Marin County Genealogical Society
 
HTML clipboard

BYLAWS

OF

THE MARIN COUNTY GENEALOGICAL SOCIETY


These Bylaws supersede any and all previous Bylaws.


ARTICLE I: NAME

Section 1.     The name of this Society shall be MARIN COUNTY GENEALOGICAL SOCIETY and it shall be hereinafter referred to as the Society.


ARTICLE II: PURPOSES AND OBJECTIVES

Section 1.     The purposes and objectives of the Society shall be to fill the need for local access to genealogical and biographical materials and instruction:

                     A)      To promote interest in genealogical and related historical and biographical research.

                     B)      To provide instruction in research techniques involving evidence, proof, and documentation, stressing accuracy and ethics.

                     C)     To accumulate and preserve manuscripts, documents, records, family histories and other genealogical holdings through the establishment of a genealogical library.

                     D)     To serve as a medium for sharing knowledge, and educational and social activities.

                     E)      To encourage compilation and publication of records, family histories and biographies.


ARTICLE III: NOT-FOR-PROFIT STATUS

Section 1.     The Society shall be operated as a not-for-profit corporation under laws of the State of California

Section 2.     No part of the net earnings or assets shall accrue to the benefit of any officer, director or member.


ARTICLE IV: DISSOLUTION

Section 1.     Upon dissolution, all assets of the Society shall be transferred to another not-for-profit corporation.


ARTICLE V: FISCAL YEAR

Section 1.     The fiscal year of the Society shall begin the first day of January and end on the last day of December in each year.


ARTICLE VI: DISPOSITION OF FUNDS

Section 1.     Any officer, director at large, committee chair or other member of the Society who receives funds on behalf of the Society is to turn them over without delay to the Treasurer with an explanation of their origin.


ARTICLE VII: LOCATION

Section 1.     The principal office of the Society shall be in the County of Marin, State of California.


ARTICLE VIII: MEMBERSHIP

Section 1.     Members shall be accepted upon submission of a completed application and payment of dues.

Section 2.     The types of membership are to be defined by the Board of Directors.

Section 3.     The memberships of those accepted in the Society prior to January 1, 1978 are known as charter members.


ARTICLE IX: THE BOARD OF DIRECTORS

Section 1.     The activities and affairs of the Society shall be conducted and all corporate powers shall be executed by or under the direction of the Board of Directors.

Section 2.     MEMBERSHIP. The Board of Directors shall consist of all six (6) elected officers, and five (5) directors at large elected from the general membership for a total of eleven (11).

                     A)      Positions of directors at large may be shared by two people at the discretion of the Board of Directors, in which case the Board of Directors shall designate one as the primary office holder for voting purposes.

                     B)      In the absence of the primary, the alternate may vote.

Section 3.     STATUS. All officers and directors at large shall, at all times during their term of office, be members in good standing, over the age of eighteen (18) years, whose principal place of residence or employment is located within Marin County.

Section 4.     FEES AND COMPENSATION. The officers and directors at large shall receive no fees nor compensation, for their services.

Section 5.     REIMBURSEMENTS. Officers and directors at large may be reimbursed for expenditures and expenses incurred for the best interest of and for the benefit of the Society.

Section 6.     MEETINGS. Regular meetings of the Board of Directors shall be held at least quarterly. Time and date of meetings are set forth in the Standing Rules. Any member of the Society may attend Board meetings but will be excused during closed sessions.

Section 7.     PROXIES. No proxies shall be recognized in voting.

Section 8.     QUORUM. For all purposes a quorum shall consist of five (5) Board members in attendance at the time of the vote.

Section 9.     TRANSITION. Each officer and director at large shall deliver to his or her successor within thirty (30) days after election, all records and property of the Society in his or her custody.

Section 10.   DISMISSALS. The un-excused missing of three (3) scheduled Board meetings can be considered a basis for dismissal from the Board. The action for dismissal shall be taken only at a scheduled meeting of the Board.

 

Section 11.   REMOVAL FROM OFFICE. Officers and directors at large may be removed from office for unwillingness or inability to perform the designated duties of the office for which they were elected. The Board member or officer shall be deemed to have been withdrawn from office if said member or officer dies, resigns, is adjudged mentally incompetent by a court of law, is convicted of a felony, is convicted of any breach of a duty arising under the California Corporations code, ceases to be qualified to serve as an officer or director at large by reason of having neither her/his principal place of residence nor employment located within the County of Marin, is no longer a member in good standing, or for just cause, as determined by the Board of Directors. Said officer or director shall have notice in writing thirty days prior to the action meeting and have the opportunity to be heard at such meeting. Removal requires a two-thirds affirmative vote of the members present at the Board of Directors meeting.

