In this Section...
The Society's bylaws were last modified on April 26, 2007.
Article I: Name
Section 1. The name of the organization is Fairfax Genealogical Society (hereinafter referred to as the "Society.")
Article II: Purposes
Section 1. As set forth in the Society's Articles of Incorporation, its purposes are as follows:
Section 2. The Society shall be operated exclusively as a charitable, educational and scientific nonprofit organization under Section 501(c)(3), or its successor statute, of the Internal Revenue Code. Society funds shall not be distributed to its members, trustees, directors, officers, or other private persons except to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of 501(c)(3) purposes.
Section 3. The Society shall endeavor to cooperate with and enter into joint ventures with other nonprofit organizations sharing the Society's goals and purposes.
Section 4. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a Society exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a Society, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).
Article III: Membership and Dues
Section 1. Membership shall be open to individuals and organizations subscribing to the purposes of the Society set forth in Article II. Society members (not organizations) shall have the right to vote for Society officers, hold any elected or appointed office in the Society, and participate in all Society activities. Members shall be provided with a Membership ID number and access to the Society's Members Only Website.
Section 2. The membership categories are as follows:
Section 3. Membership shall be for the Society fiscal year from 1 July to 30 June, except that any new member (not a former member or a person whose membership has lapsed) whose application is received between March 1 and June 30 of each year shall be a member for the upcoming fiscal year and will also receive the May newsletter published after the Spring Conference. The membership fee shall not be refundable.
Section 4. A change of the amount of annual dues shall be set by two-thirds vote of the members present and voting not later than the last regular Society meeting of the fiscal year.
Section 5. Membership dues shall not be refunded for any reason, including resignation, death, or dismissal from the Society.
Section 6. Membership shall cease through the resignation of the member or failure to pay the required annual dues within three months of the beginning of the fiscal year. Membership can be reinstated upon payment of current annual dues. Lifetime members and Honorary members may resign their membership upon written request submitted to the Board or the Second Vice President.
Section 7. Any member may be removed from membership in the Society for actions detrimental to the welfare or good name of the Society by two-thirds vote of the full Executive Board. Removal may be appealed to the Society's members by written petition addressed to the Recording Secretary within ninety days after written notification of the Executive Board's action. Notification of the appeal shall be made to all members within 30 days of receipt of the petition. A two-thirds vote of the members present and voting at the next regular Society meeting following the Notification of Appeal shall be required to overrule the decision of the Executive Board.
Section 8. By joining the Society, members agree to the following:
Article IV: Officers
Section 1. The officers of the Society shall be President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. These officers shall perform the duties prescribed by these Bylaws, the Standing Rules, and by the parliamentary authority.
Section 2. A Nominating Committee shall consist of three voting members. The Executive Board shall elect each Nominating Committee member at least sixty days prior to the election of officers. The Nominating Committee shall select its Chair. No more than one member of the current Board shall be eligible to serve on the Nominating Committee. The Nominating Committee shall prepare a single list of candidates who are members in good standing of one or more years to be sent to Society members at least fifteen days in advance of the election. Opportunity shall be given at the election for additional nominations from the floor. No nominee shall be named without the nominee's consent. New officers shall be elected by a majority of the members present and voting. The Corresponding Secretary shall inform the new officers of their election. Unless otherwise specified by the Executive Board, the annual election shall be held at the last regular Society meeting of the fiscal year but not later than June 30th.
Section 3. The term of office for officers shall be one year beginning July 1 and ending June 30, or until a successor is elected and takes office. No member may be elected to serve more than three consecutive terms in the same office. Only members in good standing of one or more years may be elected as officers.
Section 4. The President shall appoint a member to serve the remainder of the term of any elected office that becomes vacant. Such appointment must be confirmed by a majority of the members present and voting at the next regular Society meeting.
Article V: Society Meetings
Section 1. Regular Society meetings may be held in September, October, November, January, February, March, April and May. The President may call special meetings at other times upon fifteen days' written notice to the members.
Section 2. At all regular and special Society meetings, fifteen percent of the voting members shall constitute a quorum for the transaction of business.
Section 3. The Society's Annual meeting shall be the last regular Society meeting of the fiscal year but not later than June 30th.
Article VI: Executive Board
Section 1. The Executive Board shall be the Elected Officers and Appointed Members: President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Immediate Past President, Education Chair, Newsletter Editor, Records Chair, Projects Chair, Marketing Chair, Webmaster, and Conference Chair.
Section 2. The Executive Board may meet monthly at a location selected by the Executive Board. Upon the written request of four Executive Board members, a special Board meeting may be held; such request shall designate the date, time, location, and purpose of the special meeting.
Section 3. A quorum for the conduct of business at any meeting of the Executive Board shall be a simple majority of the Executive Board.
