The FAMILY HISTORY SOCIETY OF ARIZONA
As amended 3/15/2014
ARTICLE I: INCORPORATION AND NAME
The FAMILY HISTORY SOCIETY OF ARIZONA is incorporated as a nonprofit educational society under the laws of the State of Arizona and shall conform to all rules and regulations of the Internal Revenue Service Code Section 501(c)(3), registered November 14, 1983 with the Department of State, State of Arizona, trade number 50409under the name THE FAMILY HISTORY SOCIETY OF ARIZONA and hereinafter called the Society, its head office shall be located in the metropolitan Phoenix area.
ARTICLE II: OBJECTIVES
The Society is incorporated: to promote, encourage, and foster the study of and research of family histories, genealogies, and original genealogical research; to encourage and assist in the collection, preservation, and dissemination of materials related to genealogical research; to encourage and instruct members in the ethical principles, scientific methods, and effective techniques of genealogical research, and to raise funds for any of the foregoing objectives of the Society and to accept donations, gifts, legacies and bequests.
ARTICLE III: MEMBERSHIP
Section 1. Any person interested in the objectives of the Society and willing to subscribe to its Bylaws may become an Individual or Family Member upon payment of dues hereinafter provided.
Section 2. There shall be three (3) classes of membership of the Society: Individual, Family, and Institutional Members.
A. An Individual Member is entitled to: attend and vote on any issue at any Annual General or Special General Meeting of the Society; stand for election to any elective office in the Society as hereinafter provided; and receive, electronically without charge, one copy of the regular publication(s) of the Society as determined by the Board of Directors.
B. Family Membership may be granted where more than one member resides in the same household. Any reference to Individual Member shall be construed to mean each person covered by a Family Membership.
C. Institutional Membership may be granted to any Library, Society, or Institution, that is interested in the objectives of the Society. An Institutional Member is entitled to receive one copy of each issue of the regular publications(s) of the Society as determined by the Board of Directors. An Institutional Member is not entitled to receive a copy of any membership list published by the Society. An Institutional Member is not entitled to vote at any meeting of the Society and is not entitled to appoint a representative to stand for office in the Society.
Section 3. The Board of Directors may provide for Life Memberships, and Honorary Memberships.
Section 4. The membership year and the annual dues shall be determined by the Board of Directors.
Section 5. Any member who resigns from the Society during the membership year shall not be entitled to any rebate of annual dues.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. There shall be a Board of Directors, herein after referred to as the Board, comprised of the following:
A. The immediate Past President who shall serve for one (1) year as a consultant to and voting member of the Board;
B. The five (5) Officers of the Society;
C. A delegate appointed by each Chapter who may or may not be an officer of the Chapter in accordance with Article IX, Section 3A. The term of office will be one (1) year;
D. The Chairs of Standing Committees. (This is not to include the Chair of the Nominating Committee.)
Section 2. Each member of the Board shall have one (1) vote for each motion at any of the Board meetings.
Section 3. At any meeting of the Board a quorum shall consist of fifty-one percent (51%) of the Board members of which at least three (3) are Officers.
Section 4. The Board shall meet at the call of the President at least four (4) times a year to conduct the business of the Society.
A. The Board shall meet within the period of ninety (90) days prior to the Annual General Meeting.
B. The Board shall meet within forty-five (45) days following the Annual General Meeting.
Section 5. Any elected member of the Board who is absent from two (2) consecutive meetings of the Board shall be required by the President to furnish adequate explanation of the absence, failing which, the Board may declare the office vacant.
Section 6. For scheduling purposes, any member wishing to address the Board shall contact the President to be placed on the agenda. Time limits may be imposed if the agenda is full.
Section 7. The Board, by majority vote, may amend, enact, or repeal Standing Rules for the conduct of all business of the Society not specifically provided for in the Bylaws.
Section 8. Copies of all minutes of the Board of Directors’ meetings shall be made available to all Members of the Board and, upon request, to any member of the Society.
Section 9. Any Officer, Board member, or Committee Chair upon retiring from a position shall pass any materials pertinent to the position to the successor or to the Secretary of the Society.
