The name of this Society shall be the National Genealogical Society.
The name of this Society shall be the National Genealogical Society.
The 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.”
To inspire, connect, and lead the family history community. We foster collaboration and best practices in advocacy, education, preservation, and research. We enable people, cultures, and organizations to discover the past and create a lasting legacy.
Commitment to Ethical Purpose:
The Society commits to building a diverse and inclusive community interested in shaping the future of family history through trusted collaboration.
The Objectives of the Society shall be to:
Section 1. All individuals and organizations (for purposes herein, “organization” refers to any society, association, library, archives, institution, group or entity) willing to promote the objectives of the Society, upon payment of the prescribed dues and fees, are deemed a member in good standing
Section 2. Any member may be terminated or suspended by the Board of Directors for cause after opportunity to be heard.
Section 3. The Board of Directors may establish different fees for various categories and benefits of individual and organization members.
Section 4. For voting purposes, each individual or organization member shall have only one (1) vote. A family membership (individual plus an additional family member) shall have only one (1) vote. Each organization member shall appoint or select annually from its own membership or staff one voting delegate who shall act as the official representative of the organization member. This voting delegate shall serve until said organization appoints or selects a new delegate. Each organization member shall notify the Society of the name and contact information of its voting delegate. Each such delegate on record with the Society shall have the right to cast one (1) vote on all matters and in the Delegate Council.
Section 1. The five elected officers shall consist of a President, Vice President, Vice President for Society and Organization Management, Secretary, and Treasurer and shall be elected by the members for terms of two (2) years.
Section 2. An officer 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 of Directors 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.
Section 5. An officer may resign by delivering written notice to the President, Secretary, or Board of Directors. A resignation is effective when the notice is delivered unless the notice specifies a later time. If a resignation is made effective at a later time, the Board of Directors may fill the pending vacancy before the effective time if the Board provides that the successor does not take office until the effective time.
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. (a.) 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.
(b.) The Vice President for Society and Organization Management shall provide effective representation of member organizations before the Board and shall serve as the liaison between the Board and the Delegate Council.
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 Treasurer shall oversee the Society’s financial reporting and present the annual financial statements which shall be audited 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 audited shall be made available to the membership. It is the responsibility of the Board of Directors to select a person or persons to audit the Treasurer’s report.
Section 1. The Board of Directors shall consist of the elected officers, four (4) Regional Directors, between four (4) and eight (8) At-Large Directors, and the most recent Past 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 (1/3) of the members of the Board of Directors then in office. Written notice of any special meeting, with the purpose stated clearly, shall be sent to each director at least three (3) 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, and any Committee or work group is authorized to meet by 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 quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors.
Section 7. A director may resign by delivering written notice to the President, Secretary, or Board of Directors. A resignation is effective when the notice is delivered unless the notice specifies a later time. If a resignation is made effective at a later time, the Board of Directors may fill the pending vacancy before the effective time if the Board provides that the successor does not take office until the effective time.
Section 8. A director may be removed pursuant to the Act, Section 13.1-860.
Section 9. A vacancy in any elective Director position may be filled by the Board of Directors until the next biennial election.
Section 10. A director having served more than one half of a term in office shall be deemed to have served a term.
Section 11. Board members are expected to attend all Board activities. An elected Board member who is absent from two (2) consecutive meetings of the Board shall be encouraged to reevaluate with the President of the Board his/her commitment to the organization. A Board member who has missed over 50% of Board commitments in a year without such a reevaluation with the President will be asked to resign from the Board.
Section 12. The Board shall maintain a Conflict-of-Interest Policy. Each Board member shall agree and adhere to the policy annually.
Section 13. Any action required or permitted to be taken at a meeting of the Board or of any committee may be taken without a meeting if all of the members of the Board or committee consent in writing to the specific action and the written consents are included in the minutes or filed with the corporate records reflecting the actions taken. Action taken under this section is effective when the last Director signs (including by electronic means) the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 1. The Executive Committee shall consist of the President, Vice President, Vice President for Society and Organization Management, Secretary, Treasurer, and Past President. 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. Decisions of the Executive Committee must be approved by two-thirds of the Committee. The Executive Committee shall report its actions to the Board of Directors for approval by the Board.
Section 2. The President shall appoint, with the approval of the Board of Directors, Standing Committees, other Committees, Task Forces, and Work Groups, as the Board of Directors may determine.
The President shall appoint Committee, Task Force, and Work Group chairs and members with the approval of the Board of Directors. Committee, Task Force, and Work Group member terms shall generally coincide with the term of President.
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. The Finance Committee shall submit an annual Society budget to the Board of Directors for approval.
Section 4. In conjunction with the President, Executive Director, and Governance Committee, each Committee, Task Force, and Work Group shall review its charter and present it for approval by the board annually.
