ARTICLE I: NAME AND PURPOSE
Section 1: Name
The Society will be called the “The Austin Genealogical Society,” hereinafter referred to as the “Society.”
Section 2: Purpose
The purposes for which this Society is organized includes:
- To promote an interest in genealogy.
- To investigate, collect, record, publish and deposit in libraries, archives, and digital or electronic repositories the genealogical and historical materials of Texas, with particular focus on items pertaining to the City of Austin and/or Travis County.
- To educate its members and the general public in the use of historical and genealogical reference materials.
- To support genealogical libraries, archival collections, and access to and preservation of records that will benefit the research efforts of the Society.
ARTICLE II: MEMBERSHIP, DUES, DUTIES
Section 1: Membership
Membership shall be open to all persons or entities whose interests are consistent with the purposes of this Society. There are three levels of membership available. Individual members must pay membership dues annually. Family memberships consist of two adults residing in the same household. Family membership dues are also paid annually. Life Members are individual members who have paid a one-time payment of $500. Their membership is valid for the remainder of the member’s mortal life.
Section 2: Dues
The Society operates on a calendar year from January 1 to December 31. To remain an active member of the Society, member(s) are responsible for the payment of annual dues. Dues for membership in the Society shall be determined by the Board not later than October 30th each year for the following calendar year. Dues are payable in advance for the calendar year beginning November 1st. Members who fail to pay current year dues by January 31st will be dropped from the membership roll.
Section 3: Duties/Conduct of Members
Section 1. Legal Compliance:
The Board of Directors, Officers, and Members of the Society will use due diligence to act in compliance with all applicable federal, state, and local laws and regulations. When the application of a law is uncertain, advice and guidance should be sought.
Section 2. Business Ethics:
The Board of Directors, Officers, and Members of the Society will conduct business activities honestly and accurately and shall not engage in any activity, conduct, action, omission, or scheme intended to defraud anyone of money or property.
Section 3. Confidentiality:
The Board of Directors, Officers, and Members of the Society have an obligation to maintain the confidentiality of the Society as appropriate.
Section 4. Conflict of Interest:
The Board of Directors, Officers, and Members of the Society have a duty to avoid situations in which they use their position to profit personally, to assist others in profiting, or put themselves in a situation which presents the appearance of profiting at the expense of the Society.
Section 5. Business Relationships:
The Board of Directors, Officers, and Members of the Society have a duty to engage in business with vendors, contractors, and other third parties free from influence of gifts, favors, or gratuities from sponsors, donors, or fellow Members.
Section 6. Protection of Assets:
The Board of Directors, Officers, and Members of the Society have a duty to protect the Society’s equipment, supplies, funds, and other assets by making prudent and effective use of them.
Section 7. Compliance with Policies and Procedures:
The Board of Directors, Officers, and Members of the Society have a duty to comply with the policies and procedures of the Society including codes and standards pertaining to conduct.
Section 8. Termination of Membership:
The Board of Directors, by affirmative vote of two-thirds of all the members of the Board of Directors, may suspend or expel a member for conduct inimical to the best interest of the corporation after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member.
ARTICLE III: ELECTIONS AND VOTING
Section 1: Nominating Committee
In September, a Nominating Committee consisting of three members shall be formed in the following manner: (1) the Board selects three Society members to act as the Nominating Committee (2) the President of the Board will appoint the Chair of the Nominating Committee from the three selected committee members (3) the Nominating Committee will solicit and interview potential board nominees and (4) the Nominating Committee shall recommend to the Society’s membership three to six nominees for the Board of Directors at the October meeting.
Section 2: Elections
- Board: The names of the six nominees selected from the membership by the Nominating Committee for the Board of Directors shall be announced to the Society electronically at least seven days prior to the October membership meeting. Those elected will serve two years beginning the following January.
- Officers: Elections of all officers of the Society shall be elected by the incoming Board of Directors, comprised of the Directors-elect and the returning Directors for the following year, between the October general membership meeting and January 1st.