Section 10. Only Individual or Family members in good standing shall hold positions within the Society.
ARTICLE V: OFFICERS
Section 1. The Officers of the Society, hereinafter referred to as the Officers, shall be President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer.
Section 2. The Officers shall be voted on at the Annual General Meeting, or at early voting at the Chapter meetings immediately preceding the Annual General Meeting, through the website, or by absentee ballot; and each voter shall be an Individual or Family member of the Society.
Section 3. Officers shall be elected by simple majority of votes cast.
Section 4. The term of office of the Officers shall be one (1) year immediately following the conclusion of the Annual General Meeting at which they are elected.
Section 5. The President and Vice Presidents may be re-elected for a second consecutive term of one (1) year, a total of two (2) consecutive years. The Secretary and Treasurer may be re-elected for two (2) additional consecutive terms of one (1) year each, a total of three (3) consecutive years.
Section 6. If a vacancy should occur in an elected office between the Annual General Meetings of the Society , the Board shall appoint an Individual Member of the Society to serve in that office until the conclusion of the next Annual General Meeting.
A. The foregoing provision shall not apply to the office of President, to which, should a vacancy occur, the First Vice President shall succeed, or to the First Vice President to which office should a vacancy occur, the Second Vice President shall succeed.
Section 7. The job descriptions for the Officers are as follows:
A. The President shall:
1. Be responsible for conducting the business of the Society;
2. Shall prepare an agenda for all Board and General meetings;
3. Preside at all meetings of the General membership and Board;
4. Have the authority to appoint Committees with the approval of the Board;
5. Sign, with the Secretary, all contracts and documents authorized by the Society in accordance with Article X;
6. Sign all contracts and documents authorized by the Society pertaining to hosting network and domain registrar for the Society’s website and work with the Website Committee to ensure that the site reflects the purpose of the Society;
7. Sign, in the absence of the Treasurer, checks for authorized disbursements on behalf of the Society;
8. Be an ex-officio member of all committees, except the Nominating Committee;
9. Keep Officers informed of the activities of the Society.
B. The First Vice President shall:
1. Assume the duties of the Presidency in the absence of, or at the request of the President;
2. Assume the duties of the Presidency for the remaining term of office of the President when that office becomes vacant;
3. Chair committees to which appointed.
C. The Second Vice President shall:
1. In the absence of the President and the First Vice President assume the duties of the Presidency;
2. In the event of a vacancy in the First Vice Presidency, assume the duties of the First Vice President;
3. Chair committees to which appointed.
D. The Secretary shall:
1. Keep and prepare minutes of Board meetings, providing copies of said minutes to Board members so that they are received a week before Board Meetings;
2. Conduct the correspondence of the Society;
3. Maintain a file of Society correspondence;
4. Keep a record of the proceedings of the Society;
5. At all meetings, make a copy of the Society’s current Bylaws and Standing Rules available for reference;
6. Prepare and maintain a current inventory of all legal documents, records, and equipment belonging to the Society.
E. The Treasurer shall:
1. Be custodian of all funds of the Society and deposit them in insured financial institutions or invest them pursuant to instructions of the Board;
2. Sign checks as needed for authorized disbursements of funds on behalf of the Society;
3. Maintain a list of credit card holders and credit card activity;
4. Make all financial records available for audit;
5. Prepare and present a financial statement at each meeting of the Board;
6. Record all financial transactions, including membership dues.
7. Prepare and present annually a financial report covering the previous fiscal year for publication.
ARTICLE VI: NOMINATIONS AND ELECTIONS
Section 1. The members of the Society shall elect the Society’s Officers at the Annual General Meeting. A Nominating Committee shall prepare a list of nominees for the offices to be filled, and shall administer the nominations and election process with the cooperation of the Society President and the Board.
Section 2. The Nominating Committee shall consist of a Chair elected by the membership at the Annual General Meeting and a member from each Chapter appointed (or elected) by the Chapter.
Section 3. The term of office for the Nominating Committee Chair shall be one (1) year commencing with the Chair’s election at the Annual General Meeting. The term of office for the members of the Nominating Committee shall terminate at the time of the election of the Chair for the coming year. The Chair may be elected to a second consecutive term.
