membership
dues.
Section 2. Categories. Members shall be accepted
according to the procedures set forth by the Board of Directors in the
following categories.
A. Individual Member. Any person over eighteen years of age who is
not a member in another category.
B.
Family Member. Any
legally adult person and their designated partner.
C. Contributing Member. Any person, organization, or business that
contributes $30.00 to the Corporation.
D. Patron Member. Any person, organization, or business that
contributes over $50.00 to the Corporation.
E. Life Member. Any
person who makes a one-time contribution of over $600.00. The Corporation
shall issue a “Life Membership Certificate” to such members.
F. Honorary Member. Any person recommended by a two-thirds (2-3)
vote of the Board of Directors and approved by majority vote of the general membership
to be honored for their contribution to the fields of genealogy or
history. Honorary members shall not be
required to pay dues. The Corporation
shall issue a “Honorary Membership Certificate” to such
members. Fellows of the society shall be
considered Honorary Members.
G. Partner Society. Any tax-exempt genealogical, historical, or
scholarly organization.
H. Family Association. Any organized family organization whose purpose
is to preserve a family’s genealogy, history, and stories.
I. Associate Member. Any member of a partner society as shown on
the latest membership list received by the Corporation.
Section 3. Benefits.
The Board of Directors will
determine and publish the benefits to be extended to members.
Section 4. Dues. The Board of Directors will determine the
amount of annual dues payable to the Corporation by members of each
category. Such dues shall be determined
for the following year, prior to the publishing of the September issue of the
Society’s quarterly, STIRPES, and shall be announced in that issue
and the December issue.
Section 5. Payment
of Dues. Dues are payable initially
upon application for membership and annually thereafter by 1st
January. Current members who fail to
renew by 1st February are considered delinquent and their membership
shall be terminated on 1st April for non-payment of dues. There shall be no month-by-month membership,
except for new members who join after 1st January, who shall pay
dues prorated for the remaining months of their first membership year.
Section 6. Membership Cards. Membership cards shall not be issued. If requested in writing, a letter confirming
membership will be provided by the Treasurer.
Section 7. Resignation and Removal of Members. A
member may resign from the Corporation by delivering a written resignation to
the President or the Secretary, and thereupon membership shall terminate. Any member may be removed from membership or
from office for conduct detrimental to the interest of the Corporation by
affirmative vote of three-fourths (3/4) of the Board of Directors, registered
in person or by written ballot at any regular or special meeting called for
that purpose. Such member must be
notified in writing by certified or registered mail, at least thirty (30) days
prior to such meeting at which removal is to be proposed and voted upon. The member shall be entitled to appear before
and be heard at such a meeting.
Section 8. Libraries. There is no separate membership category for
libraries. Libraries may subscribe to
the quarterly and newsletters at a rate established by the Executive Board.
ARTICLE III
DISTRICTS
The Corporation
is a statewide organization, Representation on the Board of Directors shall be
accomplished by the election of representatives from distinct areas of the
State. The Board of Directors shall set
the number of such District Representatives and the district boundaries. The number may increase or decrease from time
to time provided there be no fewer than five (5) such representatives from
distinct areas of the State.
ARTICLE IV
ORGANIZATION AND OPERATION
Section 1. Annual Budget and Project Plan. The base operating document shall be the
Annual Budget and Project Plan, as approved by the Board of Directors. The plan shall list all official projects and
active committees of the corporation, designate responsible individuals, and
assign specific funding limits to each.
No Corporation member may commit resources in excess of such
limits. The Board of Directors may
revise the plan throughout the fiscal year, as necessary.
Section 2. Board of Directors. The Board of Directors shall develop overall
policies of the Corporation, establish committees, and perform other functions
as specified in these Bylaws. The voting
members shall be the seven (7) elected members of the Executive Board who are
the Officers of the Corporation, the elected District Representatives, and the
immediate Past President. The non-voting
members shall be all other former Presidents if they wish to serve.
Section 3. Qualification
of Elected Officers. No person shall
serve as an elected Officer who has not paid dues to the Corporation before
such dues become delinquent. All
Officers must have been a dues-paying member in good standing for at least one
(1) full year prior to being elected.
The President and President Elect shall have served on the Board of
Directors for at least one (1) full term, two years, prior to their election.
Section 4. Term of Office. Elected members of the Board of Directors
shall serve for a two-year term beginning on 1st January immediately
after election. Inasmuch as they are
elected for such two-year terms they shall pay their dues for the two-year term
immediately upon such election.
Appointed members of the Board of Directors shall serve for a one-year
term, or at the pleasure of the President.
