MARYLAND GENEALOGICAL SOCIETYBy-Laws of the Maryland Genealogical Society
Adopted 2004
Article I – Name
The legal name of this corporation is The Maryland Genealogical Society, Incorporated, but it is frequently known informally as the Maryland Genealogical Society.
Article II – Objectives
The objectives of this Society are:
1. To encourage and instruct members in genealogical research and compilation;
2. To promote adherence to high standards of accuracy and thoroughness in genealogy;
3. To locate, preserve, index and publish public and private genealogical records and studies;
4. To cooperate with other organizations throughout the State of Maryland and elsewhere in the promotion of genealogical programs.
Article III – Membership
Section 1. Any person desiring to become a member of the Society may do so by submission of a completed application form and payment of the annual dues.
Section 2. There shall be four classes of membership – Regular, Senior, Life, and Honorary. Regular members are dues-paying joint members of the Maryland Genealogical Society and the Maryland Historical Society. Senior members, limited to persons aged 70 years and above, are not required to maintain membership in the Maryland Historical Society. Life members are persons who have paid the Society’s Life Membership fee, and thereby are exempt from payment of annual dues. The Executive Board may elect from time to time not to offer Life memberships. All members are to receive the regular Society publications and may attend Society meetings and functions. Regular, Senior and Life members may vote and hold office. Two persons residing at the same address may become members by payment of individual member dues, but shall receive a single subscription to publications and shall have one vote.
Section 3. Honorary membership may be conferred upon any person whom the Executive Board deems worthy. Honorary members shall be granted all rights of membership except the right to vote and to hold office, and shall be exempt from the payment of dues.Article IV – Dues
Section 1. The annual dues shall be set by the Executive Board.
Section 2. Members who fail to pay dues following the expiration of their paid-up membership shall be notified in writing of the delinquency. If the dues are unpaid at the end of three months following the date of the notice, the member shall be automatically dropped from the membership.
Article V – Executive Board
Section 1. The Society shall be governed by an Executive Board, which shall constitute the Board of Directors for corporate purposes. The Executive Board shall consist of two classes: Class 1 shall consist of the President, Vice President, Recording Secretary, and Treasurer, together with the immediate Past President, ex officio; Class 2 shall consist of eight at-large Executive Board members. Except as provided in Section 2 of this Article, members of Class 1 and Class 2 shall be elected by the Society’s membership to two-year terms in alternate years, by a printed ballot distributed to members by mail in the month of April, and shall take office on the first day of June immediately following their election. Each such officer or at-large Executive Board member shall continue in office until his or her successor is elected and assumes office.
Section 2. At the first election held after the adoption of the two-class provision of these By-Laws, members of Class 1 of the Executive Board shall be elected to a two-year term of office, and members of Class 2 of the Executive Board shall be elected to a one-year term of office. Thereafter, the provisions of Section 1 of this Article shall apply with respect to the election of members of Class 1 and Class 2 in alternate years and to their terms of office.
Section 3. No candidate shall be elected to more than one office at the same election. A majority of all votes cast shall be necessary to elect officers and at-large Executive Board members. Should no candidate for an office receive a majority of all votes cast for that office, a runoff election shall be held between the two candidates who received the largest number of votes.
Section 4. An interim vacancy among the at-large members of the Executive Board shall be filled by appointment by the Executive Board, and any member so appointed shall serve for the remainder of that term.
Section 5. All matters brought to a vote of the Executive Board shall be decided by a majority of the votes cast, and voting by proxy shall not be permitted. A dual Executive Board membership entitles the holder to cast only one ballot in any voting.
Article VI – Officers
Section 1. The elected officers of the Society shall be a President, a Vice President, a Recording Secretary and a Treasurer.
Section 2. Should the office of President become vacant by death or resignation, the Vice President shall become President and shall assume the powers and duties of that office for the remainder of the President’s term. Should the President become unable to carry out the duties of office, the Vice President shall become acting President, and shall assume the powers and duties of that office during such disability. An interim vacancy in an elective office other than the President shall be filled by appointment by the Executive Board, and any officer so appointed shall serve for the remainder of that term.
Section 3. No member shall hold the office of President for more than one two-year term providing, however, that after at least one intervening two-year term a past president may again be elected President.
Section 4. The Executive Board shall appoint a Corresponding Secretary, a Registrar, an Archivist, and such other officers as it shall choose. Any officer appointed under this Section may be removed by the Executive Board at any time, either with or without cause, and any such office may be abolished by the Executive Board.
