GENEALOGICAL SOCIETY OF SARASOTA BY-LAWS
Article I. Name and Offices
Section 1. Name. The name of the organization shall be The Genealogical Society of Sarasota, Inc.
Section 2. Offices. The Society shall have principal offices in the County of Sarasota, State of Florida. However it may have such other offices, either within or outside the County of Sarasota, State of Florida, as the Board of Directors may from time to time determine or as the affairs of the Society may dictate.
Article II. Statement of Purpose
Section 1. Purpose. The Society was formed to:
a. Promote individual and community awareness in genealogy, family history and allied fields of study.
b. Encourage original genealogical research and publication of findings.
c. Publish a high-quality newsletter on a regular basis.
d. Promote genealogical education within the Society and the community.
e. Conduct genealogical workshops and seminars.
f. Organize field trips for Society members to research centers and places of historical interest.
g. Sponsor projects to promote and preserve genealogical knowledge.
h. Support worthwhile genealogical activities of other organizations.
Article III. Membership
Section 1. Eligibility. Any person with an interest in genealogy, family history or allied fields of study may become a member of the Society upon acceptance of the Board of Directors and payment of dues.
Section 2. Dues.
a. Each member of the Society shall pay annual dues as determined from time to time by the Board of Directors, except as indicated in Article III, Section 6. below.
b. Members of Special Interest Groups (SIG) may be assessed additional dues as determined from time to time by the Board of Directors.
Section 3. Enrollment. The membership year shall be from July 1 to June 30 to correspond with the Society's fiscal year. Dues shall be paid by all members not later than October 15, after which they will dropped from the rolls. New members may join at any time by completing an application and payment of dues. Dropped members may be readmitted at anytime upon payment of dues, although a new application may be required.
Section 4. Privileges. Only members in good standing shall be eligible to receive the Society’s newsletter, participate in Society business meetings or special activities of the Society or hold elective or appointive office.
Section 5. Voting Rights. Each member in good standing, except as indicated herein, of the Society shall be entitled to one vote on each matter submitted to a vote of the membership.
Section 6. Honorary Members. The Board of Directors may from time to time elect honorary members of the Society. Those so honored shall have all the privileges of membership, except they may not hold elective office, and shall be exempt from payment of dues for life. A Roll of Honor shall be maintained by the Membership Chairman and published in the first issue of the Society newsletter each fiscal year. A biographical sketch of each honorary member will be submitted by the Society member proposing the nomination to the Board of Directors. The sketch will include, but is not limited to, full name, address, membership number, date of membership, date and place of birth, names of spouses and parents. It also will list all Society offices held and dates of service. A brief narrative of the member's contributions to the Society and reasons for nomination shall be a part of the sketch.
Section 7. Regular Meetings. Regular meetings of the members of the Society shall be held in the County of Sarasota, State of Florida on the second Saturday of each month, except the months of June, July, August and September when no meetings will be scheduled. If the regular meeting of the Society is changed, the change will be announced at business meetings, notice will be posted in the Society’s newsletter, on the Society's Website, voice or electronic mail, and the local media may be asked to carry the announcement on their community activities forum or publication. A special meeting announcement may be mailed if directed by the President. The President may decide to notify local members by telephone, in which case a telephone tree will be employed and manned by volunteers.
Section 8. Special Meetings. Special meetings of the members may be called by the President or the Board of Directors. Written Notice shall be given to the members at least fourteen (14) days prior to such special meeting.
Section 9. Annual Meeting. The annual meeting of the Society shall be the regular meeting in the month of April of each year.
Section 10. Quorum and Manner of Acting.
a. Ten (10) percent of the members shall constitute a quorum for purposes of transacting business at any general meeting of the Society. The Secretary shall notify the President that a quorum is present before any vote is taken.
b. The act of the majority of the members present at a meeting, at which a quorum exists, shall be the act of the membership, unless a greater number is required by law or these bylaws.
Section 11. Agenda. The Society President shall determine the agenda for each business meeting of the Society. A copy of the agenda will be provided to board members. The President or a designated representative shall preside at each meeting.
Article IV. Society Officers
Section 1. Officers. The officers of the Society shall be President, Immediate Past President, First Vice President, Second Vice President, Program Director, Treasurer, Secretary, Membership Chairman and Newsletter Editor.
