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St. Louis Genealogical Society Bylaws
Effective 1 January 2011
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. Membership, Dues, Fees
Section 1––Dues: The dues structure shall be determined by the Board based on membership categories.
Section 2––Categories of Membership: The membership of the Society shall be organized into two groups: individual and organizational. The Board shall define categories and dues structures within each group. Each membership in the individual group shall be entitled to one (1) vote. Organizational members do not vote on Society business. The membership categories and dues structures shall be published in the Society’s Policies and Procedures Manual.
Section 3––Payment of Dues: To remain an active voting member of the Society, member(s) shall be liable for the payment of annual dues on the membership anniversary date, based on the dues structure defined by the Board. Memberships shall not be transferable.
Section 4––Conduct of Members: If a Society member is reported to have acted in a manner detrimental to the Society, the Board shall consider the charge and may appoint one or more members to examine the matter. The matter shall be handled in a fair and reasonable manner considering all the facts and circumstances. The Board shall make a final decision as to what, if any, action shall be taken, including revocation of membership. Such decision shall be communicated to the alleged offending member in writing after a decision has been reached.
Section 5––Ownership of Volunteer Work: Publications, lists, records, and other works created for the benefit of the Society by any member in any capacity on a Society project shall become the property of the Society and may not be used for any purpose without the written approval of the Board.
IV. Board of Directors
Section 1––Composition: The Board shall be comprised of five (5) elected officers and seven (7) appointed directors. The elected officers are president, vice-president-programs, vice-president-membership, treasurer, and secretary. The appointed officers are education director, publications director, information systems director, technology support director, genealogical resources director, director at large (a past elected officer) and director at large (with outside profit or not-for-profit business experience). The duties of the officers and directors are defined in Section VI.
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. A Board meeting “on special call” requires twenty-four (24) hours advance notice to the Board members. Such a meeting can be called by the president or by any three (3) Board members. The schedule of regular Board meetings shall be communicated to the membership. An executive committee made up of the five elected officers shall be authorized to act on an emergency basis if necessary between Board meetings and will approve appointments of appointed directors.
Section 3––Duties: The Board shall establish the long range and annual goals of the Society. It is responsible for financing the organization and annual budget approval. The Board shall be subject to the will of the membership.
Section 4––Attendance: Any Board member who misses more than two (2) consecutive Board meetings or more than three (3) Board meetings during the span of a twelve (12)-month period without due cause shall be removed from office.
Section 5––Meetings: Society members may attend Board meetings to make presentations or recommendations regarding the operation of the Society, but such members shall have no vote in the Board decision-making process. The Board may further define such members’ participation in those meetings, which may include closing the meeting for the express purpose of dealing with personnel or other sensitive matters. The once-a-year long range planning meeting of the Board shall be the exception to the open meeting rule.
V. Steering Team
Section 1––Composition: The Steering Team shall be comprised of the president, the vice-president-programs, vice-president-membership, education director, publications director, genealogical resources director, information systems director, technology support director, and archivist.
Section 2––Meetings and Quorum: The Steering Team shall meet as experience dictates. A quorum, consisting of a majority of the members, is required. Action items will be developed and distributed as the Steering Team shall see fit.
Section 3––Duties: The Steering Team shall be responsible through its membership for delivering the products and services of the Society. It shall manage the day-to-day operations and develop solutions to problems of interdependent activities.
VI. Officers and Other Directors of the Board
Section 1––Policy and Procedures Manual: Detailed job descriptions and requirements will be maintained in a current version of the Policy and Procedures Manual.
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 appoint the education director, publications director, genealogical resources director, information systems director, technology support director, and two directors at large with majority concurrence of the other elected members of the Board. The president shall be free to attend, observe, and address all committees and shall lead the executive committee and the Steering Team. The president shall call for a written report from each committee chair as needed or at the expiration of that 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, coordinating the Special Interest Groups, and working and coordinating with the education director.
Section 4––Vice-President-Membership: The vice-president-membership shall be responsible for keeping the Society membership database up to date, working with others to attract and retain new members, and helping to plan and coordinate special activities that focus on membership.
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. The treasurer shall prepare monthly and annual financial statements and shall publish a year-end annual financial report. The treasurer shall prepare an annual budget for presentation to the Board in the fall of each year. The Board shall approve the annual budget thereafter. The treasurer shall maintain appropriate insurance for the Society with approval of the Board. The treasurer is an ex-officio member of the finance committee.
Section 6––Secretary: The secretary shall keep accurate records of all Board meetings and handle the general correspondence and notices of the Society. The secretary shall maintain and annually review and update a record of all Society policies and procedures, office and director roles, and job descriptions in the Policy and Procedures Manual. The secretary will also be responsible for cataloging and retaining historical business records of the Society.
Section 7––Education Director: This director shall coordinate all classroom-oriented activities of the Society and other educational programming, whether at the Society office or at other institutions. The education director shall coordinate educational programming with the vice-president-programs.
Section 8––Publications Director: This director shall be responsible for the professional and timely publishing of all Society printed and electronic documents––both ongoing and special project publications.
Section 9––Genealogical Resources Director: This director coordinates projects and genealogical research, is responsible for project prioritization, leads the research for fee activities of the Society, and coordinates any special genealogy project committees.
Section 10––Information Systems Director: This director shall be responsible for staying abreast of current technologies and suggesting, coordinating, and implementing best practices for the Society’s website, electronic publications, and other areas in which technology is crucial.
Section 11––Technology Support Director: This director is responsible for acquiring and managing the Society’s electronic assets (including computers, networks, hardware, software) and for training Society volunteers in the use of these assets.
