Bylaws of the Missouri State Genealogical Association
[Adopted: 9 August 2003]
The name of this organization is “Missouri State Genealogical Association,” hereinafter referred to as the “Association,” a nonprofit corporation that qualifies as a tax-exempt organization under section 501(c)(3) of the Internal Revenue Service Code.
The mission of the Association is to increase the education and knowledge of members of the Association and the public in family history, genealogical records, and the principles of genealogical research.
Membership
Section 1. Any individual or institution interested in supporting the mission of the Association may become a member by paying the dues established by the Board of Directors.
Section 2. Memberships shall be classified as follows:
(a) Individual. Any person who pays dues established by the Board of Directors.
(b) Institution. Any organization that pays dues equal to that of an Individual member. The institution may designate one person to be a voting member of the Association and a delegate to the annual meeting.
(c) Contributing. Any person who pays an annual amount equal to two times the annual Individual member dues.
(d) Patron. Any person who pays an annual amount equal to five times the annual Individual member dues.
(e) Life. Any individual who pays a
one-time amount equal to twenty times the annual Individual member dues.
Section 3. The Board of Directors shall set all dues. Memberships shall be based on the calendar year.
Section 4. All classifications of membership shall include a subscription to the official publication(s) of the Association.
Section 5. All Individual, Contributing, Patron, Life members, and designated Institutional delegates shall be voting members of the Association.
Section 6. Any member whose dues are in arrears for two months shall no longer receive the benefits of membership.
Section 7. Membership lists shall be treated as confidential. Use of membership lists for any purpose other than for projects of the Association must have the approval of the Board of Directors.
The Board of Directors
Section 1. Seven elected Officers and eight elected Directors shall constitute the Board of Directors. All Officers and Directors shall be members of the Association. Only one vote can be cast by any given position on the Board of Directors.
Section 2. The Board of Directors shall have general supervision of the affairs of the Association and shall perform such other duties as are specified in these Bylaws.
Section 3. Regular meetings of the Board shall be held each quarter. Special meetings of the Board may be called by the President or by the written request of one-third of the members of the Board.
Section 4. The term of office for elected Directors shall be two years and shall begin at the close of the annual meeting at which they are elected. No member shall be eligible to serve more than two consecutive terms in the same Director position.
Section 5. The following Board members shall serve terms beginning and ending in even numbered years: President, Recording Secretary, Treasurer, Library Director, Editorial Director, Public Relations Director, and one At-large Director.
Section 6. The following Board members shall serve terms beginning and ending in odd numbered years: First Vice President, Second Vice President, Third Vice President, Corresponding Secretary, Education Director, Publications Director, Historical Director and one At-Large Director.
Section 7. One-third of the
membership of the Board of Directors shall constitute a quorum.
Section 8. The Board shall fill any vacancy on the Board of Directors by appointment from a list of candidates furnished by the Nominating Committee. The appointee will serve until the next regularly scheduled election, when candidates for the remainder of the unexpired term shall be nominated and elected in the regular manner.
Section 9. The Board of Directors shall have authority to declare any elective or appointive office vacant for justifiable cause by a vote of two-thirds of the entire board membership. Non-attendees may submit a proxy vote in writing. The individual shall be given reasonable opportunity to show cause why such action should not be taken.
Section 10. The Board of Directors shall serve without any compensation from the Association.
Officers
Section 1. The elected Officers of the Association shall be a President, a First Vice President, a Second Vice President, a Third Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. The Officers shall perform the duties established by these Bylaws and any special rules the Association may adopt under its parliamentary authority.
Section 2. The Officers shall serve for two years and their terms of office shall begin at the close of the annual meeting at which they are elected.
Section 3. No member shall hold more than one elected office at a time and no member shall be eligible to serve more than two consecutive terms in the same office.
Section 4. The President shall preside at all meetings of the Executive Council, the Board of Directors, and the annual meeting, and shall have the authority to make assignments of duties to the Officers, Directors, and committees, subject to the consent of the Board of Directors.
Section 5. The First Vice President shall, in the absence of the President, perform the duties of that office. In case of permanent disability or the resignation of the President, the First Vice President shall succeed to that office for the unexpired part of the term.
Section 6. The Second Vice President shall serve as chair of the Conference Committee.
Section 7. The Third Vice President shall serve as the Membership Chair.
Section 8. The Recording Secretary shall record and keep accurate records of the proceedings of the Association in a permanent record book. The Recording Secretary shall have charge of the current minute books, seals, official papers, and corporate records of the Association.
Section 9. The Corresponding Secretary shall conduct correspondence for the Association.
Section 10. The Treasurer shall keep an accurate account of all funds received, deposit same in a bank or banks designated by the Board of Directors, and pay all lawful bills in accordance with guidelines established by the Board of Directors. This Officer is also responsible for maintaining the Association’s non-profit corporation and tax-exempt status.