Section 2. Term. The officers shall be elected by the members of the Society at the annual meeting for a term of two (2) years or until their successors are duly elected and installed. In odd numbered years the President, Second Vice President, Secretary, and Membership Chairman will stand for election. In even numbered years the remaining officers (First Vice President, Program Director and Treasurer) of the Society will stand for election. The Immediate Past President and the Newsletter Editor are not elected officers; they are appointed by the Board of Directors upon the recommendation of the President.
Section 3. Qualifications. To stand for election to any office or to be appointed to any position in the Society, a candidate shall be:
a. a member in good standing of the Society.
b. at least eighteen (18) years of age.
c. demonstrate an active interest in genealogy.
d. capable of being bonded.
Section 4. Election. Officers shall be elected by a vote of the members at the annual meeting of the Society. Each officer shall hold office until his successor has been appointed and installed. The term of each officer commences on July 1st following the election and terminates on June 30th two (2) years subsequent to election.
Section 5. Removal. Any officer or director may be dismissed or suspended, for cause, by a vote of the members or a two-thirds vote of the Board of Directors.
Section 6. Vacancy. A vacancy in any elected office, due to death, resignation, removal or otherwise, shall be filled temporarily upon the recommendation of the President by a vote of the Board of Directors. The incumbent shall serve the unexpired term of his predecessor.
Section 7. Materials, Records and Documents. a. Officials of the Society shall turn over to their successors all Society funds, stamps, materials, documents, records, correspondence, etc. pertaining to their office within fifteen (15) days of taking office. Upon resignation or dismissal an officer shall immediately turn over all materials and records to the President.
Section 8. Fidelity Bond. The Board of Directors may, from time to time, require fidelity bonding of some or all members, officers and/or directors of the Society. Such bonding is usually renewed annually and shall be at the sole expense of the Society. Officers and directors designated by the Board of Directors to be bonded are required to cooperate with the insurance carrier.
Section 9. Primary Duties of Elected Officials.
a. President. The President shall be the Chief Executive Officer of the Society and Chairman of the Board of Directors; presides at meetings of the membership and the Board of Directors; assigns and coordinates work of officers, directors and committees of the Society; designates chairman and appoints members to standing, special and ad hoc committees; is the alternate signer on all Society financial accounts; is the officer authorized to negotiate and execute contracts for the Society; approves all non-budgeted expenditures up to $250 and periodically reports on the state of the Society to the members and/or the Board of Directors. The President shall cast a ballot or vote on any issue before the Directors only to break a tie.
b. First Vice President. The First Vice President serves as chairman of meetings of the directors and the membership in the temporary absence of the President; becomes President upon the resignation, dismissal, death or long-term disability of the President and serves the unexpired term of his predecessor; acts as the Society’s primary interface with the host facility; coordinates the schedule of general membership and board of directors meetings; insures the availability and adequacy of meeting facilities and equipment; and performs such other duties as may be assigned from time to time by the President.
c. Second Vice President. The Second Vice President is next in line of presidential succession following the First Vice President; serves as coordinator of the various Special Interest Groups (SIG) established by the Society; acts as chairman of the annual Nominating Committee for election of Society officers except when he is standing for reelection he is replaced by the First Vice President; performs such other duties as may be assigned from time to time by the President.
d. Program Director. The Program Director develops, plans, schedules and manages the program for monthly, special and joint meetings of the Society, except those of the Special Interest Groups (SIG); insures that the program plan receives the prior approval of the Board of Directors; chairs and appoints members to the program planning committee; prepares and administers the Program portion of the Society budget; performs such other duties as may be assigned from time to time by the President or the Board of Directors.
e. Treasurer. The Treasurer manages and administers all funds and securities of the Society; prepares and administers the Society's annual budget; insures that the budget is approved by the Board of Directors prior to expanding funds; personally approves all budgeted expenses for payment and all non-budgeted expenses up to $100; responsible for insuring that the President is an alternate signer on all Society accounts; he/she is the alternate signing authority for contracts with the approval of the President; maintains official file of current contracts, agreements, licenses, and insurance policies for the Society; maintains an updated inventory of material and equipment owned and leased by the Society, including donations; annually submits all Society accounts to audit although accounts may be audited at any time as required by the President or the Board of Directors; maintains a historical file of Society financial records, contracts and related materials; periodically reports to the President, the Board of Directors and the membership on the state of the Society's finances and performs such other duties as may be assigned from time to time by the President and the Board of Directors.