Section 12.   VACANCIES. A vacancy on the Board shall be deemed to exist when the actual number of officers or directors at large is less than the authorized number for any reason.

                     A)      It shall be the duty of the Board to declare the vacancy at the first regular Board meeting following the discovery of the existence of the reason for the vacancy.

                     B)      A vacancy on the Board shall be filled by appointment by the president and approved by a vote of the Board. The officer or director at large so selected shall hold office until the expiration of the term of the person he/she replaced.

Section 13.   POWERS OF APPROVAL.

                     A)      The Board of Directors shall approve the appointment of all committees, and specifically:

                              1)     The Board of Directors shall approve the appointment of a Nominating Committee by or in January of each year.

                              2)     The Board of Directors shall approve the appointment of a two (2) member Auditing Committee by or in April of each year.

                     B)      The Board of Directors shall authorize expenditure of funds.

                     C)     The Board of Directors shall discuss and approve the annual budget for each fiscal year. See the section on the Treasurer.

Section 14.   GIFTS. The Board of Directors may accept on behalf of the Society any contributions, gifts or bequests.

                     A)      No individual or officer may bind the Board to accept any offered gift.

                     B)      Any conditions attached to the gift shall be recorded in the minutes of said meeting

Section 15.   RIGHTS OF INSPECTION. Every officer and director at large shall have the right at any reasonable time to inspect the books, the records and documents, and the physical properties of the Society.

                     A)      Any copies made will be at the expense of the requestor.


ARTICLE X: OFFICERS

Section 1.     The elected officers shall consist of a president, first vice president, second vice president, secretary, treasurer and registrar.

                     A)      Positions of officers may be shared by two people at the discretion of the Board of Directors, in which case the Board of Directors shall designate one as the primary office holder for voting purposes.

                     B)      In the absence of the primary, the alternate may vote.  

                     C)     If any officer should be absent or otherwise unable to act, the president may appoint another Society member to perform their duties, subject to the approval of the Board.

Section 2.     TERM. The term of office is one year for each officer and two years for each director at large.

                     A)      The president and vice presidents shall be ineligible to serve more than two consecutive terms in the same office, except under extenuating circumstances, as approved by the Board.

                     B)      No director at large shall serve more than two consecutive terms, except under extenuating circumstances, as approved by the Board.

                     C)     Term limitation applies to the office, not the individual. An individual may extend her/his service on the Board by holding a different office.

                     D)     The officers shall be elected in at the Annual Meeting in April, and installed at the May meeting, which is the expiration of the present term.

                     E)      A majority of votes of active members present at the April meeting shall elect.


ARTICLE XI: DUTIES OF OFFICERS

Section 1.     THE PRESIDENT SHALL:

                     A)      Be the principal executive officer and the official spokesman for the Society.

                     B)      Preside at all regular meetings of the Society and the Board of Directors.

                     C)     Appoint, with the approval of the Board of Directors, all committees.

                     D)     Be a signatory on all bank accounts.

                     E)      Be an ex-officio member of all committees.


 

Section 2.     THE FIRST VICE PRESIDENT SHALL:

                     A)      Have all the duties and powers of the president in the absence of or the inability of the president to act.

                     B)      Automatically assume the presidency should the office become vacated.

                     C)     In the absence of the president, preside at all regular meetings of the Society and the Board of Directors.

                     D)     Serve as chair of one of the standing committees.

                     E)      Participate in special assignments in assistance to the president.

                     F)      May be a signatory on the Society’s bank accounts.

 

Section 3.     THE SECOND VICE PRESIDENT SHALL:

                     A)      Automatically assume the first vice presidency should the office become vacated.

                     B)      In the absence of the president and the first vice president, preside at all regular meetings of the Society and the Board of Directors.

                     C)     Have all the duties and powers of the first vice president in the absence of the first vice president.

                     D)     Serve as chair of one of the standing committees.

                     E.)     Participate in special assignments in assistance to the president.

                     F)      May be a signatory on the Society’s bank accounts.

 

Section 4.     THE SECRETARY SHALL:

                     A)      Keep a minute book of the proceedings of all of the regular business and Board meetings of the Society.

                     B)      Have custody of the Charter, Articles of Incorporation, and other Society documents.

                     C)     Keep a list of the chairs and members of all committees

                     D)     Handle general correspondence of the Society.

