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Our Bylaws |
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BYLAWS OF THE SHENANDOAH VALLEY GENEALOGICAL SOCIETY ARTICLE 1 NAME, PURPOSE, AND POLICIES Section 1. The name of the organization shall be the Shenandoah Valley Genealogical Society, Incorporated. Section 2. The purposes of the Society shall be as follows:
Section 3. The Society is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 4. Any member of the public interested in genealogy is welcome to attend any regularly scheduled meeting held there, as a visitor. Section 5. The name of the Society, or the names of any members in their official capacities, shall not be used in connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to the purposes of the Society as stated in Section 2 of this Article. ARTICLE II MEMBERSHIP AND DUES Section 1. Membership shall be available to all those with an interest in genealogy and who subscribe to the purposes of the Society as stated in Article I of these bylaws, without regard to sex, race, age, religion, or physical or mental handicap. Section 2. The categories of membership shall be as follows: A. MEMBER. One or more persons, living in the same household, who meet the requirements of Section 1 of this Article and make payment of the Society dues as specified in Article II, Section 5. B. HONORARY MEMBER. Honorary membership is bestowed on an annual basis for significant service to the Society. Nominations for such membership must be approved by a two-thirds vote of the Board of Directors and confirmed by a simple majority of those members present and voting at the next regularly scheduled meeting. Section 3. Society members shall have the right to vote (one vote per member) for Society officers, hold any elected or appointed office in the Society, and participate in all Society activities. Section 4. Membership shall be for the Society fiscal year. (See Article IX, Section 1) Section 5. Annual dues shall be $20 per member. Any change to the annual dues may be approved by two-thirds vote of the members present and voting at a regular or special meeting of the Society. Section 6. Membership dues shall not be refunded for any reason, including resignation, death, or dismissal from the Society. Section 7. Membership shall cease through the resignation of the member or failure to pay the required membership dues within three months of the beginning of the fiscal year. Section 8. Any member may be dropped from membership in the Society for deliberate actions detrimental to the welfare or the good name of the Society by a vote of two-thirds of the total members of the Board of Directors. Such action may be appealed to the Society members by written petition within ninety days after written notification of the Board of Directors’ action. A two-thirds vote of the members present and voting at a regular meeting of the Society will be required to overrule the decision of the Board of Directors. ARTICLE III. OFFICERS Section 1. The duties of the officers shall include, but not be limited to, the following: A. PRESIDENT. The President shall be responsible for administering the business of the Society and exercising direction consistent with these Bylaws. The President shall be the official spokesman of the Society and shall be responsible for calling and presiding at all meetings of the Society and the Board of Directors. The President shall serve as an ex-officio member of all committees, except the Nominating Committee. B. VICE PRESIDENT. The Vice President shall perform all of the duties of the President in the absence of, or at the request of, the President and shall serve as the President until the next regular election of officers, should that office become vacant. The Vice President shall perform such other duties as may be assigned by the President or the Board of Directors. C. SECRETARY. The Secretary shall be responsible for preparing the minutes of the Board of Directors’ meetings and the Society’s meetings and shall maintain other permanent records and a current inventory of the property of the Society. The Secretary shall preside at Society meetings in the absence of both the President and the Vice President. D. TREASURER. The Treasurer shall collect all Society dues and other moneys received by the Society, and shall deposit all Society moneys in the name of, and to the credit of, the Society in such financial institution(s) as the Board of Directors may designate. The Treasurer shall disburse and keep an accounting of all moneys of the Society and shall submit a statement of accounts to the Board of Directors at each meeting of the Board and at such other times as the Board shall specify. The Treasurer shall have custody of the financial records of the Society and shall make them available for audit. The Treasurer shall prepare an annual financial statement for the Society. The Treasurer will comply with applicable state and federal regulations for nonprofit organizations. The Treasurer shall prepare the annual budget in sufficient time to be approved prior to the start of the fiscal year. Section 2. The term of office for the officers shall be one year. No member may be elected to serve more than three consecutive terms in the same office. Section 3. The President shall appoint a person to serve in any office that becomes vacant or temporarily vacant due to illness or extended absence. The term of the person selected to fill the vacancy shall not extend beyond the end of the term of the person who vacated the office. Such appointment or temporary appointment must be confirmed by a majority of the members present and voting at the next Society meeting. ARTICLE IV. BOARD OF DIRECTORS Section 1. The members of the Society’s Board of Directors shall be as follows:
