Society Bylaws

DALLAS GENEALOGICAL SOCIETY

AMENDED BYLAWS

Approved by members on 27 February 2006

Article I – Name

The name of this society is the Dallas Genealogical Society, hereinafter referred to as the Society.

Article II Object

The object of this Society shall be to educate, by creating, fostering, and maintaining interest in genealogy; to assist and support the genealogy section of the J. Erik Jonsson Central Library in Dallas, Texas, or to its legal successor; and to collect, preserve, copy, and index information relating to Dallas County and its early history.

Article III Membership

Section 1. Membership
Any person or organization who pays membership dues and supports the object, bylaws, and standing rules of the Society is a member in good standing.

Section 2. Other Categories

Other categories for membership may be established by the Board of Directors for approval by the general membership. Any changes in the categories for membership shall be published in the Society Newsletter before the general business meeting in which the proposed change is presented to the general membership for a vote.

Section 3. Dues

Dues shall be established by the Board of Directors for approval by the general membership. Any changes in the dues shall be published in the Society Newsletter before the general business meeting in which the proposed change is presented to the general membership for a vote. The dues are payable initially upon application for membership, and annually thereafter by the last day of the membership anniversary month, in order to remain a member in good standing.

Article IV Officers, Directors and Their Election

Section 1. Officers and Directors

The Officers of this Society shall be a President, Executive Vice President, Vice President for Education, Vice President for Membership, Vice President for The Dallas Journal, Vice President for the DGS Newsletter, Treasurer, and Recording Secretary. The Directors of this Society shall consist of the Director of Sales, Director of Mailings, Director of Publications, Director of Publicity and Public Relations, and the Director of Volunteer Coordination

Section 2. Nominating Committee

A five-person Nominating Committee composed of two members of the Board of Directors and three members-at-large who are not Board members shall be formed at the next General Meeting following the appointment of the two Board members at the July Board meeting. At this next General Meeting, three or more members-at-large shall be nominated and three elected to the Nominating Committee. At this same meeting, the President shall appoint one of the two Board representatives as the Chair of the Committee. The Chair shall cal the first meeting of the Nominating Committee. The Committee shall nominate a member in good standing for each elected position on the Board of Directors and report its nominations at the General Meeting in November.

Section 3. Qualifications for Serving on the Board of Directors

Each Officer and Director must be a member in good standing of the Society. An Officer or Director shall hold one elected position at a time; and may serve in the same position for only two consecutive terms; and may serve on the Board of Directors for only three consecutive terms. A member nominated for the position of President or Executive Vice President may have served three previous consecutive terms, allowing for a fourth and final consecutive term to be served in either position. The President shall have served as an elected Officer or Director of the Society for at least one year.

Section 4. Election of Officers and Directors

The Officers and Directors shall be elected at the general business meeting in November by a majority vote of those present and voting. The presiding officer shall accept additional nominations from the floor, provided the consent of the nominee has been obtained previously. The Officers and Directors shall be installed at the annual meeting in December, shall assume their official duties following the close of the meeting, and shall serve for a term of one year or until their successors are elected.

Section 5. Transition from Board Year to Fiscal Year

Upon approval of these revised bylaws by the general membership prior to April 2004, the terms of the Officers and Directors then in office will be extended to December 31, 2004. If these revised bylaws are adopted after April 2004, the terms of the Officers and Directors elected in April 2004 will be for the period June 1, 2004 to December 31, 2005. Subsequently, Officers and Directors terms shall be for one-year periods and this Section will no longer have any effect.

Article V Duties of Officers

The duties of the Officers shall include, but are not restricted to, those set forth below. Each Officer shall appoint, as needed and with the approval of the Board of Directors, aides to assist in the accomplishment of these duties.

Section 1. President

The President shall be the Chief Executive Officer and the official spokesperson for the Society; shall affix the official signature for the Society on all legal documents; shall provide general supervision of the Society activities; shall preside at all general business meetings and Board of Directors meetings of the Society; and shall be an ex-officio member of all committees except the Nominating Committee. The President shall appoint the Parliamentarian, the Library Liaison, the Database Administrator, the Webmaster, and the Mail Administrator, and all committees and their chairs as are necessary to carry on the work of the Society. The President shall write an annual report to the membership for publication in the DGS Newsletter. The President shall be responsible for annually archiving the official records of the Society.

