Bylaws of the Maine Genealogical Society
As Amended at the Annual Meeting held 16 September 2017 at Northport, Maine.
Article I – Name
The name of this Society shall be the Maine Genealogical Society.
Article II – Purpose
The purposes of this Society are to collect, exchange, preserve, and publish genealogical records, related documents and information, and to promote and to encourage interest and scholarship in genealogy and family history of the State of Maine. These purposes are limited to those purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1954.
Article III – Members And Obligations
- By accepting membership in this Society, the member agrees to be bound by these bylaws in his/her relations with the Society and with other members of the Society.
- Membership in this Society shall be open to all those interested in genealogy and family history who have paid their appropriate dues.
- At the Annual Meeting of the Society, any change in dues shall be determined by vote of the membership attending, based on the recommendation of the Board of Directors.
- Information obtained from the publications of the Society shall neither be copyrighted nor used for any commercial purpose without the written consent of the Board of Directors, the author, and/or the members concerned. Furthermore, the membership list or logo or any other symbol or property of the Society shall not be used for commercial purpose unless by consent of the membership or Board of Directors.
- A person must be a paid member in good standing before voting on Society business or serving as a member of any committee.
- A member may be suspended or expelled by the Board of Directors of the Society for conduct, which, in its opinion, is or has been detrimental to the Society.
Article IV – Officers And Directors
- The elected officers of this Society shall consist of: President; Vice-President; Recording Secretary, and Treasurer. All Officers shall serve two-year terms.
- The following shall be appointed positions on the Board of Directors: Membership Secretary, Publications Sales Manager, Webmaster, Event Chair, Corresponding Secretary, Editor of The Maine Genealogist, and Editor of the Maine Genealogical Society Newsletter. Appointed positions shall be filled by the President with the advice and consent of a majority of the Board of Directors.
- There shall also be six elected directors serving staggered three-year terms.
- The President shall, whenever possible, attend all meetings of the membership and of the Board of Directors and shall be presiding officer at all Annual, Regular, and Special Meetings of the Society and Board of Directors. And, further, the President shall be a member ex-officio of all committees except the Nominating Committee, but is not to be considered when determining a quorum.
- The Vice-President, during the absence or disability of the President, shall serve in the President’s place. If the President cannot continue his/her other duties, the Vice-President shall become President and serve until the next annual election. When neither officer is present at a meeting of the Society or Board of Directors, the meeting shall be called to order by the next line officer, who shall preside until a Chairman is selected. The Vice-President shall undertake other such duties as shall from time to time be directed.
- The Event Chair shall be in charge of planning for state conferences, fairs, workshops, et cetera.
- The Recording Secretary shall be the Clerk of the Corporation. He/She shall, according to the laws of the State, make and/or keep accurate records of the proceedings of the Board of Directors, the Annual Meeting of the Society, and of other Society meetings. He/She shall have custody, except as otherwise provided, of all papers and reports that are ordered to be placed on file, and all documents and letters relating to the official business of the bodies. All proceedings, documents, and records shall be kept on file at a place designated by the Board of Directors.
- The Treasurer shall receive all monies of the Society and shall deposit the monies into the appropriate accounts. The Treasurer shall pay all bills submitted for payment by Society check in a timely manner. The Treasurer shall receive from the book keeper financial records on the status of the Society and shall forward a quarterly report to the Board of Directors. The Treasurer shall give an annual financial report at the Annual Meeting of the Society membership.
- The Corresponding Secretary shall receive and respond to all correspondence delivered to the Society’s post office box and e-mail address or shall direct it to the appropriate person for response.
Article V – Elections
- Election of officers and directors shall be held in the fall and shall be conducted either by vote of the membership at the Annual Meeting or by paper ballot mailed to each member. If conducted by mail, the ballot shall list the names of candidates submitted by the Nominating Committee, shall contain a brief biography of each candidate, shall make provision for write-in candidates, and shall state the date by which ballots must be postmarked in order to be counted. The Board of Directors shall tabulate the ballots and announce the results. The term of office of each officer and the directors shall run from 1 January through 31 December. In case of resignation or death of an officer or director, the Board of Directors shall appoint a member to fill out the term of that office.
- The Nominating Committee shall be appointed by the President and shall consist of three members of the Society, at least one of whom shall be a member of the Board of Directors. No member of the Nominating Committee may be up for re-election as an officer or director. Two of the positions on the Nominating Committee may be filled by asking for volunteers at the Annual Meeting.
Article VI – Society Meetings
- The Annual Meeting of the Society shall be held in the fall of each year at a time and place determined by the Board of Directors. The agenda for the transaction of business shall include, but is not limited to, the following items: Minutes of the previous Annual Meeting, Reports of the Treasurer and Membership Secretary, Committee Reports, and Reports of Periodical Editors.
