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Bylaws

Approved 1997

Article I:    Name

The name of this Society shall be the National Genealogical Society.

Article II:   Nonprofit Character

The Society shall be operated as a nonprofit corporation under the laws of the Commonwealth of Virginia, no part of the net earnings of which shall inure to the benefit of any private individual.

Article III:  Objectives

The objectives of the Society shall be:
  1. To collect, preserve, and disseminate knowledge and information about genealogical and related historical, biographical, and heraldic data;
  2. To inculcate and promote interest in accurate research in these fields;
  3. To encourage adherence to principles of accuracy and thoroughness in research;
  4. To champion ethical standards and to discourage and oppose incompetent and disreputable practices or researchers;
  5. To foster careful documentation and otherwise promote scholarly writing;
  6. To issue publications; and
  7. To encourage, promote, and provide genealogical education and scholarly training for all interested in these endeavors.

Article IV:   Membership
 

Section 1. Any individual or institution willing to promote the objectives of the Society, upon application and payment of the prescribed dues and fees, may be deemed eligible for membership, subject to such limitations as the Society may impose without regard to sex, race, color, creed, or national origin of individuals.
Section 2.
 
Any member may be dropped by the Board of Directors, for cause after opportunity to be heard.
 

Article V:    Officers
 

Section 1. The elected officers shall consist of a President, Vice President, Secretary, and Treasurer.
Section 2. An officer or director having served more than one half of a term in office shall be deemed to have served a term.
Section 3.
 
A vacancy in any elective position shall be filled by the Board of Directors until the next biennial election.
 

Article VI:   Duties of Officers
 

Section 1. The President shall preside at all Society and Board of Directors meetings, except as otherwise provided; carry out the instructions of the Board of Directors; appoint all committees with the approval of the Board of Directors; and be the official spokesperson of the Society.
Section 2. The Vice President shall, in the absence or inability of the President as defined by the Board of Directors, perform the duties of the President. The Vice President shall also discharge other duties requested by the President or prescribed by the Board of Directors.
Section 3. The Secretary shall keep a record of Society and Board of Directors proceedings.
Section 4.
 
The Treasurer shall have custody of the funds of the Society; shall deposit them in insured financial institutions or invest them pursuant to Board of Directors policy; shall make disbursements as directed by the Board of Directors; and shall be responsible for the collection of all dues, fees and debts owing to the Society. The annual report of the Treasurer shall be verified by an independent Certified Public Accountant at the close of each fiscal year and in accordance with the standards established by the American Institute of Certified Public Accountants, and the report as verified shall be distributed to the membership. It is the responsibility of the Board of Directors to select a person or persons to verify the Treasurer's report.
 

Article VII:  Board of Directors
 

Section 1. The Board of Directors shall consist of the elected officers, eight directors, and the most recent former president willing to serve.
Section 2. The Board of Directors shall set Society policies and shall control and manage the affairs and funds of the Society.
Section 3. The directors shall perform duties assigned by the Board of Directors.
Section 4. The Board of Directors shall determine the time, date, and place of their meetings. Special meetings of the Board of Directors may be called by the President or by request of five Board of Directors members. Written notice of the special meeting, with the purpose stated clearly, shall be sent to each Board of Directors member at least ten days before the meeting date.
Section 5.
 
A quorum of the Board of Directors shall consist of seven members.
 

Article VIII: Committees
 

Section 1. The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. The Executive Committee shall have the powers of the Board of Directors between meetings of the Board of Directors, except that the Executive Committee is not empowered to make changes in Society policy. The Executive Committee shall report its actions to the Board of Directors for approval at its next meeting.
Section 2. The President shall appoint, with the approval of the Board of Directors, the standing committees: Finance, Nominating, and others as the Board of Directors may determine. The President shall, with the approval of the Board of Directors, appoint special committees necessary for the success of the Society. The members of standing committees shall be members of the Society in good standing.
Section 3.
 
The Finance Committee shall include, among others, the Treasurer. The committee shall see that the Treasurer and appropriate staff persons be covered by blanket fidelity or surety insurance for approximately the sum of annual receipts plus assets in cash or its equivalent, and shall submit an annual Society budget to the Board of Directors for approval.
 

