ARTICLE I: NAME
The name of this organization shall be the Triangle Jewish Genealogical Society, Inc. (the “Society”).
ARTICLE II: NON-PROFIT CHARACTER
The Society shall be operated as a non-profit corporation under Section 501(c)(3) of the Internal Revenue Code of 1954.
The objectives of the Society shall be:
ARTICLE IV: MEMBERSHIP
Section 1. Annual membership shall be considered to extend from January 1 through December 31 to any individual or family willing to promote the objectives of the Society. Members shall have voting rights upon submission of a written application and payment of prescribed dues.
Section 2. Should any member fail to pay the annual membership dues by January 31, that member shall not be considered as a member in good standing. To be reinstated, the required dues must be paid and such fee will be retroactive to the beginning of the calendar year.
ARTICLE V: EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS
Section 1. The Executive Committee shall consist of the President, the Vice President, the Secretary, and the Treasurer (the “Officers”), as determined by a vote of the membership.
Section 2. The Board of Directors (the “Board”) shall consist of the Executive Committee, the immediate past President and a minimum of two (2) and a maximum of four (4) members at large, as determined by a vote of the membership.
Section 3. The Board shall make all decisions for the Society
in keeping with its By-laws. The Executive Committee shall be
authorized to act on behalf of the Board, as the need arises, between
regular Board meetings. Its actions shall be consistent with the
established policies of the Board.
Section 4. The Board shall meet a minimum of four (4) times per year to carry on the business of the Society. A meeting of the Board may be called by the President, and must be called upon the request of any two members of the Board. Any or all members of the Board may participate in a meeting of the Board or any committee thereof by means of telephone conference call or online conference or any other means of communication by which all persons participating are able to communicate with each other. The Secretary shall notify all members of the Board by email or regular mail of the time and place of each meeting at least two weeks in advance. For meetings that are held by telephone conference call or an online conference, the Secretary shall send notifications at least three days before such meetings. In addition, the Board may consider and vote on issues using email, in which case no advance notice is required.<
Section 5. The Executive Committee may conduct business in person, by telephone conference, or online conference.
Section 6. Any member of the Board who resigns, or who is absent from two consecutive meetings of the Board without indicating valid cause, shall be dropped from the Board of Directors and the unexpired term shall be filled by the selection of the Board from among the roster of members.
Section 7. The Board shall determine the dates and nature of all meetings and events of the Society with due consideration being given to any expressed wishes of the membership.
Section 8. A quorum of the Board shall consist of one more than half the number of Board members. In the absence of a quorum, the Board may propose suggestions for an ensuing meeting, but no actions may be taken until a quorum is present. In addition, in cases in which the Board circulates proposals by email for a decision, one more than half the number of Board members' email approvals shall be necessary to approve action.
Section 9. The latest available edition of Roberts Rules of Order shall govern all meetings of the Board.
ARTICLE VI: ELECTIONS
Section 1. No later than September 30th of each year, the Board shall appoint a Nominating Committee, consisting of a Chairman, selected from the Board , one (1) additional member of the Board and one (1) member at large.
Section 2. The Nominating Committee shall propose a slate of nominees for the Executive Committee for the Board, and shall furnish their results to the Secretary no later than October 31.
Section 3. No later than November 15, the Secretary shall issue the call for the Annual Meeting, to be held on a date in December to be determined by the Board at its first meeting of the calendar year, enclosing the slate proposed by the nominating Committee. This shall be circulated in time to reach the membership by regular mail or e-mail in advance of the Annual Meeting.
Section 4. The elections shall be held at the Annual Meeting. Terms of both the Officers and members of the Board shall be for one year subject to re-election. No individual shall serve as President for more than three years consecutively.
Section 5. All elected Officers and Board members shall assume their office at the conclusion of the Annual Meeting.
ARTICLE VII: DUTIES OF OFFICERS
Section 1. The President shall be the principal executive officer with the responsibility for general supervision of the affairs of the Society. The President shall preside at all meetings of the Society and of the Board, but may designate the Vice President to function when the President is unavailable. With the approval of the Board, the President shall appoint all committees and shall serve ex-officio except on the Nominating Committee.
Section 2. The Vice President shall substitute in the absence of the President and shall carry out whatever responsibilities may be assigned by the President or Board.
Section 3. The Secretary shall keep a record of the proceedings of the Society and of the Board and carry out any necessary correspondence on behalf of the Society.
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 policy established by the Board; shall pay all bills, and shall receive monies collected for dues by the Membership Chairperson, any monies given to the Society as donations or as fees and any debts owed to the Society.
ARTICLE VIII: MEMBERSHIP MEETINGS
Section 1. The Society shall hold regular meetings during the year. The Society shall also hold an Annual Meeting in December at a time and place selected by the Board. Due notice of the meetings and the meeting agenda shall be circulated to the membership at least two weeks in advance of the meeting and may be given by email or regular mail.
Section 2. For the transaction of any business requiring the approval of the membership at large, a quorum shall consist of twenty percent (20%) of the voting membership.
Section 3. Decisions shall be made by one more than half of the number of members present or represented by proxy voting at the meeting. In the event of a tie, the President shall cast the deciding vote.
Section 4. The latest available edition of Roberts Rules of Order shall govern all meetings of the Society.
ARTICLE IX: FEES AND DUES
Section 1. Charges, fees, and dues shall be established by vote of the Board which shall have the right to establish classes of membership.
Section 2. Dues are payable in advance and become due by January 1st each year. It shall be the responsibility of the Membership Chairperson to send a dues reminder to members by October 31, which notice may be sent by email or regular mail.
Section 3. Any person joining the Society in October, November, or December of the year shall not be required to pay dues again until January 1st after the following December. Any person joining the Society at any other time of the year shall be required to pay the full dues.
ARTICLE X: DISSOLUTION
Upon the dissolution of the Society, the Board shall, after payment of all liabilities, dispose of all the assets of the corporation exclusively for the purposes and in such manner or to such an organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at that time qualify for exemption under Section 501(c)(3) of the Internal Revenue Code of 1954.
ARTICLE XI: AMENDMENTS TO BY-LAWS
Section 1. These By-laws may be amended, altered or repealed or new By-laws may be adopted by a majority vote of the members in good standing at an Annual or Special Meeting of members at which a quorum is present, provided that the proposed amendment shall have been included in the notice of the meeting.
Section 2. Amendments to these By-laws may be proposed by the Board and approved for distribution to the membership by a majority vote of the Board voting at a duly called Board meeting, in person (which may include by conference call, online conference or by email) or by written proxy.
Section 3. Amendments to these By-laws may be proposed in writing by any member in good standing, provided they are accompanied by the signatures of at least 3 other members in good standing of the Society. The Secretary will circulate such proposals to the Board, which may approve any amendments by a majority of the Board voting in person, by email or by proxy. Upon approval by the Board, the Board shall include the amendment in notice of the next Annual Meeting or a Special Meeting to be called for the purpose of considering and voting upon the proposed amendment. The proposed amendment shall be adopted by the vote of a majority of the membership voting at the meeting for which notice of the proposed amendment shall have been given.
Triangle Jewish Genealogical Society