Section 5. Executive Board. The Executive Board shall supervise the
Corporation’s activities and have full authority to direct its operations
between the annual Business Meetings of the general membership, and shall
consist of the following elected Officers.
A. President. The President shall: 1) preside at meetings
of the Board of Directors and Executive Board; 2) have and exercise general
charge and supervision of the affairs of the Corporation and shall do and
perform such duties associated with the office and as may be assigned by the
Board of Directors; 3) be an ex-officio member of all committees with the
exception of the Nominating committee: 4) approve or disapprove, and
counter-sign committee reports and meeting minutes: 5) review expenditures to
ensure they are within the limits of the approved Annual Budget and Project
Plan; 6) maintain the master file of past quarterlies and newsletters; 7) maintain an informal procedures book
containing memoranda about recurring actions
and key decisions in order to foster continuity in future years.
B. President Elect. The President Elect shall assist the
President in developing the Annual Budget and Project Plan and shall chair the
Budget and Project Committee. At the
request of the President or in the event of the absence or disability of the
president, the President Elect shall perform all the duties and possess and
exercise the powers of the President, and shall perform other duties as may be
assigned by the Board of Directors. The President Elect shall automatically
move into the position of President, when the acting President moves out of
office before completing the elected term, and shall automatically be nominated
for the position of President at the next scheduled election.
C. First Vice-President. The First Vice-President shall assist the
President in developing the membership of the Corporation and shall chair the
Membership Development Committee. The
First Vice-President shall move in succession to the office of the President
Elect should there become a vacancy.
D. Secretary. The Secretary shall: 1)take the minutes of
all Corporation meetings and shall be prepared to read such minutes at the next
meeting unless waived unanimously: 2) forward to the President within ten (10)
working days the minutes of any meeting for the President’s approval and
signature and upon direction of the President make and send copies to the
Executive Board and Board of Directors: 3) have charge of the Corporate Seal
and affix such seal to all approved minutes of the Corporation; 4) conduct all
correspondence of a general nature pertaining to the Corporation as directed by
the President and Board of Directors; 5) transfer all papers and the Seal at
the end of term of service at a place specified by the President, all such
papers to be jointly inventoried with and forwarded to the next Secretary, with
a signature receipt of such transfer forwarded to the President by the new
Secretary.
E. 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 an be responsible for all funds and securities of the
Corporation and shall: 1) receive monies due and payable from any source
whatsoever; 2) deposit or cause to be deposited all such monies in the name of
the Corporation in such banks or other depositories as provided by the
Executive Board; 3) in general perform the duties incident to the office of
Treasurer, and other such duties as may be assigned by the President of Board
of Directors; 4) maintain the financial records of the Corporation in such a
manner that inspection of such records may be made by any member upon submission
of a written request seven (7) days in advance, the inspection to be at a place
determined by the Treasurer; 5) maintain a file of current and past members and
the amount of dues paid, and photocopies of Life and Honorary Membership
Certificates issued; 6) maintain single-entry accounting records and a voucher
file documenting all membership certificates issued; 6) maintain single-entry
accounting records and a voucher file
documenting all disbursements; 7) make payments only for approved projects when
supported by a voucher; 8) receive purchases receipts/bills of sale for capital
equipment and indicate the make, model, and serial number when applicable; 9)
for each piece of Corporation property, maintain a file containing depreciation
schedules approved by the Board of Directors, and letters from persons having
possession of property indicating the exact location of the property; 10)
submit a signed Financial Statement at the end of each Quarter to the President for approval and
counter-signature; 11) submit a signed Financial Report to the President not
later than fifteen (15) days prior to each Annual Business Meeting and to the
Audit Committee at the end of each fiscal year; 12) co-sign all checks
over $100.00 with the President or other
officer designated by the Executive Board; 13)
transfer all papers at the end of term of service at a place specified
by the President, such papers to be jointly inventoried with and forwarded to
the next succeeding Treasurer, with a signature receipt of such transfer
forwarded to the President by the new Treasurer.
F. Historian. Historian shall perform such functions as are
assigned by the President or Board of Directors, and shall: 1) maintain a
scrapbook or notebook relating to the activities of the Corporation in such a
manner as to be an on-going history that covers the period from the annual
Business meeting through the following year; 2) prepare a report and display
for the Annual Business Meeting; 3) have custody of any objects of value that
belong to the Corporation, other than
capital equipment; 4) transfer all papers at the end of term of service at a
place specified by the President.