Section 1. The eight directors of the Association shall be an Education Director, a Library Director, a Publications Director, an Editorial Director, a Historical Director, a Public Relations Director, and two At-Large Directors.
Section 2. The Directors shall serve for two-year terms and their term of office shall begin at the close of the annual meeting at which they are elected.
Section 3. No member shall hold more than one elected office at a time and no member shall be eligible to serve more than two consecutive terms in the same office.
Section 4. Six of the Directors shall chair standing committees as specified in Article X, Section 4. The two At-Large Directors may be assigned to committees at the discretion of the President.
Nominations and Elections
Section 1. A Nominating
Committee shall consist of three elected members of the Association. One new member shall be
elected at each annual meeting for a three-year term.
Section 2. The chair of the Nominating Committee shall be chosen from within the committee.
Section 3. The slate prepared by the Nominating Committee shall be communicated to the Board of Directors in time for a written ballot to be included in the spring issue of the Association’s newsletter. The ballot will include provisions for write-in candidates. Completed ballots must be returned to the current post office box of the Association by the day of the annual meeting. The President shall appoint a teller and two judges to count the ballots and prepare a written report for the annual meeting.
Section 4. A vacancy occurring on the Nominating Committee shall be filled by the Executive Council for the unexpired portion of the incumbent’s term, subject to the approval of the Board of Directors.
Meetings
Section 1. The annual meeting of the Missouri State Genealogical Association’s membership shall be held at a date and place established by the Board of Directors and, in years when a conference is held, the annual meeting will be held in conjunction with the conference.
Section 2. The annual meeting of the Association shall be for the purpose of receiving reports of Officers and committees and for any other business that may arise.
Section 3. A quorum for the annual meeting shall consist of the membership in attendance.
Section 4. The Board of Directors may call a special meeting of the membership.
Executive Council
Section 1. There shall be an
Executive Council consisting of the Officers of the Association.
Section 2. The Executive Council shall conduct the Association’s business between meetings of the Board of Directors. For this reason, Council members may be polled by telephone, mail, or electronic means. The Executive Council shall take no action between board meetings except those actions that cannot be delayed until a regularly scheduled board meeting. All actions of the Executive Council shall be subject to approval by the Board of Directors.
Section 3. A quorum of the Executive Council shall be a majority of its members.
Committees
Section 1. The President shall appoint an Auditing Committee of at least two people, one of whom must be a member of the Association. It will be the Auditing Committee’s responsibility to review the Treasurer’s accounts at the close of the fiscal year and to report at the annual meeting.
Section 2. The Treasurer shall be the chair of the Finance Committee and shall appoint two other members. The Finance Committee shall be responsible for preparing a budget for the fiscal year beginning on January 1. The budget shall be submitted to the Board of Directors for approval.
Section 3. The Conference Committee shall consist of the chair, who shall be the Association Second Vice President, and as many members as are deemed necessary by the chair to accomplish the Conference Committee’s specific task. The Committee shall develop the operating policies, budgets, and programs of the annual conference, subject to Board approval.
Section 4. A standing committee shall consist of an elected Director as chair and as many members as are deemed necessary to accomplish the committee’s specific task. The chair shall appoint committee members. The Standing Committees shall be:
(a) The Education Committee, which shall recommend and administer the Association’s educational program.
(b) The Library Committee, which shall recommend and administer the Association’s library program.
(c) The Publication Committee, which shall recommend and administer the Association’s publishing program.
(d) The Editorial Committee, which shall be responsible for the publication of the Association’s official journal and newsletter.
(e) The Historical Committee, which shall maintain the Association’s historical records.
(f) The Public Relations Committee, which shall be responsible for promoting the Association’s objectives through all available media sources.
Section 5. The President shall appoint special committees, as the Board of Directors shall deem necessary. The President shall be an ex officio member of all committees except the Nominating Committee.
Dissolution
In the event of dissolution of this Association, it shall convey any and all remaining assets of the corporation to any other non-profit corporation(s) having objectives substantially like or similar to this Association as outlined in the Articles of Incorporation of the Missouri State Genealogical Association.
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.
As needed, the President shall appoint a parliamentarian who shall serve the President and the Association.
Amendments
Section 1. These Bylaws may be amended by a two-thirds vote by ballot provided the proposed amendment(s) has been submitted to and approved by the Board of Directors and submitted in writing to the membership at least thirty days prior to the annual meeting.
Section 2. These Bylaws shall take effect at the close of the annual meeting at which they are adopted.
Note: History of Revisions to Bylaws:
Articles of Incorporation: 9 October 1979
Bylaws enacted: 1 March 1980
First Revision: 29 June 1985
Second Revision: 5 August 1989
Third Revision: [9 August 2003]