BYLAWS
The FAMILY HISTORY SOCIETY OF ARIZONA
As
amended 2/6/1999, 1/22/2000 and 2/1/2003
The
FAMILY HISTORY SOCIETY OF ARIZONA is incorporated as a non-profit educational
society under the laws of the State of Arizona and shall conform to all rules
and regulations of the Internal Revenue Service Code Section 501(c)(3),
registered November 14, 1983 with the Department of State, State of Arizona,
trade number 50409 under the name THE FAMILY HISTORY SOCIETY OF ARIZONA and hereinafter
called the Society, its head office shall be located in the metropolitan
Phoenix area.
The
Society is incorporated: to promote, encourage, and foster the study of and
research of family histories, genealogies, and original genealogical research;
to encourage and assist in the collection, preservation, and dissemination of
materials related to genealogical research; to encourage and instruct members
in the ethical principles, scientific methods, and effective techniques of
genealogical research; and to raise funds for any of the foregoing objectives
of the Society and to accept donations, gifts, legacies, and bequests.
Section
1: Any person interested in the objectives of the Society and willing to
subscribe to its bylaws may become an Individual or Family Member upon payment
of dues hereinafter provided.
Section
2. There shall be three classes of members of the Society: Individual Members,
Family Members, and Institutional Members.
Section
3. An Individual Member is entitled to, a, attend and vote on any issue at any
Annual General or Special General Meeting of the Society; b, stand for election
to any elective office in the Society as hereinafter provided; and, c, receive,
without charge, one copy of the regular publication(s) of the Society as
determined by the Board of Directors provided that if more than one Individual
Member resides in a single household but dues are paid on a Family basis, the
Family receives one only of such publication(s).
Section
4. Family Membership may be granted where more than one member resides in a
household. Each is entitled to vote as an Individual Member. Family Membership
differs from Individual Membership only in amount of dues paid and in mailings,
only one copy of mailings to go to the household of Family Members. Within
these bylaws, with those two exceptions, any reference to Individual Member
shall be construed to mean each person covered by a Family Membership.
Section
5. Institutional Membership may be granted to any Library, Society, or
Institution that is interested in the objectives of the Society and wishes to
receive its publication(s) payment of dues as hereinafter provided.
Section
6. An Institutional Member is entitled to receive one copy of each issue of the
regular publication(s) of the Society as determined by the Board of Directors.
An Institutional Member is not entitled to receive a copy of any membership
list published by the Society. An Institutional Member is not entitled to vote
at any meeting of the Society and is not entitled to appoint a representative
to stand for office in the Society.
Section
7. The Board of Directors may provide for Life Membership, Contributing
Membership, Sustaining Membership, and Honorary Membership.
Section
8. The membership year and the annual dues shall be as determined by the Board
of Directors.
Section
9. Any member who resigns from the Society during the membership year is not
entitled to any rebates of annual dues for the remaining portions of the year.
Section 1. The Officers of the Society,
hereinafter referred to as the Officers, shall be a President, a First Vice
President, a Second Vice President, a Secretary, and a Treasurer.
Section
2. The Officers shall be voted on at the Annual General Meeting, and at the
Chapter meetings immediately preceding the Annual Meeting, or by absentee
ballot of the Society, and each voter shall be a member of the Society.
Section
3. The term of office of the Officers shall be one year immediately following
the conclusion of the Annual General Meeting at which they are elected.
Section 4. The President and Vice Presidents may be
re-elected for a second consecutive term of one year, a total of two
consecutive years. The Secretary
and Treasurer may be reelected for two additional consecutive terms of one year
each, a total of three consecutive years.
Section 5. If a vacancy should occur in
an elected office or committee position between the Annual General Meetings of
the Society, the Board of Directors shall appoint an Individual Member of the
Society to serve in that office or position until the conclusion of the next
Annual General Meeting. The foregoing provision shall not apply to the office
of President, to which, should a vacancy occur, the First Vice President shall
automatically succeed, or to the office of First Vice President to which office
should a vacancy occur, the Second Vice President shall automatically succeed.
Section
6. The job descriptions for the officers are as follows:
a. The President shall
(1).
With Board approval be responsible for conducting the business of the Society;
(2).
Preside at all meetings of the General Membership and Board of Directors;
(3).
Have the authority to appoint Standing Committees with the approval of the
Board of Directors;
(4).
Sign, with the Secretary, all contracts and documents authorized by the Society
in accordance with Article X;
(5).
Sign, as needed, checks for authorized disbursements on behalf of the Society;
(6).
Be an ex-officio member of all committees, except the Nominating Committee;
(7).
Keep officers informed of the activities of the Society.
b.
The First Vice President shall
(1).