G. Archivist. The Archivist shall have charge of all such
minutes, documents, papers and books as the Board of Directors, these Bylaws,
and the law determine to be of permanent nature.
Section 6. Representatives. Representatives shall be elected to make up a
portion of the Board of Directors and shall be voting members. It shall be the duty of such representatives
to : 1) represent the Corporation within his or her district in which he or she
lives; 2) actively solicit membership; 3) contact each society in their
district; 4) assist genealogical organizations to find such needed assistance
as may be requested by such organizations; 5) answer correspondence from
researchers which pertain to their respective district. Representatives may not serve more than five
(5) consecutive terms, i. e., ten (10) years.
They are, however, eligible for nomination to other elected offices or
appointed positions. Representatives are eligible to receive an annual
allowance for administrative purposes, travel within their districts, and other
TSGS related activities. The allowance shall not be used for travel or lodging
expenses incurred during TSGS Annual Conferences or Board Meetings. Vouchers
for administrative reimbursement requests shall be based on current State of
Section 7. Immediate Past President. The immediate Past President shall assume the
role of advisor and consultant to the President and other Officers in carrying
out the activities of the Corporation and shall be a voting member of the Board
of Directors. At the request of the President he or she may preside over
special meetings, advisory boards, or committees.
Section 8. Former Presidents. All other former Presidents who qualify as
members of the Corporation shall be eligible to serve on the Board of Directors
if they so wish. Such former Presidents
shall not have a vote, but serve only in an advisory capacity.
Section 9. Appointments to the Board of Directors. The President, with the approval of the
Executive Board, may appoint certain members to the Board of Directors. These appointments may include, but are not
limited to the following.
A. Stirpes
Editor. The Stirpes Editor is
appointed by the President and shall be responsible for publishing and
distributing the quarterly publication, Stirpes, under the guidelines of
the Board of Directors. The Stirpes
Editor, if appointed, shall be a voting member.
B.
Web
Site Manager. The manager is appointed by the President and
shall be
responsible for operating the web site, in accordance with procedures
submitted to and approved by the Board of Directors. The Manager, if appointed, shall be a voting member.
C. Texas First Families
Director. The Director shall be responsible
for the Texas First Families Project, under the guidance of the Board of Directors. This person shall be a voting member.
D. Parliamentarian. The Parliamentarian may be a Corporation
member and therefore become a non-voting member of the Board of Directors,
however the President may elect to secure the services of a professional
parliamentarian for the Annual Business Meeting as the need arises. The fee for such a parliamentarian must have
approval of the Executive Board. The
parliamentarian must be present at the Board of Directors meeting held before
the Annual Business meeting and should be available to any Officer or Committee
Chairperson for consultation prior to the meeting.
Section 10. Attendance. Membership on the Board of Directors shall
automatically terminate if a Board Member misses three (3) consecutive meetings.
Section 11. Vacancies. Any vacancy, other than that of President,
occurring on the Board of Directors shall be filled by the Board of
Directors. A member selected to fill a
vacancy shall serve for the unexpired term of his or her predecessor.
Section 12. Reports. Each member of the Board of Directors,
including appointed members and Past Presidents, shall be prepared to make a
report at the Board of Directors meeting preceding the Annual Business Meeting
and will submit a written report to the President, which will be forwarded with
the President’s Report to the Secretary and shall become part of the
Corporation’s records.
ARTICLE V
COMMITTEES
Section 1. Committee Membership. Committee membership shall be open to all
members of the Corporation. Special
advisors and ex-officio members may serve on committees but shall have no vote.
Section 2. Term of Service. Each committee member will continue to serve
until such committee shall be either terminated, or unless such member be
removed from such committee or cease to qualify as a member. Vacancies shall be filled by appointment by
the President, for the unexpired part of the term.
Section 3. Rules.
Each committee may adopt rules for its own operation that are not
inconsistent with these Bylaws or the rules adopted by the Board of Directors.
Section 4. Standing Committees. The Board of Directors may designate one or
more standing committees. The funding
limit for each committee shall be established in the Annual Budget and Project
Plan. Committees are not authorized on
their own authority to commit time, funds, or property of the Corporation, or
establish policy. The President shall
appoint the members of the committees, which shall include but not be limited
to:
A. Budget and Projects
Committee. The President shall appoint
the committee, to be chaired by the President Elect. The Treasurer may be a member of the
committee. The committee shall develop the Annual Budget and Project Plan.
B. Membership
Development Committee. The President
shall appoint a Membership Development Committee, to be chaired by the First
Vice-President. The committee shall
coordinate Corporation efforts to develop the general membership.