Section 3: Voting
Each member whose dues are current is entitled to vote. Each member of a family membership is allowed one vote.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Governing Body
The governing body of the Society shall be a Board of Directors composed of eight to twelve members. Their terms of office shall be two years beginning January 1st following the election. The terms of half of the members of the Board of Directors shall expire each year. No Director shall serve more than four consecutive terms. The Board has the responsibility to plan and execute activities necessary to meet the purposes of the Society and to authorize expenditures and accounting policies pursuant to these goals.
Section 2: Meetings and Quorum
- Meetings: The Board of Directors shall meet any month there is a general membership meeting. Under special circumstances, a Board meeting will not be held. The Executive Committee shall meet at the call of the President and shall be responsible for conducting business of the Society between scheduled meetings of the Board. Provided he or she is not an elected member of the Board the following year, the immediate Past President may serve for one year as an ex-officio
member of the Board.
- Quorum: A majority of Board members will constitute a quorum for a stated Board meeting or a special Board meeting that has been properly called.
Section 3: Officers
The Board shall elect from their numbers a President, Vice-President, Secretary, and Treasurer. The four officers listed above in this Section shall form the Executive Committee.
Section 4: Duties of Board
The Board shall: (1) establish the long range and annual goals of the Society; (2) be responsible for management of the Society’s finances and annual budget approval; (3) adopt policies and procedures to ensure that all funds are handled and disbursed in a fiduciary manner; (4) identify who shall have access to the bank accounts and debit cards of the Society and limits on expenditures from those accounts; and
(5) manage and conduct the affairs of the Society.
Section 5: Indemnification
Directors of the Society (officers and members of the Board of Directors) are not liable to the Society or its members for monetary damages for an act or omission in director’s capacity as a director, except that this article does not eliminate or limit the liability of a director for:
1. A breach of a director’s duty of loyalty to the Society or its members;
2. An act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
3. A transaction from which a director received an improper benefit, whether or not the benefit resulted from an action within the scope of the director’s office, or
4. An act of omission for which the liability of a director is expressly provided for by statute.
ARTICLE V: VACANCIES, ATTENDANCE, REMOVAL
Section 1: Vacancies
The Board of Directors shall, in the event of a Board vacancy, fill that vacancy with a majority vote of the board. Said appointees shall serve out the remainder of the term of the Director replaced. Should the Board vacancy also be an Officer, the Board will replace the Officer by a separate majority vote.
Section 2: Attendance and Removal
Members of the Board are expected to attend all scheduled Board meetings. Continual unexplained absences may result in the termination of board membership. Termination will be by a 2⁄3 majority vote of those present at a regularly scheduled board meeting.
Section 3: Presence
Meetings of the Society membership, Board of Directors, or of committees, or subcommittees, may be conducted in-person through face-to-face interaction, by telephone, by webcam, by computer interface, or by any other singular communication method or combination of communication methods that allows for the reasonably contemporaneous exchange of information and discussion between members of the Board of Directors, committee, subcommittee, or membership. In the event that one or more voting members of the Board of Directors, a committee, subcommittee, or the Society membership is involved in a meeting by other than in-person communication, their involvement shall constitute presence at the meeting and shall be counted in the calculation of the required quorum needed to transact business.
Article VI: MEETINGS
Section 1: Society
General membership meetings of the Society shall be held on such dates and at such times and places as may be determined by the Board of Directors. All meetings of Society are open to its members and guests, unless otherwise announced by the Board.
Section 2: Special Meetings
The President may call special meetings of the general Society membership as deemed necessary. Notice of the called special meeting shall be given electronically to the general membership at least five days prior to the meeting date. The attendance of a member at any regular or specially called meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 3: Quorum
Ten percent of current Society members will constitute a quorum for a stated general membership meeting or a special meeting of the Society that has been properly called.
