St. Louis Genealogical Society Bylaws
Amended 1 November 2014

I. Identity
Section 1––Name: The name of the organization shall be the St. Louis Genealogical Society, hereinafter referred to as the Society.

Section 2––Mission: The Society promotes family history research by providing educational and research opportunities, offering community services in related fields, and collecting, preserving, and publishing genealogical and historical records.

II. Business Site
The principal office of the Society shall be within the City or County of St. Louis, Missouri, at a location selected by the Board of Directors (Board).

III. Board of Directors
Section 1––Composition: All Board members shall be active members of the Society. The Board shall be comprised of five (5) elected officers: president, vice-president-programs, vice-president-membership, treasurer, and secretary who make up the executive committee. An additional, six (6), eight (8), or ten (10) persons may be appointed to the Board by a majority vote of the executive committee. The composition of the appointed Board members shall be outlined in the Policies and Procedures Manual.

Section 2––Meetings and Quorum: The Board shall meet a minimum of four times a year on dates it shall approve. A quorum of the Board shall be a majority of the Board members. The Board’s meeting schedule shall be communicated to the membership. The executive committee shall be authorized to act on an emergency basis, if necessary, between Board meetings. Board meetings shall be open to Society membership; a member shall have a voice at a Board meeting if prior notification is given to the president forty-eight (48) hours in advance.

Section 3––Duties: The Board shall establish and be responsible for long-range planning, overseeing the financial status of the organization, and making all major decisions affecting the Society.

Section 4––Vacancies: The executive committee shall declare an office vacant upon: a) death, b) resignation,
c) illness, or d) failure to perform the duties of the office. The executive committee shall declare an office vacant by a majority vote, when, in its opinion, the incumbent is incapable of performing his/her duties. Vacancies in any elective office shall be filled by majority approval of the executive committee until the next election, excepting the offices of president and vice-president-programs, which shall be assumed by the vice-president-programs and vice-president-membership respectively. A new vice-president-membership may be chosen by the executive committee to serve until the next election.

IV. Membership, Dues, Fees
Section 1––Membership: Membership categories shall be defined in the Policies and Procedures Manual.

Section 2––Dues: Membership dues shall be determined by the Board.

Section 3––Payment of Dues: To remain an active voting member of the Society, member(s) shall be responsible for the payment of annual dues on or before their membership anniversary date. Memberships are not transferable or refundable.

V. Officers of the Board
Section 1––Policies and Procedures Manual: Detailed job descriptions and requirements will be maintained in a current version of the Policies and Procedures Manual. The Board shall approve all policies and procedures.

Section 2––President: The president shall be the principal executive officer with responsibility for the general supervision of the affairs of the Society, shall be the official spokesperson for the Society and its Board, and shall conduct all meetings in a businesslike manner. The president shall be free to attend, observe, and address all committees and shall lead the executive committee.

Section 3––Vice-President-Programs: The vice-president-programs shall assist the president and assume all duties and responsibilities of the president during the president’s temporary absence or inability to serve. The vice-president-programs shall be responsible for planning and scheduling all monthly and special program meetings.

Section 4––Vice-President-Membership: The vice-president-membership shall be responsible for keeping the Society membership database up to date.

Section 5––Treasurer: The treasurer shall be custodian of all Society funds and shall keep accurate records to account for the same. The treasurer shall deposit funds in a bank or other investment fund approved by the Board and make disbursements as directed by the Board, keeping financial accounts of the Society according to generally accepted accounting principles.

Section 6––Secretary: The secretary shall keep accurate records of all Board meetings and handle the general correspondence. The secretary shall maintain and annually review and update a record of all Society policies and procedures.

VI. Program Meetings
Section 1––Program Meetings: The Society will conduct regularly scheduled meetings and special activities as approved by the Board.

VII. Elections, Nominations, Terms
Section 1––Term of Office: Elections for president, vice-president-membership, and secretary shall be held in even-numbered years. Elections for vice-president-programs and treasurer shall be held in odd-numbered years. Terms of elected officers shall begin on the first day of January following the election and shall be for two (2) years.

Section 2––Succession in Office: An individual may only hold a particular elected office for two (2) consecutive terms; however, that individual may again be eligible for election to the same office after a one term, two-year, time lapse. For purposes of succession only, an officer holding a position for one year or more is considered to have been in that office for a full two year term.

Section 3––Qualification: No person shall be eligible for election to office whose voting membership has not been in effect for at least the one (1) year immediately prior to nomination. A candidate for president must have served a minimum of two years on the Board.

Section 4––Nominating Committee: The nominating committee shall be appointed by the Board to meet the election cycle and shall be dissolved after certifying the election. This committee shall consist of an appointed chair and four (4) additional members. Election voting shall be closed on 1 November every year.

Section 5––Election Procedure: The election procedures shall be outlined in the Policies and Procedures Manual.

VIII. Finances
Section 1––Finances: The Society is a 501(c)(3) not-for-profit volunteer organization. The Society shall use its funds only for objectives and purposes specified in its articles of incorporation and in these bylaws. Only the Board shall authorize disbursements not provided for in the approved budget.

Section 2––Fiscal Year: The fiscal year for the Society shall be the calendar year.

Section 3––Bonding: At the discretion of the Board, persons entrusted with handling Society funds may be required to furnish, at Society expense, a suitable fidelity bond.

Section 4––Finance Committee: There shall be a standing finance committee that shall recommend investments to the Board and develop and monitor the Society’s financial plan and endowment fund.

IX. Annual Membership Business Meeting
The Society shall conduct a business meeting in September annually. Notice of this annual membership meeting shall be announced to the membership in advance.

X. Amendments
These bylaws may be amended or repealed. A ballot with a copy of the proposed changes shall be provided to all the voting members at least twenty-one (21) days prior to the date of ratification thereof. Ballots returned by mail must be received no later than the date specified on the ballot. A majority of those voting shall be required for approval. The amended bylaws shall be announced and become effective as stated on the ballot. The membership shall be notified of the changes in the next regular Society communication.

XI. Copies of Bylaws
Each member upon joining the Society shall have access to a copy of the current bylaws.

XII. Parliamentary Authority
The rules contained in Robert’s Rules of Order Newly Revised, or a future revision thereof, shall govern the Society in all cases in which they are not inconsistent with the bylaws of the Society.

XIII. Dissolution
The Society may be dissolved by a vote of two-thirds (2/3) majority of its voting members as described in the Articles of Incorporation.

XIV. Application of These Bylaws
The bylaws shall become binding on the Society as per Article X.

Last modified: 22-Jun-2016 12:30