Article VII – Duties of Officers
Section 1. The duties of the officers shall be such as are indicated by their respective titles and as are specified in these By-Laws.
Section 2. The President shall:
(a) preside at all meetings of the Society and of the Executive Board;
(b) appoint all special committees not otherwise provided for;
(c) be ex-officio a member of all committees except the Awards Committee and the Nominating Committee;
(d) be the Society’s representative to the Maryland Historical Society.
Section 3. The Vice President shall:
(a) perform the duties of the President in his or her absence or inability to serve;
(b) serve as Chairman of the Program Committee.
Section 4. The Recording Secretary shall:
(a) keep a record of all proceedings of the Society, including minutes of meetings of the Executive Board and the Society;
(b) have charge of the Articles of Incorporation and all other similar documents.
Section 5. The Treasurer shall:
(a) receive all dues and funds of the Society;
(b) deposit the funds in accounts as directed by the Executive Board;
(c) keep a record of all money received and expended;
(d) pay all bills as authorized by the Executive Board;
(e) submit a written financial report at each Executive Board meeting;
(f) prepare a Financial Statement at the end of the fiscal year;
(g) prepare and file all required tax returns, information statements, and similar government documents in a timely fashion, and retain a copy of all such documents in the Society’s files.
Section 6. The Corresponding Secretary shall:
(a) conduct the correspondence of the Society, as requested by the President or the Executive Board, and maintain a file of all correspondence;
(b) report correspondence received by the Society to the Executive Board for the Board’s information and action;
(c) give due notice of all meetings of the Society and Executive Board and perform such other duties as may be required.
Section 7. The Registrar shall:
(a) maintain records of the membership of the Society;
(b) enroll new members of the Society and issue membership numbers to them;
(c) prepare a Membership Directory as directed by the Executive Board.
Section 8. The Archivist shall have charge of non-current records of the Society, excluding legal papers, which are to be kept by the Recording Secretary.
Section 9. Annual reports of all officers and chairmen of standing committees shall be presented in writing for acceptance at the June Executive Board meeting.
Section 10. All officers, upon retiring from office, shall deliver to their successors all monies, accounts, records, books, papers or other property belonging to the Society. This shall take place at the June meeting of the Executive Board, with both retiring and newly elected officers attending.
Article VIII – Committees
Section 1. Audit Committee. Every two years, upon the conclusion of the Treasurer’s term, and at other times at its discretion, the Executive Board shall appoint an Audit Committee consisting of a Chairman and two other members to examine the financial records, account books, bank statements, invoices, and other documents relating to the financial condition of the Society. The committee shall submit a written report of its findings to the Executive Board.
Section 2. Awards Committee. The Awards Committee shall consist of the Fellows of the Society. The Executive Board shall appoint a Chairman from among the Fellows. The Awards Committee shall select recipients of the Society’s honors and awards, including Fellowships, Honorary Memberships, Certificates of Merit, and other awards which the Society may establish. Fellowships shall be limited to individual members of the Society who have distinguished themselves by their outstanding genealogical scholarship and contributions to the Society and to the genealogical community. Certificates of Merit may be awarded to individuals and organizations for meritorious services contributing to the advancement of the Society and its objectives.
Section 3. Nominating Committee. Each year a Nominating Committee consisting of a Chairman and two other members, none of whom shall be the President of the Society, shall be elected by the Executive Board at its February meeting. At the April Executive Board meeting the Nominating Committee shall submit the name of at least one nominee for each elective office to be voted upon that year. The consent of the nominees to serve if elected shall be secured. The names of those selected for nomination shall be printed on the ballot which shall be distributed to members of the Society. In voting for each elective office, members may vote for a candidate whose name is printed on the ballot, or may vote for another person by writing that person’s name on the ballot in the place designated for that office. Only members of the Society in good standing may be nominated and elected to office.
Section 4. Program Committee. The Program Committee shall be chaired by the Vice President and shall organize and manage all conferences, seminars, social events and similar programs sponsored by the Society, subject to the approval of the Executive Board.
Section 5. Publications Committee. The Executive Board shall appoint a Chairman and members of the Publications Committee, which shall:
(a) Oversee the compilation, publication, distribution and sale of all of the Society’s print and electronic publications, subject to the direction of the Executive Board;
(b) Make recommendations to the Executive Board regarding policies and practices pertaining to the Society’s publications, the appointment of persons to edit such publications and to maintain the Society’s website and related matters.