Section 2. Executive Vice President

The Executive Vice President is responsible for all fund-raising activities of the Society other than the sales of Society materials, including workshops. In the absence or incapacity of the President, the Executive Vice President shall assume the duties of the President.

Section 3. Vice President for Education

The Vice President for Education shall be responsible for all non-revenue educational events, and shall be responsible for the programs at the general business meetings of the Society. The Vice President for Education shall be responsible for scheduling the use of Library facilities by the Society.

Section 4. Vice President for Membership

The Vice President for Membership shall be responsible for the official membership list; shall provide printed copies of additions and changes in the membership list at each Board of Directors meeting; and shall place two printed copies of the official membership list (as of December 31) with the Society minutes.

Section 5. Vice President for The Dallas Journal

The Vice President for The Dallas Journal shall be responsible for the editing and publishing of an annual periodical, and shall ensure that a copy of the Journal is placed in the Dallas Public Library genealogical collection.

Section 6. Vice President for the DGS Newsletter

The Vice President for the DGS Newsletter shall be responsible for editing and publishing the Society Newsletter, which shall include notice of general business meetings as directed by the Board of Directors.

Section 7. Treasurer

The Treasurer shall chair the Budget Committee; shall have custody of all the funds of the Society; shall make all authorized disbursements; shall sign on bank accounts; shall present a financial statement at general business meetings and Board of Directors meetings; and shall be responsible for the filing of all government tax forms. The Treasurer shall supervise the accounting activity of the Society and shall propose a person, to be approved by the Board of Directors, to perform these functions.

Section 8. Recording Secretary

The Recording Secretary shall record all business transacted at the general business meetings and Board of Directors meetings of the Society, and present the minutes for approval at the next meeting; shall keep current and have on hand for reference at all meetings: the Society bylaws, standing rules, and the Recording Secretary's notebook with the current and previous year's minutes of all Society meetings. The Secretary shall provide the President with a copy of all the Society's minutes, the official membership list, attachments, reports, required electronic backups, and newsletters to be placed annually in the Society archives.

Article VI Duties of Directors

The duties of the Directors shall include, but are not restricted to, those set forth below. Each Director shall appoint, as needed and with the approval of the Board of Directors, aides to assist in the accomplishment of these duties.

Section 1. Director of Sales

The Director of Sales shall be responsible for the merchandising of all Society materials for sale, and shall maintain an inventory and locate appropriate storage facilities for such materials.

Section 2. Director of Mailings

The Director of Mailings shall be responsible for processing Society mailings and maintaining the Society's mailing lists other than the official membership list.

Section 3. Director of Publications

The Director of publications shall be responsible for obtaining resources and assisting in publishing the Society's publications.

Section 4. Director of Publicity and Public Relations

The Director of Publicity and Public Relations shall be responsible for promoting the Society and its activities, and shall establish and maintain harmonious relationships with other organizations in the community having interests parallel to those of the Society.

Section 5. Director of Volunteer Coordination

The Director of Volunteer Coordination shall be responsible for developing a volunteer corps and managing its utilization.

Section 6. Director of Special Interest Groups

The Director of Special Interest Groups shall be responsible for the operations and compliance to Society rules for Special Interest Groups operating under the auspices of the Society.

Article VII Board of Directors

Section 1. The Board of Directors

The Board of Directors consists of the Officers and Directors of the Society. No action may be taken by the Board of Directors or its members that is in conflict with the bylaws, standing rules, or directives of the membership.

Section 2. The Executive Committee

The Executive Committee, consisting of the President, Executive Vice President, Treasurer, and Recording Secretary, shall have the authority to approve line item expenditures before the Society budget is approved by the membership. The Executive Committee may perform the duties of the Board of Directors concerning emergency matters between Board meetings.

