ARTICLE I: NAME AND PURPOSE
Section 1: Name
The Society will be called the “The Austin Genealogical Society,” hereinafter referred to as the “Society.”
Section 2: Purpose
The purposes for which this Society is organized includes:
- To promote an interest in genealogy.
- To investigate, collect, record, publish and deposit in libraries, archives, and digital or electronic repositories the genealogical and historical materials of Texas, with particular focus on items pertaining to the City of Austin and/or Travis County.
- To educate its members and the general public in the use of historical and genealogical reference materials.
- To support genealogical libraries, archival collections, and access to and preservation of records that will benefit the research efforts of the Society.
ARTICLE II: MEMBERSHIP, DUES, DUTIES
Section 1: Membership – Membership shall be open to all persons or entities whose interests are consistent with the purposes of this Society.
Section 2: Dues – The Society operates on a calendar year from January 1 to December 31. To remain an active member of the Society, member(s) shall be liable for the payment of annual dues. Dues for membership in the Society shall be determined by the Board not later than November 30th each year for the following calendar year. Dues are payable in advance for the calendar year beginning January 1st. Members who fail to pay current year dues by February 28th will be dropped from the membership roll.
Section 3: Duties/Conduct of Members – Members shall refrain from conduct which would bring injury or bad name to the Society.
ARTICLE III: ELECTIONS AND VOTING
Section 1: Nominating Committee
In July, a Nominating Committee consisting of five members shall be formed in the following manner: (1) the President appoints the Chair from among the Board members or the general membership; (2) two members from the Board of Directors will be elected by the Board. If there are more than two nominees from the Board, the vote will take place by ballot with the two nominees receiving the most votes declared elected; (3) two members from the general membership will be elected by the general membership. Nominations will be received from the floor. If there are more than two nominees, the vote will take place by ballot with the two nominees receiving the most votes declared elected; and (4) the Nominating Committee shall recommend to the Society’s membership six nominees for the Board of Directors at the September meeting.
Section 2: Elections
- Board: The names of the six nominees selected from the membership by the Nominating Committee for the Board of Directors shall be announced to the Society at the September meeting. Before voting on the nominees at the October meeting, the Nominating Committee Chair will accept nominations from the floor. If there are more than six nominees, voting will be by ballot, with the six nominees receiving the most votes declared elected. The six elected will serve two years beginning the following January.
- Officers: All officers of the Society shall be elected by the incoming Board of Directors, comprised of the Directors-elect and the returning Directors for the following year, between the October general membership meeting and January 1st.
Section 3: Voting
Each member whose dues are current is entitled to vote.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Governing Body
The governing body of the Society shall be a Board of Directors composed of twelve members. Their terms of office shall be two years beginning January 1st following the election. The terms of six members of the Board of Directors shall expire each year. No Director shall serve more than four consecutive terms. The Board has the responsibility to plan and execute activities necessary to meet the purposes of the Society and to authorize expenditures and accounting policies pursuant to these goals.
Section 2: Meetings and Quorum
- Meetings: The Board of Directors shall meet any month there is a general membership meeting. Under special circumstances, a Board meeting will not be held. The Executive Committee shall meet at the call of the President, and shall be responsible for conducting business of the Society between scheduled meetings of the Board. Provided he or she is not an elected member of the Board the following year, the immediate Past President may serve for one year as an ex-officio member of the Board.
- Quorum: Eight Board members will constitute a quorum for a stated Board meeting or a special Board meeting that has been properly called.
Section 3: Officers
The Board shall elect from their numbers a President, First Vice-President, Second Vice-President, Secretary, and Treasurer. The five officers listed above in this Section shall form the Executive Committee.
Section 4: Duties of Board
The Board shall: (1) establish the long range and annual goals of the Society; (2) be responsible for financing the organization and annual budget approval; (3) adopt policies and procedures to ensure that all funds are handled and disbursed in a fiduciary manner; (4) identify who shall have access to the bank accounts and debit cards of the Society and limits on expenditures from those accounts; and (5) be subject to the will of the membership.
ARTICLE V: VACANCIES, ATTENDANCE, REMOVAL
Section 1: Vacancies
The Board of Directors shall, in the event of a Board vacancy, fill that vacancy by appointment at its next meeting following the creation of the vacancy. Said appointees shall serve out the remainder of the term of the Director replaced. Should the Board vacancy also be an Officer, the Board will replace the Officer by a majority vote.
Section 2: Attendance
Members of the Board are expected to attend all scheduled Board meetings. If a Director is unable to attend a scheduled Board meeting, the Director is required to provide advance notification to the President or First-Vice President. If their notification is delayed by a last minute emergency situation, the Director shall contact one of these Officers as soon as possible after the meeting.