Section 4. If the position of Nominating Committee Chair becomes vacant before the completion of the Committee’s duties, the Committee shall notify the Society President and elect from among its members a new Chair to fill the vacancy. If the Committee is unable to elect a Chair, the Society President shall appoint a Chair with the approval of the Board.
Section 5. The Nominating Committee shall nominate at least one (1) nominee for each of the Society’s offices to be filled by election by the membership.
Section 6. The Nominating Committee’s list of nominees shall include members nominated by petition. Each petition shall be signed by at least five (5) Society members following procedures publicized and administered by the Committee.
Section 7. Each nominee shall be a member in good standing and shall have consented to serve in the office for which is nominated. The nominees for President and First Vice President shall have served on the Board for at least one (1) year at any time prior to the election. All other nominees shall have been members of the Society for at least one (1) year at the time of the election.
Section 8. The Nominating Committee shall notify the Board of its list of nominees by November 1, and shall announce the list in the two (2) issues of the newsletter preceding the election.
Section 9. The announcement shall include the list of nominees with their resumes, and a ballot with instructions that the ballot may be mailed, submitted online, or submitted personally at the Annual General Meeting. The ballot shall include spaces for write-in candidates for each position.
Section 10. At the Annual General Meeting additional nominations may be made from the floor by any member in good standing.
Section 11. The Nominating Committee shall collect, validate, and count all ballots cast at the Annual General Meeting and report the results to the presiding Officer.
Section 12. If any office cannot be filled by election at the Annual General Meeting, the Incumbent shall serve until the vacancy is filled in a manner determined by the Board.
A. The Board may ask for volunteers to fulfill said vacancy.
ARTICLE VII: GENERAL MEETING
Section 1. The Society’s Annual General Meeting shall be held as close to mid-March as possible.
Section 2. Members shall be notified at least thirty (30) days prior to an Annual General Meeting.
Section 3. At any Annual General Meeting of the Society, ten percent (10%) of the Individual members shall constitute a quorum. Only members present in person may vote, or be counted in determining the quorum.
Section 4. A Special General Meeting may be called at any time of the year if the Board so decides to deal with matters that cannot conveniently be deferred until the next Annual General Meeting.
Section 5. A Special General Meeting may be requested by ten percent (10%) of the Members. Such a request must be in writing, stating the purpose of the meeting and signed by all of the requesters, and delivered to the President. Within sixty (60) days following receipt of such request, the Board shall call a Special General Meeting to address the matters stated in the request. All matters shall require a simple majority of the membership voting in Chapters or by absentee ballot.
ARTICLE VIII: COMMITTEES
Section 1. There shall be the following Standing Committees and their responsibilities:
A. The Finance Committee shall prepare the annual budget for the Board’s approval, oversee the Society’s financial policies and procedures, and assure the implementation of practices recommended by the Board. The Committee shall consist of a Chair, the Treasurer and at least one (1) other member.
B. The Workshops/Seminar Committee shall present workshops, seminars and other appropriate educational programs. The Committee shall consist of a Chair and at least one (1) Member from each Chapter.
C. The Membership Service Committee shall maintain the Society’s membership records, report to the Board at each Board meeting the Society’s membership status, provide membership lists for Society functions, and support or implement services which promote membership renewals and growth. The Committee shall consist of a Chair and other members as appointed.
D. The Book Fund Committee shall consist of a Chair and at least one (1) Member from each Chapter. The Committee shall select books which will then be purchased and donated to the Arizona State Library Genealogy Collection.
E. The Newsletter Committee shall be responsible for the preparation, production and distribution of the Society’s newsletter. The Committee shall consist of the Editor as Chair and at least one (1) Member from each chapter.
F. The Website Committee shall consist of a Webmaster and Assistant Webmaster who are responsible for the development and maintenance of the websites.
Section 2. The President, with the approval of the Board, shall appoint the Chairs of all the Committees. The term of office for all Committee Chairs shall be the same as that of the appointing President, but any Chair may be re-appointed to the same position at the discretion of the presiding President and Board.