C. Writing Awards
Committee. The President shall
appoint the committee and designate one member as chairperson. Nominees for awards shall be approved by the
Board of Directors prior to their notification.
Recipients will be notified before the meeting at which recognition is
to be made.
D. Honors Committee. The President shall appoint the committee and
designate one member as the chairperson.
Nominees for honors shall be approved by the Board of Directors prior to
their notification. Recipients will be
notified before the meeting at which recognition is to be made.
E. Nominating Committee. The President shall nominate for approval by
the Board of Directors five (5) members to serve on the Nominating
Committee. This committee shall present
nominations for Officers and District Representatives during the Annual
Business Meeting.
F. Audit Committee. The President shall appoint an Audit
Committee of at least three (3) Board of Directors members and shall designate
one of them as chairperson thereof. The
President shall be an ex-officio member.
The committee shall meet on call of either the President or the
Chairperson of the committee. Audits
shall be conducted annually, as of the close of the fiscal year; upon change of
the President or Treasurer; or at other times as directed by the Board of
Directors. The Audit Committee shall: 1)
receive the Annual Financial Statement from the Treasurer; 2) examine
accounting ledgers, vouchers files, check registers, canceled checks,
membership lists, and documents maintained by the Treasurer to determine their
accuracy; 3) ascertain the balance of Corporation funds and assets; 4) submit
an Audit Report to the President within thirty (30) days after the end of the
fiscal year.
Section 5. Special
or Ad hoc Committees. The President
shall have the authority to designate and appoint ad hoc committees for special
functions and terminate such committees after they have served their
purpose. The committees may include but
not be limited to:
A Annual Business
Meeting and Conference Committee.
B. Open Records Committee.
C. Speakers Bureau
Committee.
D. Special Projects Committee.
E.
Web Site Committee.
F.
Pioneer Certificates Committee.
G.
Bylaws Revision Committee.
H.
Publications Acquisition Committee.
I.
Historical Preservation Committee.
ARTICLE VI
MEETINGS
Section 1. Conduct of Meeting. All Corporation meetings shall be governed by
Robert’s Rules of Order Newly Revised as modified by these
Bylaws and the Board of Directors.
Section 2. Annual Business Meeting. Voting members of the Corporation shall be
called to meeting at least once each calendar year for the purpose of
conducting such business as may come before the Corporation. The date and place
of the Annual Business meeting shall be determined by the Board of Directors. Announcement of the meeting shall be
published in the quarterly at least (60) days prior to such annual meeting.
Section 3. Conference, Seminars and Workshops. The Board of Directors may conduct, or cause
to be conducted, various conferences, seminars, and workshops, including one to
be held immediately before or after adjournment of the Annual Business Meeting.
Section 4. District Meetings. Meetings may be held within the State of
Section 5. Special Meetings. Special meetings of the members may be called
by the President, the Board of Directors, or by not less than one-tenth (1/10)
of the current members. Notice of such
special meetings must be sent to the members, or published in the quarterly,
not less than ten days nor more than one hundred twenty (120) days prior to
such called meeting.
Section 6. Board Meetings. The Board of Directors and Executive Board
shall meet as frequently as the business of the Corporation may require. The Board of Directors must meet annually
prior to the Annual Business Meeting.
The Executive Board must meet at least twice a year. The business of the boards must be recorded
in detail in the minutes of the board and retained for the Corporation by the
Secretary.
ARTICLE VII
QUORUM, VOTING, ELECTIONS
Section 1. Quorums. At any general meeting of the Corporation,
the presence of ten (10) members in person shall be necessary to constitute a
quorum for all purposes, except as otherwise provided, and a vote of a majority
of those members present shall be required on all matters, except as may be
otherwise specifically provided by these Bylaws. At any meeting of the Board of Directors,
one-half (½) of the members in person shall be necessary to constitute a
quorum. At any meeting of the Executive
Board, two-thirds (2-3) of the members in person or by teleconference shall be
necessary to constitute a quorum.
Section 2. Voting. At every meeting each member present shall be
entitled to one (1) vote except Honorary Members and Associate Members who may not
vote.
Section 3. Elections. At each election meeting the President shall
appoint an Election Captain for the purpose of ascertaining a true and correct
count. The Nominating Committee shall present nominations during the Annual
Business Meeting, after which further nominations, with the consent of the
nominee, may be received from the general membership. When the nominations are closed a vote shall
be taken and the Election Captain’s findings shall be reported to the
assembled body. Persons receiving the
greatest number of votes for each office shall be declared elected and the
results will be recorded in the Minutes of the Annual Business Meeting.