f. Secretary. The Secretary takes the minutes of each meeting of the members and Board of Directors; a copy of the minutes for meetings of the Board of Directors is provided to each officer and director within fourteen (14) days of such meetings; reads the minutes of the last meeting of the members when requested by the President; informs the President of the presence of a quorum prior to any vote; records the official results of the vote at the Society's Annual Meeting; maintains a separate file of Minutes and Resolutions of the Board of Directors for the preceding twelve (12) months; maintains the historical file of minutes, resolutions, and other documents of the Board of Directors; and performs such other duties as may be assigned from time to time by the President or the Board of Directors. The Secretary also receives, sorts, edits, files, and answers all general correspondence addressed to the Society; manages genealogical queries for the Society; administers the Society's post office box and voice mail; prepares and manages that portion of the Society budget dealing with correspondence; and performs such other duties as may be assigned from time to time by the President or the Board of Directors..
g. Membership Chairman. The Membership Chairman prepares and maintains the Society's membership records; collects dues, delivers funds and reports activity promptly to the Treasurer; prepares and administers the Membership portion of the Society’s budget; and performs such other duties as may be assigned from time to time by the President or the Board of Directors.
Article V. The Board of Directors
Section 1. General Powers. The Board of Directors shall manage all affairs of the Society.
Section 2. Qualifications. Each member of the Board of Directors shall be at least eighteen (18) years of age, a member in good standing and subscribe to the purposes of the Society.
Section 3. Composition.
a. The Board of Directors shall be composed of nine (9) directors, of whom seven (7) shall be the elected officers of the Society, others shall be the Society’s Newsletter Editor and the Immediate Past President of the Society.
b. The composition of the Board of Directors may be changed from time to time by a two-thirds vote of the Directors provided that the elected members of the Board will always be in the majority.
Section 4. Purpose. The Directors are expected to bring experience, competence and maturity to all endeavors of the Society. Elected officials constitute the majority of the Directors as they are charged with the daily administration and operation of the Society. The Immediate Past President of the Society has a seat on the Board of Directors during the first term of his successor to provide continuity and assistance to the President and the Board.
Section 5. Term.
a. Officers of the Society shall serve as Directors only during their incumbency.
b. The Immediate Past President of the Society shall be appointed by the Board of Directors to a single two (2) year term and may not succeed himself except as shown below. If the current President is elected to another term, this directorship is vacated, unless at the request of the President, the Directors reappoint the incumbent. Likewise, if the incumbent Immediate Past President resigns or otherwise vacates the position, that position shall not be filled. Should the current President resign or otherwise vacate the office during his term, the Immediate Past President shall serve as a Director during the term of the interim administration and for the full term of the next elected President.
Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be scheduled by the President at least two (2) times during the fiscal year with ten (10) days advance notice of each. Upon notification of the meeting each Director shall provide agenda items to be discussed to the President. Every effort should be made to make meetings as convenient as possible to insure maximum attendance.
Section 7. Special Meetings. Special meetings of the Board of Directors may be requested by any three (3) or more Directors. Such requests, signed by those desiring the session, shall be in writing to the President, with a copy provided to each director, stating the specific purpose for the meeting and the recommended time and place. The President must act on such requests within fourteen (14) days.
Section 8. Attendance. Directors are expected to attend each meeting of the Board of Directors. Selected members and chairman of standing, special or ad hoc committees are usually expected to attend meetings of the Board of Directors.
Section 9. Open Meetings. Members of the Society are encouraged to attend meetings of the Board of Directors, and whenever possible the dates, time, and place of scheduled meetings of the Board of Directors, shall be announced at regular meetings of the members and published in the Society newsletter. Participation of non-voting members may be restricted or curtailed due to time or space constraints. Non-voting members will not be allowed to delay or disrupt any meeting.
Section 10. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. A director holding multiple official positions may only be counted as one individual to achieve a quorum and may only cast a single vote on any issue before the board.
