| 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:
- To collect, preserve,
and disseminate knowledge and information about genealogical
and related historical, biographical, and heraldic data;
- To inculcate and
promote interest in accurate research in these fields;
- To encourage adherence
to principles of accuracy and thoroughness in research;
- To champion ethical
standards and to discourage and oppose incompetent and disreputable
practices or researchers;
- To foster careful
documentation and otherwise promote scholarly writing;
- To issue publications;
and
- 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.
|