Section 2. The Board of Directors shall meet at least quarterly at the call of the President. Any four members of the Board, by written request, may demand a special meeting of the Board. Upon such demand, the President shall call a meeting within seven days of his receipt of the request. A quorum for the conduct of business at any Board meeting shall be a simple majority of the members of the Board. No member of the Board shall have more than one vote, regardless of the number of positions held. Section 3. The Board of Directors shall administer and manage the business and affairs of the Society and shall be responsible for establishing policies and furthering Society purposes. The Board shall approve all committee and officer budgets and all individual expenditures not already approved as part of a committee or officer budget. The Board shall initiate an annual financial review or audit of the Society’s financial records. Section 4. A Board member must be a current member of the Society. Any member of the Board being absent from three consecutive Board meetings, without acceptable reason as determined by a simple majority of the total Board membership, shall be considered as having resigned from the Board. After the second absence, the President shall remind the member of this Section. Section 5. Any member of the Board of Directors charged with actions in violation of these bylaws or acts contrary to the interests of the Society may be removed from office at any regular meeting of the Society by a two-thirds vote of members present and voting. ARTICLE V. NOMINATIONS AND ELECTIONS Section 1. A nominating committee, consisting of three members, shall be appointed by the President, with the advice and consent of the Board of Directors, at least 60 days prior to the November membership meeting. Section 2. The Nominating Committee shall prepare a single slate of officers to be voted on by the membership at the election meeting and shall cause its report to be transmitted to the membership not later than the regularly scheduled meeting preceding the election meeting. Section 3. Opportunity shall be given at the election meeting for additional nominations to be made from the floor. Section 4. No nominees shall be named, either by the nominating committee or from the floor, without their consent and acknowledgment of ability to serve. Section 5. New officers shall be elected by a majority of the members present and voting at the election meeting. Section 6. Following the election, the Secretary shall inform all persons elected of their election and shall provide new members of the Board of Directors with copies of the Society’s Bylaws and the latest Treasurer’s Report. The Secretary shall also cause the election results to be publicly displayed for the membership in the newsletter and in such other media as shall be deemed appropriate. Section 7. New members of the Board of Directors shall assume their positions at the beginning of the fiscal year following the meeting at which they are elected. Outgoing Board members shall turn over any files or records pertaining to their positions to their successors by the end of the fiscal year. ARTICLE VI. SOCIETY MEETINGS Section 1. Regular Society meetings shall be held at a time and place to be determined by the Board of Directors. Special meetings may be called at other times. Section 2. The annual election meeting shall be held in November unless otherwise specified by the Board of Directors. Section 3. At all regular and special meetings of the Society, fifteen percent of the voting members shall constitute a quorum for the transaction of business. ARTICLE VII. STANDING COMMITTEES Section 1. The President, with the advice and consent of the Board of Directors, may appoint persons to serve as standing committee chairmen, subject to confirmation by a majority vote of the members of the Society present and voting at a regular meeting. These persons shall serve as Board members with the responsibilities and privileges as described in Article IV. The terms of Standing Committee chairmen shall expire at the end of the fiscal year. They may be reappointed by the newly elected President. Section 2. The Society’s standing committees shall be as follows: A. MEMBERSHIP COMMITTEE. The Membership Committee shall be responsible for maintaining records of all active members and prepare rosters and membership materials for distribution. In addition, for membership meetings, the committee shall be responsible for hospitality, to include greeting, recording of attendance, refreshments, and assisting newcomers with applications for membership. B. PROGRAM COMMITTEE. The Program Committee shall, in coordination with other affected committees, schedule all meetings and events, and arrange for guest speakers, necessary rooms and equipment, and the set up of equipment. The committee shall encourage, promote and provide for the training of the Society’s members in adherence to the principles of accuracy and thoroughness in research, foster careful documentation and otherwise promote scholarly authorship. The Program Committee shall develop, coordinate, promote and present a series of courses and classes on relevant topics. The committee shall coordinate and promote the attendance of Society members at educational classes, courses, symposia, and conferences offered by local and national genealogical organizations; and perform such other tasks and services relating to training and education matters as shall from time to time be ordered by the Board of Directors. The Program Committee shall provide necessary liaison with the Friends of Handley Regional Library and other governmental entities, which may have regulations and policies that may impact on the Society. C. PUBLICITY COMMITTEE. The Publicity Committee shall keep the members and local community aware of the Society’s monthly meetings through media announcements, distribution of flyers to libraries and other genealogical repositories and by such other