Section 3. Duties

The duties of the Board of Directors shall be to supervise the affairs of the Society; to establish additional duties of the Officers and Directors as deemed necessary; to schedule the time and place of the Society's general business meetings; to present reports and make recommendations at the general business meetings and Board of Directors meetings of the Society; and shall perform such other duties as are specified in these bylaws. Each Officer and Director shall maintain an inventory of any equipment or records in his or her possession and shall provide a list of the inventory to the Recording Secretary at the Board of Directors meeting in January. Following the annual meeting in December all official materials shall be delivered in a timely manner to the newly installed Board of Directors.

Section 4. Expenditures

All proposed expenditures in addition to the Society's approved budget must have Board of Directors approval. No Board member may vote on any matter in which he or she has a pecuniary interest. A two thirds vote is required by the Board of Directors for any increase to a previously approved budget.

Section 5. Board of Directors Meetings

A Board of Directors meeting shall be held prior to each Society general business meeting and at other times deemed necessary by the President. Special meetings of the Board of Directors may be called by the President or by a majority of the members of the Board of Directors. Business transacted at any special meeting is limited to that specified in the call. Only members of the Board of Directors or Board appointees may routinely speak at Board of Directors meetings; others may speak if special permission has been given by a majority vote. A majority of the Board of Directors members shall constitute a quorum. Unless otherwise specified in these bylaws, a majority vote of those in attendance shall constitute action by the Board of Directors. In extraordinary circumstances the Board may conduct a meeting by electronic means.

Section 6. Vacancies

In the event of a vacancy in the office of the President, the Executive Vice President shall become President. If the Executive Vice President elects to decline the position of President, the President's position shall be filled by the Board of Directors, retaining the requirement that no member may serve as President unless he or she has served as an elected member of the Board of Directors for at least one year. A vacancy in any other position on the Board of Directors shall be filled by the Board of Directors by a majority vote, abiding by the requirements in Article IV Section 3. Resignation of Officers and Directors shall be by letter or by electronic means to the Board of Directors, except in cases of death or serious illness, when the Board of Directors on its own motion may accept the resignation of an Officer or Director.

Section 7. Removal of Officers or Directors

An Officer or Director may be removed for failure to perform the duties of the office, or for missing three consecutive Board of Directors meetings. Removal shall require three fourths vote of the entire Board of Directors.

Article VIII – Appointed Advisors to the Board of Directors

Section 1. Parliamentarian

The Parliamentarian shall have a current copy of the bylaws, standing rules, and Robert's Rules of Order Newly Revised at all meetings. At the Board of Directors meetings the Parliamentarian shall not vote or participate in discussion, except to advise on matters of parliamentary procedure when requested.

Section 2. Library Liaison

The Library Liaison shall keep the Board of Directors informed of the needs of the genealogy section of the J. Erik Jonsson Central Library. The Library Liaison may serve an unlimited number of terms.

Section 3. Database Administrator

The Database Administrator is responsible for the operation of the Society computer hardware and software as directed by the Board of Directors.

Section 4. Webmaster

The Webmaster is responsible for the maintenance of the Society web presence under the direction of the Board of Directors.

Section 5. Mail Administrator

The Mail Administrator is responsible for picking up and logging all correspondence of the Society.

Article IX Society Meetings

Section 1. General Business Meetings

The general business meetings of this Society shall be held at such time and place as may be determined by the Board of Directors.

Section 2. Annual Meeting

The general business meeting in December shall be known as the annual meeting; the business conducted at that meeting shall include the installation of the Officers and Directors, receipt of reports, and any other business that may arise.

Section 3. Quorum

Thirty members shall constitute a quorum at Society general business meetings.

Section 4. Called Meetings of the Membership

Special meetings of the membership may be called by the President, by a majority of the Board of Directors, or upon the written request of thirty members of the Society. Fifteen days notice shall be given to the general membership by those calling a special meeting, Business transacted at any called meeting is limited to the business specified in the call.

Article X Committees

Section 1. Special Committees

The President may create and shall appoint such committees and their chairs, standing or special, as deemed necessary to carry on the work of the Society, unless otherwise provided in these bylaws. Committees may consist of members and nonmembers of the Society, but must contain a majority of Society members and the Chair must be a member in good standing. No committee shall act in the name of the Society without the prior approval of the Board of Directors. The President or the Board of Directors shall require the committee chair to submit annually a summary report, and one or more of the following: a plan of work, a request for budget or expenses, or recommendations. Any committee may be terminated by a majority vote of the Board of Directors.