Assume the duties of the Presidency in the absence of, or at the request of the
President;
(2). Assume the duties of the Presidency for the remaining term of office of
the President when that office becomes vacant;
(3).
Chair committees as appointed;
(4).
Chair the Long-Range Planning Committee.
c.
The Second Vice President shall
(1).
In the absence of the President and the First Vice President, at their request,
assume the duties of the Presidency;
(2).
In the event of a vacancy in the Presidency, or First Vice Presidency, assume
the duties of the First Vice President;
(3).
Chair committees as appointed.
d.
The Secretary shall
(1).
Conduct the correspondence of the Society;
(2).
Maintain a file of Society correspondence;
(3).
Keep a record of the proceedings of the Society;
(4).
Keep and have available for reference at all meetings one book in which the
Society's Bylaws and Standing Rules are kept current;
(5).
Preserve Committee Reports, among other records.
(6).
Prepare and maintain a current inventory of all legal documents, records,
equipment belonging to the Society;
(7).
Keep and prepare minutes of Board Meetings, mailing copies to Board members so
that they are received a week before Board Meetings at which they are to be
approved.
e.
The Treasurer shall
(1).
Be custodian of all funds of the Society and deposit them in insured financial
institutions or invest them pursuant to instructions of the Board of Directors;
(2).
Sign checks as needed for authorized disbursements on behalf of the Society;
(3).
Make all financial records available for audit;
(4).
Prepare and present a financial statement at each meeting of the Board of
Directors and at Annual General Meetings;
(5).
Receive and record all financial transactions including membership dues;
(6).
Prepare and present annually a financial report covering the previous year.
ARTICLE
V: BOARD OF DIRECTORS
Section 1. There shall be a Board of
Directors comprised of the following: the immediate Past President who shall
serve for one year as a consultant to and voting member of the Board; the five
Officers of the Society; the President of each Chapter or an authorized
representative appointed by the Chapter President in accordance with Article IX
(Chapters), Section 4,b; and the Chairmen of Standing Committees. This is not to include the Chair of the
Nominating Committee.
Section
2. Each member of the Board shall have one vote for each motion at any of the
Board. Voting and other business within meetings of the Board of Directors
shall be conducted in accordance with Robert's Rules of Order, latest edition.
Section
3. At any meeting of the Board of Directors a quorum shall consist of a
majority of the members of the Board of whom three shall be elected officers of
the Society. Any authorized representative attending
in place of a Chapter President shall
be counted for the purpose of
determining a quorum.
Section 4. The Board shall meet at the
call of the President at least four times a year to conduct the business of the
Society.
Section
5. The Board shall meet within the period of 90 days prior to the Annual
General Meeting and within 45 days following the Annual General Meeting.
Section
6. Any elected member of the Board who is absent from two consecutive meetings
of the Board may be required by the President to furnish adequate explanation
of his or her absence, failing which the Board of Directors may declare the
office vacant.
Section
7. For scheduling purposes, it is requested that any member wishing to address
the Board should contact the President to be placed on the agenda. Time limits
may be imposed if the agenda is full.
Section
8. The Board of Directors may amend, enact, or repeal Standing Rules for the
conduct of all business of the Society not specifically provided for in the
bylaws.
Section
9. Copies of all the minutes of the Board of Directors meetings shall be made
available to all members of the Board and, upon request, to any individual.
Section
10. The President may establish Interim Committees and may make appointments as
deemed necessary for the effective operation of the Society.
Section
11. Each Officer, Member of the Board, and Chairman of a Committee upon
retiring from an Office or Position shall pass to his or her successor or to
the Secretary of the Society any material pertinent to the Office or Position
and any equipment or supplies belonging to the Society.
Section
12. Each Officer, member of the Board, and Chairman of a Committee shall be an
Individual or Family Member of the Society at the time of assumption of the
Office or Position and shall cease to hold the Office or Position if his or her
membership should lapse by failure to pay dues.
Section
13. If an elected or appointed Office or Committee chairmanship is declared
vacant by the Board for reasons outlined in Section 6 of this article, the
vacancy shall be filled by the method outlined in Article IV, Section 5.
ARTICLE
VI: NOMINATIONS AND ELECTIONS
Section
1. The members of the Society
shall elect the Society officers at the Annual General Meeting. A Nominating
Committee shall prepare a list of nominees for the offices to be filled, and
shall administer the nominations and election process with the cooperation of
the Society President and the Board of Directors.
Section
2. The Nominating Committee shall consist of a Chair elected by the membership
at the Annual General Meeting and a member from each Chapter appointed by the
Chapter President or elected by the chapter members.
Section
3. The term of office for the
Committee Chair shall be one year commencing with the Chair's election at the
Annual General Meeting. The term of office for the members shall terminate at
the time of the election of the Chair for the coming year. The Chair may be
elected to a second consecutive term as Chair, and the members may be appointed
to a second consecutive term as members of the Committee.