means as will provide information on the Society and its monthly programs. The Committee shall publish and distribute to Society members and other genealogical and interested organizations, a newsletter to inform them of Society activities and other matters of genealogical interest. D. PROJECTS COMMITTEE. The committee shall plan and coordinate projects that will enhance an interest and knowledge in genealogical matters and assist not only members of this Society but also others from afar who may be seeking information available in the Society's area of interest. Section 3. Teams or subcommittees may be established by standing committee chairmen as required to carry out applicable committee functions. The standing committee chairman shall approve all subcommittee projects and activities, subject to the approval of the Board of Directors. Section 4. All committee chairmen shall maintain complete records of committee activities and turn them over to succeeding chairmen by the end of the fiscal year. They should also maintain an ongoing inventory of Society property within their control and provide the Secretary with an up-to-date copy. ARTICLE VIII. SPECIAL COMMITTEES Section 1. As need arises for special committees, the President, with the advice and consent of the Board of Directors, shall appoint a chairman and assign responsibilities. Section 2. Unless a shorter term is specified at the time of appointment, all special committee appointments shall expire at the expiration of the term of the President who makes the appointments. Section 3. The Society’s special committees shall include the following: A. REVIEW AND AUDIT COMMITTEE. The Review and Audit Committee shall be responsible for fiscal analysis, and the conduct of an annual reviews or audit of the Society’s accounts. The review or audit must be completed by one month following the end of the fiscal year. Procedures that the Treasurer establishes for maintaining the Society’s financial records and all the financial reports are subject to review by the Committee. The Committee shall conduct a review of the Society’s bylaws and recommend necessary changes. The Committee will consist of the Chairman, the Treasurer and one other person. The Committee shall recommend fiscal policies to the Board. B. AWARDS COMMITTEE. The Awards Committee shall establish and maintain a program of awards to deserving members of the Society and to nonmembers who have made significant contributions to the Society. The Committee operates under guidance approved by the Society’s Board of Directors. The decisions on the type, nature, contents, and recipients of the awards, however, shall be made by the Committee, independent of the Board. The President’s Award for Meritorious Achievement requires the approval of the President and the Awards Committee Chairman. Awards may be made at any time. C. RECORDS COMMITTEE. The committee shall acquire and donate genealogical materials, consisting of books, periodicals, pamphlets, and other materials, purchased by the Society or contributed by members and other organizations. Obtain and publicize, on a continuing basis, lists of books and materials, which the Society has made available to members and organizations. ARTICLE IX. FINANCIAL MANAGEMENT Section 1. The Society’s fiscal year shall be from 1 January to 31 December. Section 2. When the President may direct, each committee chairman shall submit a proposed budget for committee activities for the year, detailing briefly the amount desired and the purpose for which the money will be expended. Section 3. The Board of Directors shall approve an annual budget for the Society providing a specific amount for each committee or officer requiring Society funds. Section 4. Except for moneys donated for specific purposes, Committee chairman may authorize expenditures, not already included in the annual budget, only if approved by the Board of Directors, and only up to the amount and for the purposes approved by the Board. Money donated for specific purposes should be reported to the Treasurer and expended only for the purpose of the donation . ARTICLE X. PARLIAMENTARY AUTHORITY The latest edition of Robert’s Rules of Order, shall govern the Society in all cases in which it is applicable and in which the rules are not in conflict with these Bylaws. ARTICLE XI. AMENDMENTS Section 1. Amendments to the bylaws may be made as follows: A. Amendments to these bylaws may be originated by the Board of Directors, the Rules Committee, or by petition signed by at least ten Society members. Amendments originated by the Rules Committee shall be approved by the Board of Directors prior to their being submitted to the membership. B. Any amendment originating outside the Rules Committee shall be submitted to that committee in writing for review and refinement into parliamentary language. The committee, in so doing, shall not change the essence of the proposal. The proposed amendment shall then be referred, with any recommendations, to the President for transmission to the Board of Directors for its recommendation, and must be submitted to the entire membership of the Society in accordance with Section 2, below. Section 2. Proposed amendments shall be reported to the entire membership in writing at least three weeks prior to the meeting at which they will be considered. Approval of amendments to the Bylaws requires a two-thirds vote of the members present and voting at the meeting. Section 3. Amendments shall become effective upon adoption, unless otherwise specified in the amendment(s). ARTICLE XII. DISSOLUTION A. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. B. The organization's assets shall be distributed to other tax-exempt organization(s), as may be selected by the Board."
Approved by the Society at its meeting on 5 November 2003. Amended on 17 February 2005. |
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