Section 2. Standing Committees

The Budget Committee: The Budget Committee shall consist of five members: the Treasurer, who shall be chair; the President; the Executive Vice President; and two other members who previously shall have served as President or Treasurer. This Committee shall prepare a Society budget prior to the annual meeting in December, for a vote of approval by the Board of Directors at its January meeting. The budget shall be presented to the general membership for a vote of approval at the January general business meeting.

The Financial Review Committee: A committee of at least three members, at least one of whom shall have had accounting training or experience, shall be appointed by the President in December to review the Society’s current financial statement, in accordance with current official procedures established by the Board of Directors. It shall report to the Board of Directors in February and to the membership at its next general business meeting.

Article XI Special Gifts of the Society

Section 1. Gifts Made by the Society

Gifts from the Society to the Genealogy Section of the Dallas Public Library shall be used as directed by the Board of Directors for the purchase of books and equipment, the preservation of materials, or other items that pertain to genealogy and related research. The amount of any such gift shall be determined after: (1) all current operating expenses are paid or accrued; (2) the accrued liabilities for ongoing events have been determined (3) a reserve equivalent to the budgeted operating expense for the subsequent six months is established and (4) after due consideration of the long term ability of the Society to make future gifts, or to obtain grants.

Section 2. Gifts Made to the Society

Gifts made to the Society, either from members or other persons, including any grants received, shall be used in accordance with the donor’s designation. If necessary, the Treasurer will establish and maintain separate ledger accounts to identify designated gifts. Undesignated gifts shall become part of the general operating account.

Article XII Records of the Society

Section 1. Society Records

All records of the Society, printed or electronically generated, prepared by a member or nonmember in pursuance of activities, projects, or as a part of their job in the Society shall be the property of the Society. These records shall include, but are not limited to, Society minutes, correspondence, newsletters, publications, syllabi, membership and other lists, documents, research records, and other Society materials. These records shall be archived annually.

Section 2. Society Archives

The Texas/Dallas History and Archives Division of the J. Erik Jonsson Central Library in Dallas, Texas, or its legal successor shall be the repository for the archival collection of the Society.

Article XIII Fiscal Year

The fiscal year of this Society shall begin January 1 and end December 31.

Article XIV Standing Rules

Proposed changes, additions, or deletions to the standing rules must be presented in writing to the Board of Directors for approval by a majority vote of the entire Board. Such rules are for the guidance of the Society Officers, Directors, and members and cannot conflict with these bylaws.

Article XV Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the conduct of the business of the Society in all cases in which they are not in conflict with the charter and bylaws of the Society.

Article XVI Amendments

These bylaws may be amended or revised at any general business meeting of the Society by a two thirds vote of members present and voting provided that the proposed amendment or revision has been either read or copies thereof distributed at the previous general business meeting, and that notice of said amendment or revision has been published in the previous Newsletter.

Article XVII – Dissolution of the Society

Section 2. Procedure

In the event dissolution of the Society appears desirable or necessary, the Board of Directors shall adopt a resolution recommending dissolution of the Society, together with a plan for distribution of assets. The President shall transmit the proposals to the voting members. The procedure for voting and the requirements for approval shall be the same as provided for amending the bylaws, Article XVI – Amendments.

Section 2. Limitations on Distribution of Assets

Upon the dissolution of the Society, any assets shall in first priority be applied to final payment and discharge of all liabilities and obligations of the Society. Any assets which are held under stipulations requiring their return, transfer, or conveyance upon dissolution of the Society shall be distributed in accordance with the requirements. Any remaining assets shall be conveyed to the Dallas Public Library Genealogy Section or its successor. Any such assets not so disposed shall be offered to one or more similar organizations or institutions then existing within the United States of America which are dedicated to perpetuation of objectives similar to those of the Society and which are specified in the plan of distribution adopted by the Board of Directors, provided that such entities are tax exempt under Section 501 (c ) (3) of the Internal Revenue code as amended or under such succeeding provisions of the Code as may be in effect at the time of dissolution. No portion of the Society’s assets remaining after satisfying final operating obligations may be conveyed to any individual or to any profit-seeking organization or firm.

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