- Other meetings of the membership of the Society may be held at any time by order of the Board of Directors or by the written request to the Reporting Secretary from seven or more members in good standing.
- Formal notices of all meetings of the Society shall be mailed thirty days in advance to the membership either as a part of the Newsletter, by special mailing, or by e-mail. Notice of meetings shall also be posted on the Society’s web page and may be posted on other social media hosted by the Society.
- A quorum for the transaction of business at any membership meeting shall be forty members in good standing in addition to five members of the Board of Directors.
- Where applicable, and not inconsistent with the bylaws of this Society, meetings will be conducted as prescribed in a contemporary edition of Robert’s Rules of Order.
Article VII – Board Of Directors
- The Board of Directors shall consist of the officers, directors of the Society, persons in appointed positions specified in Article IV section 2, and each Chapter President or officially designated chapter representative, provided such chapter member is a member of the Society. One half plus one of the above shall constitute a business quorum. Interest groups established under Article XI may appoint a non-viting representative to the Board of Directors, provided that person is a member of the Society.
- The Board of Directors is authorized to establish Standing Committees, and the President is authorized to establish special temporary committees. The Chairman of all committees shall be appointed by the Society President.
- The Board of Directors chall meet four times a year to conduct the business of the Society. Members unable to attend in person may do so by conference call or video conference. Notices of all Board Meetings shall be sent to Board of Directors members at least seven days prior to the scheduled meeting. Notice may be by letter and/or e-mail. The seven days notice may be waived in the event that an emergency meeting is required.
- Any elected member of the Board of Directors having been absent without excuse from three consecutive meetings of the Board of Directors shall be deemed to have voluntarily resigned his or her office. At the third missed meeting the Board of Directors may decide to replace that director and, if it so decides, the President, with the advice of the Board of Directors, shall appoint his or her replacement to fill the remainder of the unexpired term. Should there be more than one year remaining of the term of the replaced director, the person appointed shall be presented at the next general meeting of the society for confirmation by vote of the assembled members. Prior to the vote, nominations to fill the unexpired term shall be permitted.
Article VIII – Executive Committee
- The elected officers shall constitute the Executive Committee of the Board of Directors.
- The Executive Committee shall meet in person, by e-mail, conference call, or video conference to address urgent matters affecting the Society or its members that need to be dealt with between regularly scheduled meetings of the Board of Directors. The Committee will report its actions to the Board of Directors at the next scheduled meeting of the Board.
Article IX – Donations, Bequests And Income
- All sums received by the Society as donations or bequests (unless the donors or testators shall otherwise prescribe), all annual dues, all rents, and all income from investments may be applied to the current expenses of the Society at the discretion of the Board of Directors.
- The income derived from the investment of the general and the permanent funds shall be prorated to those funds, except where particular funds are required by the terms of the gift or bequest to be kept as separate investments.
Article X – Chapters
- Chapters of the Maine Genealogical Society may be established by ten members of the Maine Genealogical Society making application to the Board of Directors of the Maine Genealogical Society. Membership in a chapter does not automatically confer membership in the Society.
- Chapters may and are encouraged to have meetings in their local areas, thus allowing a greater participation by the genealogists who would be unable to travel distances to attend state meetings.
- Chapters function under policies and procedures consistent with those of the Maine Genealogical Society. They are encouraged to elect officers on a calendar year basis. Chapters may appoint a voting representative to the Board of Directors, provided that person is a member of the Society.
- Chapters using the Maine Genealogical Society EIN [employee identification number] on their accounts must provide a profit and loss statement as of the end of business, December 31st, each year. The statement shall be mailed to the Treasurer no later than January 15th.
Article XI – Interest Groups
- Interest Groups of the Maine Genealogical Society may be established by five members of the Maine Genealogical Society making application to the Board of Directors of the Maine Genealogical Society.
- Interest Groups function under policies and procedures consistent with those of the Maine Genealogical Society. They may appoint a non-voting representative to the Board of Directors, provided that person is a member of the Society.
Article XII – Organization
- This Society is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.
- No part of the net earnings of the Society shall inure to the benefit of any member, officer, or other private person. No substantial part of the activities shall be carried on for propaganda or otherwise attempting to influence legislation.
Article XIII – Dissolution
- In the event of dissolution, the assets of this Society will be distributed to a non-profit genealogical or historical organization, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.
- No part of the assets upon dissolution shall inure to the benefit of any member, officer or other private person.
Article XIV – Amendments
These bylaws may be amended at the annual meeting of the Society by a two-thirds vote of the members present, provided that a statement of the general nature of the amendments has been included in the notice of the meeting. Amendments to the bylaws will take effect immediately upon the vote.