Approved 8 November 2014
Article I: Name
Article II: Nonprofit CharacterThe Society shall be operated as a nonstock corporation under the laws of the Commonwealth of Virginia, including the provisions of the Virginia Nonstock Corporation Act (the “Act”), and as a nonprofit corporation in accordance with Section 501(c)(3) of the Internal Revenue Code. It may be referred to herein as the “Society” or the “Corporation”.
Article III: Objectives
The objectives of the Society shall be:
- To collect, preserve, and disseminate knowledge and information about genealogy and related fields;
- To seek to inculcate and promote interest in accurate research in genealogy;
- To seek to encourage adherence to principles of accuracy and thoroughness in research in genealogy;
- To seek to champion ethical standards in genealogy and to discourage and oppose incompetent and disreputable practices;
- To seek to foster careful documentation and otherwise promote scholarly writing in genealogy;
- To issue publications on genealogical or related subjects;
- To encourage, promote, and provide genealogical education and scholarly training for all interested in these endeavors; and
- To encourage and promote preservation of, and access to, public records.
Article IV: Membership
Section 1. Any individual 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. Organizations are not eligible to join as members.
Section 2. Any member may be dropped by the Board of Directors, for cause after opportunity to be heard.
Section 3. The Board may establish different fees for classes and benefits of individual membership, but for voting purposes each individual member shall have only one vote. A family membership (individual plus an additional family member) shall have only one vote.
Section 4. The Board may establish different fees for classes and benefits of organizational subscribers and other non-member subscribers, but they shall not be members or have any voting rights.
Article V: Officers
Section 1. The elected officers shall consist of a President, Vice President, Secretary, and Treasurer and shall be elected by the members for terms of two years.
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 officer position shall be filled by the Board of Directors until the next biennial election.
Section 4. The Board may appoint such auxiliary officers, including, without limitation, Assistant Vice Presidents, Assistant Secretaries or Assistant Treasurers, as it deems appropriate from time to time and may specify their duties.
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 made available 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, four regional directors, between four and eight at-large 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 officers and 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 half of the Executive Committee or one-third of the directors. Written notice of any special meeting, with the purpose stated clearly, shall be sent to each director at least five days before the meeting date, which notice may be given electronically via email or other electronic delivery method. Notice of a special meeting may be waived in writing by a director, either before or after the meeting, and such a waiver of notice may be given electronically via email or other electronic delivery method. Any such email or other electronic waiver shall be deemed a signed, written waiver of notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting. The Board of Directors, Executive Committee, standing committees, and special committees are authorized to meet by telephone conference or through other electronic communications in accordance with the provisions of the Act. The Board of Directors may adopt rules (and establish procedures) for the conduct of such electronic meetings.
Section 5. The Board of Directors may hold regular or special meetings in or out of the Commonwealth of Virginia. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 6. A quorum of the Board of Directors shall consist of more than one-half of the directors then in office. If a vacancy occurs on the Board it may be filled by the remaining directors in office.
Article VIII: Committees
Section 1. The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. The Executive Committee shall have and may exercise the powers of the Board of Directors between meetings of the Board of Directors, except as limited by law, and 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 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 voting members of standing committees (other than the Nominating Committee) and special committees shall be members of the Board and members of the Society in good standing who have been appointed to the committee. The President may appoint special advisory committees as deemed by the President to be necessary or appropriate from time to time, including without limitation, committees on Awards and on Records Access. Special advisory committees may include non-Society members who will be appointed as non-voting members of the committee. Committee member terms shall coincide with the term of the office of president. The president shall appoint committee chairs and members of each committee.
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 ElectionsSection 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. A list of the nominations made by the Nominating Committee shall be reported to Society members approximately twenty-eight (28) days prior to the beginning of the election. Additional nominations may be made by a petition signed by not less than one hundred (100) members of the Society submitted to the Nominating Committee at least fourteen (14) days prior to the beginning of the election. Persons so nominated by petition must previously have agreed to serve if elected. No nominations may be made from the floor of the annual meeting at which the Nominating Committee's report is made.
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. All elected 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 (October 1) and shall continue for the periods for which they were elected, or until their successors have been elected and qualified. Except as hereinafter provided, Directors shall be elected for terms of four years. Elected officers shall be elected for terms of two years each.
Section 5. An elected officer or elected director shall not be eligible for election to serve more than two full consecutive terms in the same elective position, but may continue to serve the Society thereafter in another position. At-large and original directorships shall be considered different positions, and an election to fill a vacancy for the remainder of a term shall not be considered as an election for a full term.
Section 6. The Board shall, in every odd-numbered year, based upon the Corporation’s membership as of September 30 of the preceding calendar year, divide the United States into four regions, along state boundary lines, which shall be designated as Regions 1, 2, 3 and 4. The Corporation’s four regional directors shall each be residents of the region which they are elected to represent; but if they subsequently move during their term, or region boundaries are changed, they shall continue to represent the region from which they were elected. All members of the Corporation shall have the right to vote for all regional directors.
Each at-large director and each regional director shall be elected by the members for a term of four years, or until his successor is duly elected and qualified. Each of the President, Vice President, Secretary and Treasurer shall be elected for two-year terms directly by the members at the annual meeting of the Corporation in such even-numbered years. All officers and directors elected by the members shall commence their terms on October 1 following their election, unless they were elected to fill a vacancy, in which case they shall commence their term immediately upon their election or at such other date as may be specified in their election.
The terms of the regional and at-large directors shall be staggered. At least two at-large directors and two regional directors, shall be elected in 2016 and every four years thereafter. At least two at-large directors and two regional directors, shall be elected in 2018 and every four years thereafter. If any additional at-large directors are elected, they shall be classified as determined by the Board to maintain staggered classes. Directors may also be elected by the members for terms of one, two or three years if deemed necessary or desirable by the Board to balance the number of directors in any class.
There shall be no right of members to cumulate their votes for directors.
Section 7. Members who cannot attend an annual meeting may vote by mail in that annual election, if the Board of Directors authorizes voting by mail for that election. The Board of Directors shall have the authority to designate the procedures for the conduct of elections, including if applicable the preparation, printing, mailing, and counting of all ballots received. The results of the elections shall be reported to the membership. The Board may authorize electronic voting by members who cannot attend an annual meeting, in accordance with and to the extent permitted by the provisions of the Act.
Section 8. Only members in good standing sixty days before the date for an annual or special meeting of members may vote in the meeting.
Article X: Annual Meeting
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 green tree with roots designed as a pedigree chart, surrounded by a circle containing the name "NATIONAL GENEALOGICAL SOCIETY" and "Founded 1903" at the base of the circle.
Article XIII: Amendments
Any member may submit proposed bylaws amendments to the Board of Directors. An amendment of these bylaws must be submitted to the Board in writing at least fifteen (15) days before the meeting at which it is considered, which proposed amendment may be submitted electronically via email or other electronic delivery method, and must be approved by a vote of at least two-thirds of the Board of Directors present at such meeting. These bylaws may be altered, amended or repealed, and new bylaws may be made and adopted at any regular meeting of the Board of Directors, or at any special meeting called for that purpose, by the affirmative vote of at least two-thirds of the Board of Directors present at such meeting.
Article XIV: Fiscal Year
The fiscal year of the Corporation shall be determined by the Board of Directors from time to time in its discretion, but unless otherwise established shall be a year commencing October 1 and ending September 30.
Article XV: Parliamentary AuthorityThe 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.
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