Section 6. Special Projects Committee. The Executive Board shall appoint a Chairman and members of the Special Projects Committee, which shall organize and manage projects assigned to it in accordance with the directives of the Executive Board.
Section 7. The Executive Board shall create and abolish such other standing and ad hoc committees as it may deem appropriate, and shall appoint their respective chairmen and members, provided, however, that the terms of office of committee chairmen and members shall not extend beyond the term of office of elected officers. Members of the Executive Board may serve as chairmen or members of the committees.
Article IX – Meetings
Section 1. The Executive Board shall meet at least five times during the year – in June, September, November, February and April, the time and place to be determined by the Board. Special meetings may be called by the President upon request of three members of the Executive Board.
Section 2. Notices of all meetings of the Executive Board shall be mailed to all members of the Executive Board not less than fourteen days before the date of the meeting.
Section 3. The Society shall hold an Annual Business Meeting in the Spring of each year at a time and place to be determined by the Executive Board.
Section 4. Special meetings of the Society may be called by a petition signed by twenty-five members of the Society. The petition shall specify the subject or subjects of the meeting, and the business of the meeting shall be limited to the stated subject or subjects.
Section 5. Notices of all meetings of the Society shall be sent to all members at least fourteen days before date of the meeting.
Section 6. Five members shall constitute a quorum at an Executive Board meeting; twenty members shall constitute a quorum at meetings of the Society for the transaction of business. All meetings shall be conducted according to parliamentary procedure.
Article X – Order of Business
Section 1. The order of business at the Executive Board meetings shall be:
(a) Call to order;
(b) Reading of the Executive Board meeting minutes;
(c) Treasurer’s report;
(d) Corresponding Secretary’s report;
(e) Reports of committees;
(f) Unfinished business;
(g) New business.
Section 2. The order of business at all regular and special meetings of this Society shall be as follows:
(a) Call to order;
(b) Reading of the minutes of the prior meeting;
(c) Presentation of matters of business for the Society to act upon as recommended by the Executive Board or by the petition calling for a special meeting;
(d) Business as presented from the floor, except in the case of special meetings called by petition.
Article XI – Fiscal Policies
Section 1. The Fiscal Year shall be from June 1 to May 31, with the June Executive Board meeting constituting the first transaction of business for the year.
Section 2. Authority to deposit, invest, and disburse the Society’s funds, to enter into contracts on the Society’s behalf, and to dispose of the Society’s assets shall reside in the Executive Board. The Board may delegate its authority in such matters to the Treasurer or another officer of the Society, provided, however, that no such action having a value of $250 or more, and no series of related actions having in the aggregate a value of $250 or more, shall be undertaken without the specific approval of the Executive Board.
Section 3. The Treasurer and two other officers of the Society shall have signature authority on all of the Society’s banking and investment accounts, although only one signature may be required.
Section 4. The Society shall indemnify, by insurance or otherwise, its officers, committee members, and Executive Board members acting on behalf of the Society, such that, during his or her term of office and thereafter, no officer, committee member, or Executive Board member or his or her personal representatives or estate, shall be liable to the Society or to anyone claiming under, through, or in the right of the Society by reason of any action taken or omitted by him or her in good faith in his or her capacity as such officer, committee member, or Executive Board member. The foregoing provision shall not exclude other defenses or rights such officer, committee member, or Executive Board member may be entitled to as a matter of law or equity.
Section 5. The Society is incorporated as a non-profit corporation under the laws of the State of Maryland, and shall be operated in conformity with those laws and with Section 501 (c) (3) of the Internal Revenue Code, and any subsequent revisions thereof. No part of the net earnings of this non-profit corporation shall inure to the benefit of any private individual, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Society.
Section 6. Should the Society be dissolved, its assets remaining after the payment of all debts and liabilities shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, and such distribution shall be made in accordance with all applicable provisions of the laws of the State of Maryland.
Article XII – Amendments
Amendments to the By-Laws may be proposed by a majority vote of the Executive Board or by a petition signed by twenty-five members of the Society, and shall be submitted to the membership for approval at the next election. The text of the proposed amendment shall be provided to the membership at least fourteen days prior to the vote. Adoption of an amendment shall require the affirmative vote of at least two-thirds of the members voting on the proposed amendment.
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