Section 3: Removal
Any member of the Board of Directors who is absent for three consecutive Board meetings without providing advance notification may be removed from membership on the Board. The Board, by a two-thirds vote of those present, may remove any Director from the Board for what the Board deems to be excessive absences or other actions by that Director that are negatively affecting the Society’s purposes or activities. A Director removed from membership on the Board may seek review of the removal.
Article VI: MEETINGS
Section 1: Society
General membership meetings of the Society shall be held on such dates and at such times and places as may be determined by the Board of Directors. All meetings of Society are open to its members and guests, unless otherwise announced by the Board.
Section 2: Special Meetings
The President may call special meetings of the general Society membership as deemed necessary. Notice of the called special meeting shall be given electronically to the general membership at least three days prior to the meeting date.
Section 3: Quorum
Thirty Society members will constitute a quorum for a stated general membership meeting or a special meeting of the Society that has been properly called.
Article VII: DUTIES OF OFFICERS AND COMMITTEES
The Officers shall perform the duties prescribed in these Bylaws and such other duties as may be assigned by the Board of Directors or the Society.
Section 1: President
The President shall: (1) be the principal executive officer with responsibility for the general supervision of the affairs of the Society: (2) be the official spokesperson for the Society and its Board; (3) preside at all meetings of the Society, the Executive Committee, and the Board of Directors; (4) appoint annually, with Board approval, a Financial Examination Committee comprised of three members; (5) appoint all committee Chairs or Co-Chairs; (6) be an ex officio member of all committees except the Nominating Committee; and (7) appoint special committees as needed.
Section 2: First Vice-President
The First Vice-President shall: (1) in the absence of the President, perform the duties pertaining to that office; (2) act as Parliamentarian of the Society; and (3) perform other duties as assigned by the President and Board of Directors.
Section 3: Second Vice-President
The Second Vice-President shall: (1) preside at meetings in the absence of both the President and the First Vice-President; (2) serve as Program Coordinator by planning and scheduling all monthly and special program meetings and seminars.
Section 4: Secretary
The Secretary shall: (1) keep an accurate record of the proceedings of the Board meetings of the Society; (2) keep an accurate record of the proceedings of any general membership meeting when a vote is required; (3) make the records available for inspection upon written request; and (4) in the absence of the President and Vice-Presidents, call the meeting to order and preside until a chairperson pro tempore is elected. At the expiration of the Secretary’s term of office, the papers and records for the immediate past year shall be turned over to his/her successor.
Section 5: Treasurer
The Treasurer shall: (1) be custodian of all Society funds; (2) keep accurate records to account for the Society’s funds; (3) deposit said funds in such bank or banks as may be designated by the Board of Directors; (4) disburse these funds, as directed by the Board of Directors; (5) be responsible for providing new membership information to those designated by the Board of Directors in a timely manner; (6) prepare and present a monthly financial report at each Board meeting; and (7) prepare and present a written report to the Society not later than January 31st of the following year.
Section 6: Committees
Education Committee – The Education Committee shall be responsible for monthly programs, seminars, workshops and tours.
Financial Examination Committee – Subsequent to the Treasurer’s annual report in January, but prior to the May meeting of the Board and the Society, the Financial Examination Committee shall examine the financial records and prepare a written report to be presented at the May Board meeting. The Committee’s report will be included in a June publication.
Membership Committee – The Membership Committee shall be responsible for providing hospitality at Society functions, retaining current members, attracting new members, and maintaining the membership directory.
Publications – The Publications Committee shall compile and issue all Society publications.
Publicity Committee – The Publicity Committee shall promote the society, its mission, and its activities to the general public, and foster engagement and participation by the society’s members.
Website Committee – The Website Committee shall maintain the Society’s website with items of interest to members and the public.
Article VIII: AMENDMENTS
These Bylaws may be amended at any general membership meeting by the majority vote of the members present provided that the general membership has been provided with the proposed amended bylaws and notification of the date of the vote.
ARTICLE IX: RULES OF ORDER
The current edition of Robert’s Rules of Order, Newly Revised, shall control any matters not provided for in these Bylaws.
ARTICLE X: DISSOLUTION
Upon approval of two-thirds of the Board in attendance, a resolution to dissolve the Society will be placed before the Membership at a stated or properly called meeting, and upon approval by a majority of members present, the Society will be dissolved.
ARTICLE XI: FINAL DISBURSEMENT of FUNDS
Upon dissolution, no part of the funds or property of the Society shall be distributed to or among its members, directors, or any individuals. After payment of all indebtedness of the Society, its surplus funds and properties shall be distributed to one or more nonprofit organization as to further the specific purposes of the Society as set forth in Article I of the Charter.
Last amended August 27, 2013