Section 4. The Executive Board shall manage the business of the Society and shall establish policies consistent with the Society's purposes as set forth in Article II. The Executive Board shall have the authority to adopt and amend Standing Rules by a majority vote. The Board shall approve an annual budget to conduct the business of the Society and may consider any expenditure not included in the annual budget that promotes the purposes of the Society. The Recording Secretary shall be the custodian of the Society's corporate documents and seal.
Section 5. The Executive Board shall initiate an annual compliance review of the Society's financial records. Such review shall include but not be limited to verification of all Society receipts and disbursements, and posted accounting records.
Section 6. Upon the call of the President, the Recording Secretary shall poll the available Executive Board members on any measure requiring Executive Board decision prior to the date of the next monthly Executive Board meeting. The endorsement of any such measure by a majority of the Executive Board shall constitute a binding and valid resolution.
Section 7. All acts of the Executive Board shall be corporate acts and no personal liability whatever shall inure or attach to any Society or Executive Board member by reason thereof.
Section 8. The absence of any Executive Board member from three consecutive Executive Board meetings, without a valid reason as determined by the President, shall constitute a vacancy in the position represented by such member.
Section 9. An Executive Board member may be removed from the Executive Board for cause at any regular Society meeting by a two-thirds vote of the members present. For the purpose of this Section 9, "cause" shall constitute any act in violation of the Articles of Incorporation and Bylaws of the Society or contrary to Society interests.
Section 10. New Executive Board members shall assume their positions at the beginning of the fiscal year (July 1). Outgoing Board members shall turn over any files or records pertaining to their positions to their successors within thirty days of leaving their positions.
Section 11. To facilitate transition from one slate of officers to the next, officers elected at the final Society meeting of the fiscal year shall be invited to attend the final Executive Board meeting of the fiscal year.
Article VII: Committees
Section 1. At the beginning of each fiscal year, the President, with the approval of the Executive Board, shall appoint Society members to serve as committee chairs. Each chair shall serve as Executive Board member pursuant to Article VI. The President shall be an ex-officio member of all committees except the Nominating Committee.
Section 2. The Society's committees shall be: Education Committee, Newsletter Committee, Records Committee, Projects Committee, Marketing Committee (to include publicity and sales), and Conference Committee.
Section 3. Each committee chair serves at the pleasure and discretion of the President. There is no limit on the number of years a committee chair may serve.
Section 4. Committee chairs may establish sub-committees to carry out appropriate activities within each committee's area of responsibility.
Section 5. Committee chairs shall maintain complete records of committee activities, including a budget, and present the same to their successors within thirty days of leaving their positions.
Section 6. The President, with the approval of the Executive Board, shall appoint special committee chair(s) as needed, such as Bylaws. While active, such committee chairs shall report to and be voting members of the Executive Board at Board meetings.
Article VIII: Financial Management
Section 1. The Society fiscal year shall be 1 July to 30 June.
Section 2. The Executive Board shall approve an annual budget for the Society providing a specific amount for each committee or officer requiring Society funds.
Section 3. At such time as the President may direct, each committee chair shall submit a yearly proposed budget for committee activities detailing the expenditure amount and purpose.
Section 4. Each committee chair may spend up to the budget amount authorized for the purposes approved by the Executive Board. No committee chair may authorize or spend more than their approved budget without additional approval of the Executive Board.
Section 5. The Society checking account shall have as signatories the President and Treasurer. Disbursements from the Society checking account shall require either the signature of the President or Treasurer.
Section 6. The Executive Board shall determine annually the amount of funds to be placed in any interest bearing reserve account. Use of these funds shall require the approval of two-thirds of the Executive Board. The signature of the President and Treasurer shall be required to make withdrawals.
Section 7. The Treasurer shall be responsible for keeping bank signature cards current.
Article IX: Parliamentary Authority
Section 1. The rules contained in the last published edition of Robert's Rules of Order, Newly Revised shall govern the Society in all cases in which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Society may adopt.
Article X: Amendment of Bylaws
Section 1. Amendments to these Bylaws may be proposed by recommendation of a Bylaws Committee, or by petition signed by at least ten Society members, presented to the Executive Board and reviewed by a Bylaws Committee.
Section 2. Proposed amendments shall be reported to all Society members in writing at least three weeks prior to the meeting at which they will be considered. Approval of amendments to the Bylaws requires a two-thirds vote of members present and voting at the regular Society meeting.
Section 3. Amendments shall become effective upon adoption unless otherwise specified in the amendment(s).
Article XI: Implementation
Section 1. These Bylaws shall take effect on May 1, 2007.
Article XII: Dissolution
Section 1. Provisions regarding dissolution as stated in the Articles of Incorporation are hereby incorporated by reference.