Section 5. The designation and appointment of any Committee, Task Force, or Work Group and the delegation of authority to such shall not relieve the Board or any Director of any responsibility imposed by law.
Section 1. A Delegate Council is authorized and each organization member may, at its discretion, have one voting delegate from its membership in the Delegate Council. The Delegate Council shall provide advice to the Board of Directors on genealogy society or organization- related matters, and implement any programs designed to strengthen genealogy societies or organizations delegated to it by the Board of Directors. The Delegate Council may develop its own procedures subject to approval by the Board of Directors. A chair and chair-elect of the Delegate Council may be elected from among the Delegates.
Section 1. The Nominating Committee, consisting of a chairperson, the chair or chair-elect of the Delegate Council, and three (3) other members, who shall be appointed by the President, with the advice and consent of the Board of Directors, from members of the Society. No more than one (1) current Board member may serve on the Nominating Committee. No members of the Nominating Committee can be nominated to an Officer or Director position during the election cycle in which they serve on the Nominating Committee. 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 who is not a member of the Society in good standing when nominated for office. The Vice President for Society and Organization Management shall also be a member in good standing of an organization as defined in Article IV, Section 1.
Section 3. All elected officers and directors shall be elected by a majority of the votes cast, as long as quorum has been satisfied. Quorum is defined as five (5) percent of members in good standing.
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 (2) full consecutive terms in the same elective position but may continue to serve the Society thereafter in another position. At-Large and Regional Directors shall be considered different positions.
No officer shall serve more than two (2) consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to allow an officer to be nominated to an additional two (2) year term.
After a total of twelve (12) years of continuous service on the Board of Directors, a Director must move off the Board for a minimum of two (2) years before being eligible for appointment or election to the Board again.
Section 6. The Board shall, in advance of the nomination process in every even-numbered year, divide the United States into four (4) regions, along state boundary lines, which shall be designated as Regions 1, 2, 3, and 4, with roughly one quarter of the Society’s membership residing in each region. The Society’s four (4) 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 until the conclusion of their term. All members of the Society 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 (4) years, or until his successor is duly elected and qualified. Each of the President, Vice Presidents, Secretary and Treasurer shall be elected for two-year terms directly by the members at the annual meeting of the Society in even-numbered election 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 so that no more than one-half of the available Director seats are up for election at any given time. 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 year.
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 or electronically 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 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.
The results of the elections shall be reported to the membership.
Section 8. Only members in good standing sixty (60) days before the date for an annual or special meeting of members may vote in the meeting.
The Society shall meet once each calendar year at the time, date, and place, including through electronic communications, determined by the Board of Directors. Notice of the annual meeting shall be announced to the membership in advance, and otherwise as required by the Act. A quorum of members of any meeting of the Society shall consist of at least five (5) percent of those members in good standing. A majority of quorum is required to pass any action.
Section 1. Charges, fees and dues, and categories 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
Section 1. The Executive Director is the chief executive of the Society, and pursuant to Article V, Section 4., the Board may appoint the Executive Director as the Chief Executive Officer (CEO) of the Society as an Auxiliary Officer. The Executive Director is responsible for carrying out the work of the Society in accordance with the policies established by the Board of Directors. In general, the Executive Director is responsible for the hiring, supervision, and discharge of all other employees, contractors and consultants subject to the policies of and budget approved by the Board of Directors. The Executive Director shall present regular reports to the Board of Directors.
The Board’s auditor shall report to the Board of Directors through the Audit Committee.
Section 2. By virtue of the position, the Executive Director serves as a non-voting member of the Board of Directors. All or a portion of a meeting of the Board may be held in executive session without the presence or participation of non-voting Board members.
Section 3. The Executive Director is selected by and reports to the Board of Directors as a whole, coordinated through the Board President, or President’s designee. The role of the Executive Director will be subject to the provisions of his/her contract or employment agreement and/or position description.
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.
Section 3. The Board of Directors may adopt, use, and alter the organizational seal or insignia.
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. These Bylaws may be altered, amended, or repealed, and new Bylaws may be made and adopted at any duly called 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 (2/3) of the Board of Directors present at such meeting, except that no amendment that would limit or remove the rights of members shall be effective unless also approved by the members.
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.
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.
Any person who was or is a director or officer of the Society or who, while a director or officer of the Society, is or was serving at the Society’s request as a director, officer, partner, trustee, employee, or agent of another entity, [may/shall] be indemnified by the Society against all liabilities and expenses reasonably incurred by him or her arising out of or in connection with any threatened, pending, or completed civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action pursuant to and subject to the restrictions of §§13.1-876 – 13.1-878 of the Act.
Amended 12 November 2024
Ellen Pinckney Balthazar, Secretary