Section
4. If the position of Committee
Chair becomes vacant before the completion of the Committee's duties, the
Committee shall notify the Society President and elect from among its members a
Chair to fill the vacancy. If the Committee is unable to elect a Chair, the
Society President shall appoint a Chair with the approval of the Board.
Section
5. The Nominating Committee shall nominate at least one nominee for each of the
Society's offices to be filled by election by the membership.
Section
6. The Committee's list of
nominees shall include members nominated by petition in accordance with the
latest edition of Robert's Rules of Order and these bylaws. Each petition shall
be signed by at least five Society members following procedures publicized and
administered by the Committee.
Section
7. Each nominee shall be a member
in good standing and shall have consented to serve in the office for which he
or she is nominated. The nominees for President and First Vice President shall
have served on the Board for at least one year at any time prior to the
election. All other nominees shall have been members of the Society for at
least one year at the time of the election.
Section 8. The Nominating Committee shall notify the board of its list
of nominees by November 1, and shall announce its list in the two issues of the
newsletter preceding the election.
Section
9. The announcement in the newsletter shall include a resume for each nominee,
a ballot for use as mail-in and chapter voting and appropriate instructions
relative to both methods of voting. The ballot for mail-in voting, chapter
voting and voting at the Annual Membership Meeting shall include spaces for a
write-in candidate for each position.
Section
10. The Committee shall collect and validate all ballots, and in arrangement
with the presiding officer at the Annual Membership Meeting, count all ballots
cast and report the results to the presiding officer.
Section
11. If any office cannot be filled by election at the Annual General Meeting
the Incumbent shall serve until the vacancy is filled in a manner determined by
the Board of Directors.
Section 1. The Society's Annual General
Meeting shall be held as close to mid March as possible.
Section
2. A Special General Meeting may be called at any time of the year if the Board
so decides to deal with matters that cannot conveniently be deferred until the
next Annual General Meeting.
Section
3. A Special General Meeting may be requested by ten percent (10 %) of the
Individual and/or Family Members. Such a request must be in writing, must state
the nature of matters to be dealt with at the meeting, and must be signed by
all of the requesters and delivered to the President. Within sixty days
following receipt of such request, the Board shall call a Special General
Meeting to deal with matters stated in the request.
Section
4. At least thirty days' advance written notice of General Meetings shall be
given to Individual Members (this includes Family Members).
Section
5. At any General Meeting of the Society, ten percent (10%) of the Individual
Members (including Family Members)
shall constitute a quorum. Only Individual and Family Members present in person
may vote (exception to this is votes for electing officers in which Individual
and Family Members are allowed to vote by absentee ballot and in their
chapters) or be counted in determining the quorum.
Section
6. In any dispute regarding parliamentary procedure at any General Meeting, the
rules contained in the latest published version of ROBERT'S RULES OF ORDER
shall govern insofar as they are consistent with the bylaws.
Section
1. There shall be the following
Standing Committees and their responsibilities:
a.
The Finance Committee shall prepare the annual budget for the Board's approval,
oversee the Society's financial policies and procedures, and assure the
implementation of practices recommended by the Board. The Committee shall consist of a Chair, the Treasurer and at
least one other member.
b.
The Workshops and Seminars Committee shall present workshops, seminars and
other appropriate educational programs, and assist the chapters with their
workshops and seminars as requested. The Committee shall consist of a Chair and
at least two other members.
c.
The Membership Services Committee shall maintain the Society's membership
records, report to the Board at each Board meeting the Society's membership
status, provide membership lists for Society functions, and support or
implement services which promote membership renewals and growth. The Committee
shall consist of a Chair and at least one other member.
d. The
Fundraising Committee shall raise supplemental funds necessary to achieve the
Society's program goals. The committee shall consist of a Chair and at least
two other members.
e.
The Newsletter Committee shall be responsible for the accomplishment of all
tasks necessary for the preparation, production and distribution of the
Society's newsletter. The committee shall consist of the Editor as Chair and a
staff necessary to accomplish its objectives.
Section
2. With the approval of the Board the Society President may establish whatever
other Standing Committees are deemed necessary.
Section
3. In addition to appointing the newsletter editor as Chair of the Newsletter
Committee the President with the approval of the Board shall appoint the Chairs
of all other Standing Committees. The term of office for all Committee Chairs
shall be the same as that of the appointing President, but any Chair may be
re-appointed to the same position at the discretion of the presiding President
and Board.
Section
4. The President shall establish
Special Committees for special tasks, and appoint their Chair. The Chair of
each Special Committee shall report to the President.