Section 11. Manner of Acting. The act of the majority of the Directors present at a meeting, at which a quorum exists, shall be the act of the Board of Directors, unless a greater number is required by law or these bylaws. [See Article IV, Section 5 and Article V, Section 13.]
Section 12. Financial Matters.
a. The Board of Directors shall approve the Society’s budget prior the first meeting of members each fiscal year.
b. All non-budgeted expenditures over $250 shall have prior approval of the Board of Directors.
c. Annually the Board of Directors shall establish a financial reserve. Usually expressed as a percentage of member dues, this reserve shall only be used in the event of an emergency, or as determined by the Board of Directors.
d. Each year, not later than 30 days prior to the Society Annual Meeting, the President will appoint one or more Society members to conduct an audit of all Society financial records. The auditor’s report will be submitted to President, with a copy to each director, at least seven (7) days prior to the Annual Meeting.
e. Society members are encouraged to speak on Board of Directors-approved genealogy topics at our general meetings. Member-speakers will be reimbursed for their cost of handouts and materials used, but no monetary or other type of compensation will be authorized to be paid to members for speaking at meetings.
Section 13. Removal. A Director may be suspended or removed, with cause, by a vote of the membership or by a two-thirds vote of the Board of Directors.
Article VI. Committees and Special Interest Groups (SIG)
Section 1. Nominating Committee. The Second Vice President shall chair the annual Nominating Committee, except when he is standing for reelection, in which case the First Vice President shall be chairman. Prior to the February general membership meeting each year, the President shall appoint two additional members to the Nominating Committee, neither of whom shall be a director or an officer whose term is expiring. It shall be the duty of this committee to identify qualified candidates for each position of a director or officer whose term is expiring. The permission of such candidates shall be obtained by the committee prior to adding their names to the recommended slate. Approximately 30 days prior to the Annual Meeting the Second Vice President will present the recommended slate of candidates first to the Board of Directors and then to the Membership at a regularly scheduled meeting. Upon completion of the annual election, their work being done, the Nominating Committee is automatically dissolved.
Section 2. Other Standing and Special Committees. Formation of other standing or special committees shall be designated by resolution of the Board of Directors or amendment of these bylaws. Unless otherwise provided in the resolution, the President shall appoint a chairman of the committee and fill any vacancies therein, with the approval of the Board of Directors. The President is an ex officio member of all standing, special and ad hoc committees, except the Nominating Committee.
Section 3. Ad Hoc Committees. The President may, from time to time, appoint chairmen and/or members to ad hoc committees. These committees are usually organized to perform a single, specific function, after which they are disbanded. No action of the Board of Directors is required for these committees unless funding is required.
Section 4. Special Interest Groups (SIG).
a. Any member may request the formation of a Special Interest Group (SIG) at any time and for any purpose consistent with these bylaws. All such requests shall be made to the Second Vice President in writing, stating the purpose of the SIG, names of interested members, the dues policy and any requirements for funding. All members of the SIG should be encouraged to become members of the Society.
b. The Second Vice President will review the requests, work with the submitters in polishing the requests and present them, with his recommendation, to the Board at the next available meeting.
c. The Board of Directors shall promptly review requests for SIG and their approval shall be in the form of a resolution. A chairman may then be appointed by the President or the Board of Directors.
d. If the Board of Directors rejects the request for SIG, the Second Vice President will promptly notify the principals. The notification shall state the reasons for the rejection.
Article VII. Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Society shall begin on the first day of July and end on the last day of June of the following year.
Section 2. Amendment, Repeal and Replacement of Bylaws. These bylaws may be amended or repealed, or new bylaws may be adopted, by vote of the members at any regular or special meeting. Any proposed change to these bylaws shall be published and made available to each member at least fourteen (14) days before the meeting at which the change is to be considered.
Section 3. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the Society may adopt.
Section 4. Definitions.
a. Chairman - A term used for the leader of a group without regard to gender.
b. Vote - Implies a preference indicated by a simple majority unless otherwise stated.
c. All terms within this document are used without regard to gender.
Section 5. Supersession and Adoption. Upon approval of the membership of the Society these by-laws are immediately adopted, fully in force and supersede all previous bylaws, amendments, constitutions, rules and regulations.
AUTHENTICATION
The Board of Directors approved these by-laws by unanimous vote at their regular meeting on 10 December 2016.