                     E)      Sign with the president all official documents.

                     F)      May be a signatory on the Society’s bank accounts.

 

Section 5.     THE TREASURER SHALL:

                     A)      Be bonded at the discretion of the Board of Directors.

                     B)      Keep accurate records.

                     C)     Receive and be responsible for funds received by the Society.

                     D)     Deposit funds in the bank(s) or other financial institutions(s) approved by the Board of Directors.

                     E)      Pay bills and make purchases in accordance with procedures approved by the Board of Directors.

                              1)     Concerning financial accounts, there are to be no more than three (3) authorized

signatories at any given time: the primary signatory shall be the treasurer, the secondary signatory shall be the president, and the third signatory will be chosen from either of the offices of vice presidencies or the secretary, dependent upon what is in the best interest of the Society, as determined by the Board of Directors.

                              2)     Checks require two (2) signatures.

                              3)     Under no circumstances are there to be blank checks signed.

                     F)      Submit financial statements to the Board of Directors at their meetings and an annual report, based on the prior fiscal year, at the Annual Meeting in April.

                     G)     On no less than an annual basis, submit a financial statement for publication in the Society’s quarterly publication, the Marin Kin Tracer.

                              1)     This shall coincide with the issue closest to the Annual Meeting.

                     H)     Cause to be prepared an annual budget to be submitted at the Board of Directors meeting in November of each year, for their discussion and approval.

                     I)       Fully cooperate in the annual audit.

                     Section 6.  THE REGISTRAR SHALL:

                     A)      Be responsible for reporting all membership dues.

                     B)      Notify members when in arrears.

                     C)     Keep on file all membership applications.

                     D)     Keep an up-to-date roster of the members of the Society.

                     Section 7.  DIRECTORS AT LARGE SHALL:

                     A)      Attend all Board meetings.

                     B)      Be active participants in the Society

                     C)     Serve on a minimum of one committee.

                     D)     Participate in special assignments in assistance to the president.

                     E)      Not be a signatory on the bank accounts.


ARTICLE XII: GENERAL MEMBERSHIP MEETINGS

Section 1.     The Society shall meet no less than quarterly.

Section 2.     The regular meeting in April shall be known as the Annual Meeting and shall be for the purpose of electing officers and conducting any other business that may arise.

                     A)      The meeting will be held the fourth (4th) Wednesday of April, at 7:30 p.m.

Section 3.     Members present at any regularly scheduled general membership meeting will be deemed a quorum for purposes of business conducted at that meeting.

Section 4.     No proxies shall be recognized in voting.

Section 5.     Each member or institution shall be entitled to one vote.


ARTICLE XIII: STANDING RULES

Section 1.     The Standing Rules of the Society shall contain such rules of a continuing nature as may be adopted by a majority vote at any Board meeting without previous notice.

Section 2.     If notice of the proposed action was given at a previous meeting, or in the call for the present meeting, the rules may be rescinded or amended by a majority vote.

Section 3.     Rules may be suspended at any meeting by a majority vote.


ARTICLE XIV: FEES AND DUES

Section 1.     The Board of Directors may determine without prior notice from time to time the amount of initiation fees, if any, and the annual dues payable to the Society by members.

Section 2.     Dues shall be payable yearly on such date as is prescribed by the Board of Directors.

Section 3.     Membership in the Society shall be terminated if annual dues are not paid within ninety (90) days of the date due.


ARTICLE XV: DISCIPLINE OF A MEMBER

Section 1.     All grievances shall be presented in writing to the president who shall bring them to the Board for immediate consideration.

Section 2.     Any member who conducts himself or herself in a way that is disruptive or disturbs the harmony of the society, injures its good name, interferes with its work or credit, or acts in a manner that is detrimental to the Society, may, upon charges being filed, be reprimanded, suspended or expelled from the Society by a majority vote of the Board of Directors.

Section 3.     A member against whom a charge is filed shall be informed in writing of such charges at least ten (10) days prior to the action meeting and shall have full opportunity to be heard in person prior to the vote.


ARTICLE XVI: CHANGES IN BY-LAWS

Section 1.     The By-Laws can be amended by a majority vote of members present at a regularly scheduled general meeting after thirty (30) days written notice.

Section 2.     Content of the proposed amendment shall be mailed to the membership no less than thirty (30) days prior to the meeting.



Approved by the Board on August 13th, 2003.




____________________________

Cathy Gowdy

Acting President



Passed by the membership on September 24th, 2003




________________________________________

Acting Secretary

Powered by Wild Apricot Membership Software