Section 5. Upon his or her departure
from the office the Chair of a Standing or Special Committee shall deliver to
the President or the Secretary all files and materials which pertain to the
position being vacated.
Section 1. Any ten (10) or more
Individual Members of the Society may apply in writing to the Board for
recognition as a Local Chapter of the Society.
Section
2. Upon the recommendation of an investigation committee appointed by the
President, such an application may be approved by the Board. The decision shall be communicated in
writing to the applicants.
Section
3. The members of any Chapter shall be Individual Members (including Family
Members) within the Society.
Section
4.
a.
From its members, each Chapter shall elect a President, a Vice President, a
Treasurer, and other Chapter officers as necessity requires. Should any Chapter
officer fail to attend three (3) consecutive Chapter meetings, the Membership
of the Chapter, through a Chapter vote, may declare that position vacant and so
notify the Society President. An
election may then be held at the next regular meeting of the Chapter to fill
the vacancy.
b.
The President of the Chapter shall also be a member of the Society’s
Board of Directors as provided in Article V, Section 1,c. If a Chapter President is unable to
attend a given meeting of the Board, he or she shall notify the Society
President accordingly, and be authorized to appoint a representative from among
the chapter members to act, with full voting rights, in behalf of the Society
at the meeting the Chapter President is unable to attend.
Section
5. A Chapter may plan its own meetings, projects, and programs of activity all
without requiring approval of the Board, but will at all times conform to the
objectives of the Society and its bylaws.
Section
6. All Chapter expenses shall be paid directly to firms, institutions, or
suppliers by checks drawn on the Society's bank account with prior Board
approval. Funds accruing to
Chapters through any activity shall be handled under guidelines established by
the Board of Directors. Chapters,
their officers and members must always adhere to and protect the Society's
non-profit status.
Section 7. In the event that any chapter
becomes dormant or is dissolved, the Secretary of such Chapter shall forward to
the Society's Secretary all records, accounts, library, and files of such
Chapter. They shall be returned
should the Chapter be revived within a period of five (5) years.
Section
8. Should there be complaints about a Chapter from members, the Society
President shall appoint a committee to investigate and help arbitrate any
differences. In the case of flagrant non-adherence to the Society objectives
and/or jeopardy of non-profit status by a Chapter, the Board may terminate that
Chapter's affiliation with the Society after a hearing by the Board.
Any deed, contract, document, or
instrument in writing of a legal nature or involving an amount of money in
excess of $50, required to be executed on behalf of the Society, shall be
signed by two (2) of the officers, one of whom shall be the President or First
Vice President. Other documents may be signed by the President or an Officer
singly with the consent of the Board, which may be polled by telephone for that
consent.
Section
1. The Society's fiscal year shall be from January 1 to December 31. The Treasurer shall submit to the
membership at the Annual General Meeting a financial report for the preceding
fiscal year.
Section
2. At the end of each calendar year the President shall order an audit of the
Society's financial records. The audit shall be conducted by a qualified person
or persons, and shall cover the period of January 1-December 31. A summary of
the results shall be reported to the Board by February 15 and to the membership
in the next following issue of the newsletter.
Section
3. The annual budget shall be for the fiscal year, and the Finance Committee
shall submit the proposed budget to the Board of Directors for approval no
later than November 30.
Section
1. The enactment of these Bylaws and any repeal, amendment or re-enactment of
the bylaws shall be confirmed by at least two-thirds votes cast on such action
at a General Meeting.
Section 2. The Board may propose bylaw
amendments, deletions, or changes for a vote by the membership at a General
Meeting, (either Annual General Meeting, or a Special General Meeting) provided
the membership is notified in writing of the proposed changes in two
newsletters or one newsletter and one special mailing, the first mailing of
either to be sent no later than two months prior to the General Meeting at
which a vote on the proposed bylaws changes will take place.
Any
Individual or Family member may introduce an amendment to the bylaws at any
General Meeting provided that the proposed amendment has been submitted in
writing to the Board not less than one hundred (100) days prior to such General
Meeting. Particulars of the
proposed amendment shall be included in the notice of the General Meeting given
to the Individual and Family Members.
Section
3. A Bylaws Committee may be appointed each year to ascertain if any changes in
the bylaws are in order.
Section
4. Business or action by the Society not covered by these bylaws or Standing
Rules shall be conducted in accordance with Robert's Rules of Order, latest
edition.
ARTICLE
XIII: DISSOLUTION
Upon
the dissolution of the Society, the Board of Directors shall, after paying all
liabilities, transfer all of its assets to the Department of Library, Archives,
and Public Records of the State of Arizona for the use of the Genealogy
Library.
Corrected word spelling, Article IX, Chapters Section 7, last sentence. Changed word "Thee" to "They"
per Susi Fathauer April 8, 2008 @ 5:31PM