Article IX:    Nominations and Elections
 

Section 1. The Nominating Committee, consisting of a chairperson and four other members, shall be appointed by the President with the advice and consent of the Board of Directors, from members of the Society in good standing. The committee members' names shall be reported to Society members along with an invitation to Society members to submit recommendations in writing to the committee for consideration. The consent in writing of nominees must be filed with the committee prior to their nomination. The report of the Nominating Committee shall be mailed to Society members
Section 2. No person shall be eligible for office whose membership has not been in effect for at least one full year prior to nomination for office.
Section 3. Ballots listing the names of nominees shall be sent to members eligible to vote as provided in Section 7 of this Article. All officers and directors shall be elected by a majority of the votes cast.
Section 4. All elected officers and directors shall commence their terms of office on the first day of the fiscal year following their elections and shall continue for the periods for which they were elected, or until their successors have been elected and qualified. Directors, four of whom shall be elected in each biennial year, shall be elected for terms of four years. Elected officers shall serve for terms of two years each.
Section 5. No elected officer or director shall be eligible for more than two consecutive terms in the same office.
Section 6. Society members shall elect one director for each of four regions and shall also elect four directors at-large. Two at-large directors and directors from Regions 1 and 2 shall be elected in 1998 and every four years thereafter. Two at-large directors and directors from Regions 3 and 4 shall be elected in 2000 and every four years thereafter. Each director must be a resident of the region from which elected. The Board of Directors shall determine the boundaries of each region based on the number of Society members residing in each state on April 30 of each odd-numbered year. Each region shall include approximately equal numbers of Society members. All directors elected or appointed prior to 1998 shall continue in office until the expiration of their terms, and one director shall be elected at large in 1998 for one two year term. All directors elected or appointed from regions in 1998 or afterwards shall continue in office until the expiration of their terms unaffected by any change in regional boundaries that may occur during their terms.
Section 7. The Board of Directors shall have the authority to designate the procedures for the conduct of elections including the preparation, printing, mailing, and counting of all ballots received. The results of the elections shall be reported to the membership.
Section 8.
 
Only members in good standing one hundred days before the end of the fiscal year in which the election is held may vote in the biennial elections.
 

Article X:    Annual Meeting
 

Section 1.
 
The Society shall meet once each calendar year at the time, date, and place determined by the Board of Directors. Notice of the annual meeting shall be announced to the membership in advance. A quorum of any meeting of the Society shall consist of those members in good standing who are present.
 

Article XI:   Fees and Dues
 

Section 1. Charges, fees, and dues, and classes of membership based on payments to the Society, shall be determined and announced to the membership by the Board of Directors, except that the status of anyone who is a life member at the time these Bylaws take effect shall not be altered thereby.
Section 2.
 
Dues are payable in advance.
 

Article XII:  Seal and Insignia
 

Section 1. The seal is one and thirteen-sixteenths of an inch in diameter, consisting of the bearings of the Society displayed on the breast of a conventional eagle, below which is a ribbon or scroll containing the motto "Non Nobis Solum" (Not for Ourselves Alone), and above a similar ribbon with the words "THE NATIONAL GENEALOGICAL SOCIETY," all contained within two or more concentric circles. The date of the founding of the Society, "1903," in figures appears between the eagle's claws.
Section 2.
 
The design of the insignia is a shield in blue, white, and red enamel, surrounded by a ribbon of gold bearing the name "NATIONAL GENEALOGICAL SOCIETY" in blue letters. The blazon of the shield is argent, three acorns gules, within a bordure azure.
 

Article XIII: Amendments

Any member may submit proposed bylaws amendments to the Board of Directors. Bylaws amendments shall be submitted to the membership for a 90-day comment period, and the Board of Directors must consider such comments before voting on the proposed amendments. An amendment must be approved by two-thirds of the Board of Directors.

Article XIV:  Parliamentary Authority

The rules contained in Robert's Rules of Order Newly Revised, or any future revision thereof, shall govern the Society in all cases in which they are not inconsistent with the Bylaws of the Society. As of 1997, the 1990 Edition is current.

 

 


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