Section 3. The President shall establish Special Committees for special tasks and appoint their Chair. The Chair of each Special Committee shall report to the President.
ARTICLE IX: CHAPTERS
Section 1. Any ten (10) or more Members of the Society may apply in writing to the Board for recognition as a Local Chapter of the Society. Upon consideration by the Board, their decision shall be communicated in writing to the applicants.
Section 2. The members of any Chapter shall be Members within the Society.
A. Each Chapter is required to appoint a delegate who will be a Member of the Society’s Board for a term of one (1) year as provided in Article V, Section 1C.
B. From its Members, each Chapter shall elect its Officers as defined in the Society’s Standing Rules.
Section 4. A Chapter may plan its own meetings, projects, and programs without requiring approval of the Board, but will, at all times, conform to the objectives of the Society and its Bylaws.
Section 5. All Chapter expenses shall be paid directly to firms, institutions, or suppliers with prior Board approval for expenses in excess of $50. Any funds accruing to Chapters through any activity shall be handled under guidelines established by the Board. Chapters, their officers and members must always adhere to and protect the Society’s non-profit status.
Section 6. In the event that any chapter becomes dormant or is dissolved, a Representative of that Chapter shall forward all records, accounts, library and files for such Chapter to the Society’s Secretary. They shall be returned should the Chapter be revived.
Section 7. Should there be complaints about a Chapter from members, the Society President shall appoint a committee to investigate and help arbitrate any differences. In the case of flagrant non-adherence to the Society’s objectives and/or jeopardy of non-profit status by a Chapter, the Board may terminate that Chapter’s affiliation with the Society after a hearing by the Board.
ARTICLE X: EXECUTION OF INSTRUMENTS
Any deed, contract, document, or instrument in writing of a legal nature or involving an amount of money in excess of $50 (fifty), required to be executed on behalf of the Society, shall be signed by two (2) of the Officers, one (1) of whom shall be the President, or First Vice President. Other documents may be signed by the President or an Office singly with the consent of the Board, which may be polled by telephone or electronically for that consent.
ARTICLE XI: FISCAL YEAR, ANNUAL BUDGET AND AUDIT
Section 1. The Society’s fiscal year shall be from January 1 to December 31. The Treasurer shall submit to the membership at the Annual General Meeting a financial report for the preceding fiscal year.
Section 2. At the end of each calendar year the President shall order an audit of the Society’s financial records. The audit shall be conducted by a qualified person or persons and shall cover the period of January 1 – December 31. A summary of the results shall be reported to the Board by February 15 and to the membership in the next following issue of the newsletter.
Section 3. The annual budget shall be for the fiscal year, and the Finance Committee shall submit the proposed budget to the Board of Directors for approval no later than November 30.
ARTICLE XII: BYLAWS
Section 1. The enactment of these Bylaws and any repeal, amendment or reenactment of the Bylaws shall be confirmed by at least two-thirds (2/3) votes cast on such action at a General Meeting.
Section 2. The Board may propose Bylaw amendments, deletions, or changes to the Bylaws for a vote by the membership at a General Meeting, (either Annual General Meeting or a Special General Meeting) provided the membership is notified in writing of the proposed changes in two (2) newsletters or one (1) newsletter and one (1) special mailing, the first mailing of either to be sent no later than two (2) months prior to the General Meeting at which a vote on the proposed Bylaws changes will take place.
Any Member may introduce an amendment to the Bylaws at any General Meeting provided that the proposed amendment has been submitted to the Board not less than sixty (60) days prior to such General Meeting. A copy of the proposed amendment shall be included in the notice of the General Meeting given to the Members.
Section 3. A Bylaws Committee may be appointed each year if needed.
Section 4. Business or action by the Society not covered by these Bylaws or Standing Rules shall be conducted in accordance with Robert’s Rules of Order, Newly Revised, 11th edition.
ARTICLE XIII: DISSOLUTION
Upon the dissolution of the Society, the Board of Directors shall, after paying all liabilities, transfer all of its assets to the Arizona State Library, Archives and Public Records for the use of the Genealogy Collection.