Section 12––At Large Director: This director shall be selected from past elected officers in the Society and shall contribute in part by providing a perspective on the Society’s history.
Section 13––At Large Director: This director shall be selected on the basis of experience from other profit or non-profit organizational roles and shall contribute in part by providing input on best practices.
VII. Program Meetings
Section 1––Program Meetings: Program meetings of the Society shall be conducted during specific months of the calendar year at times and places designated in a prearranged schedule. This schedule for any year shall be approved by the Steering Team no later than 30 November of the previous year and shall be communicated to every member of the Society.
Section 2––Special Activities: Special activities may be conducted upon approval of the Board and the schedule shall be set by the Steering Team.
VIII. Elections, Nominations, Terms
Section 1––Term of Office: Election voting shall be closed on 1 November every year. 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 office for elected officers and at large directors 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 one term (2 years) time lapse. For purposes of succession only, an officer holding a position for at least one year is considered to have been in that office for a full two‑year term. The same rules shall apply for the at large directors.
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.
Section 4––Nominating Committee: The nominating committee shall be appointed by the president 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 and shall have these duties:
a) Develop a slate of at least one (1) nominee for each elective office. At the September general meeting, accept nominations from the floor for the offices being elected that year, provided the nominator is a member in good standing and presents to the nominating committee written consent of the person being nominated.
b) By 1 October, submit an official ballot to the voting membership and announce the results of the election ballots. All candidates shall be elected by ballot, which shall contain the name of each candidate listed alphabetically under the office for which that candidate is nominated. Candidates shall submit a brief biographical sketch to be made available to the voting membership. To be counted, a ballot must be received at the Society office no later than 1 November. The nominating committee shall certify the winners of each office, notify the candidates, and communicate the results of the election to all members of the Society.
Section 5––Vacancies: The Board shall declare a Board office vacant upon: a) death, b) resignation, or c) failure to perform the duties of the office. The Board shall declare an office vacant by a two-thirds (2/3) vote of the other elected Board members. The elected members of the Board shall fill a vacancy in an elected Board position until the next election for that office with a Society member satisfying the qualifications in Section 3 of this Article. In addition to the previous terms of this section, the non-elected directors shall serve at the will of the president.
Section 1––Constitution of Committees: Except for those committees otherwise provided for in the bylaws, committee chairs shall be appointed by the president, the Board, or a member of the Steering Team and serve at the will of the constituting authority.
Section 2––Committees: Committees shall be constituted from time to time to assist in accomplishing the functions of the Society. If appropriate, reports shall be prepared to inform those on the Steering Team and Board as to the activities of the committees. The detailed composition and responsibilities of standing or temporary committees are defined in the Policy and Procedures Manual.
X. Special Interest Groups
Section 1––Formation: Those members of the Society wishing to pursue their interest in a particular area of genealogy may submit a request for approval by the Board for a Special Interest Group (SIG) to further this interest.
Section 2––Leader: SIGs shall be self-governing but operate under the auspices of the Society. Each group shall have a leader, who is a member of the Society, who shall report group activities to the vice-president-programs.
Section 3––Responsibilities: The leader of each SIG shall be responsible for the group’s actions, carrying on the business of the group, ensuring that they do not conflict with objectives of the Society. The group leader shall submit to the Board an annual report that includes financial requirements.
Section 4––Dissolution: When a SIG wishes to be dissolved, the group’s leader shall give written notice to the president. A final report of activities and finances shall be required. On dissolution, any monies, property, or supplies allotted to the group shall revert to the Society. If a SIG becomes inactive or fails to continue to provide a leader, after a period of six months, the Board can notify the membership that the dissolution of that particular SIG will take place at the next general meeting.
XI. Financial Matters
Section 1––Finances: This Society is not intended as a profit making organization, nor is it founded with the expectation of making a profit. This Society shall use its funds only for objectives and purposes specified in its articles of incorporation and in these bylaws. All funds shall be received and disbursed by the treasurer based on the yearly budget approved by the Board. 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 shall develop and monitor the Society’s financial plan. The chair shall be someone other than the treasurer.
Section 5––Audit Committee: Each year, the Board shall appoint an audit committee. This committee shall review the financial records of the Society as submitted by the treasurer, shall reconcile any questions about those records, and shall report its findings to the Board at or before the submission of the annual report. Neither the treasurer nor any member of the finance committee shall serve on the audit committee.
XII. Annual Membership Business Meeting
The Society shall conduct an annual business meeting at the time, date, and place determined by the Board. Notice of this annual membership meeting shall be announced to the membership in advance. A quorum shall consist of those members in good standing who are present at this meeting.
Proposed bylaws may be adopted or these bylaws 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 postmarked no later than three (3) days prior to the date of the next regular Board meeting or a date specified on the ballot. A two-thirds (2/3) majority of those voting shall be required for approval. The amended bylaws shall be announced and become effective at the next general meeting of the membership or as provided for in the balloting. The membership shall be notified of the changes separately or in the next regular Society communication.
XIV. Copies of Bylaws
Each member upon joining the Society shall be provided a copy of the current bylaws or have access to it electronically.
XV. 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.
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.
XVII. Application of These Bylaws
Section 1––Effective Date: The bylaws shall become binding on the Society as per Article XIII, except that the existing structure of the Board shall be retained through 31 December 2010.
Section 2––Succession: For purposes of term limits only, the term of the current treasurer shall last until the end of 2011.
St. Louis Genealogical Society · #4 Sunnen Drive, Suite 140 · St. Louis, MO 63143 · 314-647-8547