Article VII: DUTIES OF OFFICERS AND COMMITTEES
The Officers shall perform the duties prescribed in these Bylaws and such other duties as may be assigned by the Board of Directors or the Society.
Section 1: President
The President shall: (1) be the principal executive officer with responsibility for the general supervision of the affairs of the Society: (2) be the official spokesperson for the Society and its Board; (3) preside at all meetings of the Society, the Executive Committee, and the Board of Directors; (4) appoint annually, with Board approval, a Financial Examination Committee comprised of three members; (5) appoint all committee Chairs or Co-Chairs; (6) be an ex officio member of all committees except the Nominating Committee; and (7) appoint special committees as needed.
Section 2: Vice-President
The Vice-President shall: (1) in the absence of the President, perform the duties pertaining to that office; (2) chair the Membership Committee; and (3) perform other duties as assigned by the President and Board of Directors.
Section 3: Parliamentarian
The Parliamentarian shall: (1) act as parliamentarian of the Society using the latest version of Robert’s Rules of Order and (2) perform other duties as assigned by the President and Board of Directors.
Section 4: Secretary
The Secretary shall: (1) keep an accurate record of the proceedings of the Board meetings of the Society; (2) keep an accurate record of the proceedings of any general membership meeting when a vote is required; (3) make the records available for inspection upon written request; and (4) in the absence of the President and Vice-President, call the meeting to order and preside until a chairperson pro tempore is elected. At the expiration of the Secretary’s term of office, the papers and records for the immediate past year shall be turned over to his/her successor.
Section 5: Treasurer
The Treasurer shall: (1) be custodian of all Society funds; (2) keep accurate records to account for the Society’s funds; (3) deposit said funds in such bank or banks as may be designated by the Board of Directors; (4) disburse these funds, as directed by the Board of Directors; (5) be responsible for providing new membership information to those designated by the Board of Directors in a timely manner; (6) prepare and present a monthly financial report at each Board meeting; (7) prepare and present a written annual report to the Society not later than January 31st of the following year; and (8) oversee the collection of membership dues and other income.
Section 6: Committees
Program Committee – The Program Committee shall be responsible for monthly programs, seminars, workshops and tours.
Financial Examination Committee – Subsequent to the Treasurer’s annual report in January, but prior to the May meeting of the Board and the Society, the Financial Examination Committee shall examine the financial records and prepare a written report to be presented at the May Board meeting. The Committee’s report will be included in a June publication.
Membership Committee – The Membership Committee shall be responsible for providing hospitality at Society functions, retaining current members, attracting new members, and maintaining the membership directory.
Publications – The Publications Committee shall compile and issue all Society publications.
Publicity Committee – The Publicity Committee shall promote the society, its mission, and its activities to the general public, and foster engagement and participation by the society’s members.
Technology Committee – The Technology Committee shall maintain the Society’s website and other technology vehicles utilized by the Society with items of interest to members and the public.
Article VIII: AMENDMENTS
These Bylaws may be amended at any general membership meeting by the majority vote of the members present provided that the general membership has been provided with the proposed amended bylaws and notification of the date of the vote are given electronically to the general membership at least five days prior to the meeting date.
ARTICLE IX: RULES OF ORDER
The current edition of Robert’s Rules of Order, Newly Revised, shall control any matters not provided for in these Bylaws.
ARTICLE X: DISSOLUTION
Upon approval of two-thirds of the Board in attendance, a resolution to dissolve the Society will be placed before the Membership at a stated or properly called meeting, and upon approval by a majority of members present, the Society will be dissolved.
ARTICLE XI: FINAL DISBURSEMENT of FUNDS
Upon dissolution, no part of the funds or property of the Society shall be distributed to or among its members, directors, or any individuals. After payment of all indebtedness of the Society, its surplus funds and properties shall be distributed to one or more nonprofit organizations as to further the specific purposes of the Society as set forth in Article I of the Charter.
Last amended July 23, 2022