ARTICLE VIII
EXECUTIVE DIRECTOR AND STAFF
The Board of Directors
shall have the authority to engage the services of an Executive Director to
carry out the organization, administration, and coordination of the
Corporation’s activities. Such
Executive Director shall be the chief operating officer of the Corporation and
shall serve at the pleasure of the Board of Directors. In accordance with an agreement negotiated by
the Board of Directors, the Executive Director shall have the authority to
manage and direct the operations of the Corporation, including the power of
appointing and discharging the professional staff and all employees of the
Corporation according to the policies established by the Board of Directors.
ARTICLE IX
RECORDS MANAGEMENT
Section 1. Official Files. The official files of the Corporation are the
following: 1) Charters from the State of Texas; 2) Documents establishing
tax-exempt status with the State or the United State Government; 3) Bylaws; 4)
Annual Budget and Project Plans; 6) Minutes of Annual Business Meetings; 6)
Minutes of Executive Board Meetings; 7) Minutes of Board of Directors Meetings;
8) Membership Lists; 9) Copies of Life and Honorary Membership Certificates;
10)Accounting Records and supporting Vouchers Files; 11) Quarterly Financial
Statements; 12) Audit Reports with attached Annual Financial Reports; 13)
Capital Equipment Records; 14) Texas State Genealogical Society’s Scrapbooks; 15) Quarterlies and Newsletters.
Section 2. Files Retention. The above files will be closed-out on the 31st
of December. Current and previous year
files will be retained by the applicable Officer or Committee Chairperson. Older files will be boxed, labeled, and
transferred to the Archivist. The
Executive Board may authorize funds to defer storage costs. Files three (3) years old will be reviewed by
the Executive Board and documents not required for legal or tax purposes will
be disposed of, except for the following permanent files; 1) Charters and
Papers establishing Tax-exempt Status; 2) Past Annual Budget and Project Plans;
3) Past Minutes of Annual Business, Executive Board, and Board of Directors
Meetings; 4) Past Audit Reports and Annual Financial Reports; 5)Copies of Life
and Honorary Membership Certificates; 6) Texas State Genealogical
Society’s Scrapbooks; 7) Past Quarterlies and Newsletters.
ARTICLE X
FULL DISCLOSURE
In order to
ensure that members are adequately informed of decisions made, along with the
associated cost, the following shall be published in Stripes; the Annual
Budget and Project Plan; minutes of the Annual Business Meeting and the
Executive Board and Board of Directors meetings; and the Annual Audit Report
and Financial Statement.
ARTICLE XI
PROHIBITED ACTIVITIES
Section 1. Endangering Tax-exempt Status. No member or employee of the Corporation
shall take any action or carry on any activity on behalf of the Corporation
that would place the Corporation in jeopardy as to its tax exempt status with
the State of
Section 2. Prohibition Against Indicating Affiliation. No member or activity which engages in the
collection of funds for services of any kind may indicate an affiliation with
the Corporation, or use the Logo, Seal, equipment, data, or funds of the
Corporation without the prior written approval of the Board of Directors.
Section 3. Prohibition
Against Sharing in Corporation Earnings. No member or employee or any
person connected with the Corporation, or any other private individual shall
receive at any time any of the net earnings or pecuniary benefit from the
operation of the Corporation, provided that this shall not prevent the payment
to any such person such reasonable compensation for services to the
Corporation. No such person or persons
shall be entitled to share in the distribution of any of the Corporate assets
upon the dissolution of the Corporation.
ARTICLE XII
DISSOLUTION
If members of the
Corporation shall deem, consent, and agree, that dissolution of the
Corporation, be it voluntary or involuntary, be necessary, the assets of the
Corporation, after all debts have been satisfied, shall be distributed,
transferred, conveyed, delivered, and paid over in such amounts as the Board of
Directors may determine or as may be determined by a court of competent
jurisdiction upon application of the Board of Directors, exclusively to
genealogical, historical, literary, or educational organizations which would
then qualify under the provisions of Section 501 (c) (3) of the Internal
Revenue Code and its Regulations as they now exist or as they may hereafter be
amended.
ARTICLE XIII
AMENDMENTS
These Bylaws may
be altered, amended, revised, or repealed at any meeting of the members of The
Corporation by a majority vote of all members present and voting or by written
ballot provided that the proposed action is announced to the membership no
later than the September publication of Stripes.
These Bylaws
supercede all Bylaws, Amendments and Revisions to date.
Amended
Scott Fitzgerald,
President 2007