ITALIAN GENEALOGICAL SOCIETY OF AMERICA
ARTICLE I - NAME
The name of this organization shall be the ITALIAN GENEALOGICAL SOCIETY OF AMERICA, INC.
ARTICLE II - OBJECTIVES
The objectives of this Society shall be:
1. To promote an interest in Italian genealogy and family history.
2. To encourage and instruct members in the performance of Italian genealogical research and promote the maintenance of quality genealogical standards and documentation.
3. To promote adherence to accepted standards for the use and care of genealogical records.
4. To help preserve public and private records and artifacts, and work to ensure their accessibility for historical and genealogical purposes.
5. To contribute records as appropriate to libraries, historical societies and genealogical societies.
6. To publish genealogical and historical information in a regularly issued newsletter and in any other publications as directed by the membership.
7. To document and disburse, through acquisition and/or publication, the history and progression of the Italian-American experience, from and/or through oral histories, photographic material, public or private documents or artifacts, educational activities, printed material, video, or any other technological format that may be devised in the future.
8. For any other lawful purposes which may further or assist the above stated educational purposes.
ARTICLE III - MEMBERSHIP AND DUES
Section A. Membership
1. Membership is open to all persons and organizations interested in Italian genealogy and family history, and is granted upon submission of a completed application form and payment of dues.
2. Classes of Membership
a. Individual ( voting privileges, official mailings)
b. Family (voting privileges, one set of official mailings only)
c. Student (official mailings, no voting privileges)
d. Contributing (voting privileges, official mailings)
e. Sustaining (voting privileges, official mailings)
f. Patron (voting privileges, official mailings)
g. Corporate (voting privileges, official mailings)
h. Life (voting privileges, official mailings)
i. Organizations (official mailings, no voting privileges)
j. Honorary Life (voting privileges, includes official mailings)
1) Honorary Life Membership may be conferred upon any member who has given exceptional service and shown outstanding effort to further the objectives of the Society. The recommendation shall be signed by two (2) members and approved by the Executive Board. A three-fourths (3/4) vote of the Executive Board shall elect.
k. Honorary Membership (includes official mailings, no voting privileges)
1). Honorary Membership shall be conferred upon non-members of the society in recognition of their contributions to the field of genealogy and/or for special service to the Society. The recommendation shall be signed by at least two (2) members and approved by the Executive Board. A three-fourths (3/4) vote of the Executive Board shall elect.
Section B. Dues
1. Dues shall be set by the Executive Board and agreed upon by a majority vote of the Board members present.
2. Dues shall be payable on July 01 for the fiscal year (July - June). If dues are not paid by September 01 of the same year the name shall be removed from the membership roll.
3. New members joining after March 01 are considered paid for the next fiscal year.
4. Shall be collected by the membership chair and transferred in such original funds as received by said membership chair to the Treasurer who shall in turn deposit such funds in the Society's General Fund.
5. The Executive Board shall have the authorization to establish specific dues for the various classes of membership.
ARTICLE IV - FUNDS
1. The funds of the Society shall be deposited into a General Fund, that is, a savings and checking account within an FDIC insured institution approved by the Executive Board.
2. The Treasurer, and the President in the Treasurer's stead, shall have power of signature over the General Fund.
3. The Treasurer's financial records concerning the General Fund shall be made available for the inspection of the Executive Board upon written notice 7 days in advance of any Executive Board meeting.
4. The Treasurer's financial records concerning the General Fund shall be made available for the inspection of the Budget and Finance Committee upon written notice 7 days in advance of any Budget and Finance Committee meeting.
ARTICLE V - MEETINGS
Section A. Regular Meetings.
Regular membership meetings of the Society shall be held monthly on the last Saturday of the month excepting in December and January, June, July and August, unless the calendar in any particular year shall present a conflict with a major holiday (i.e., Thanksgiving and Memorial Day) and as such the Executive Board shall dictate the meeting calendar as appropriate. In case of an emergency or severe weather, a meeting may be canceled by the President after conferring with a majority of the members of the Executive Board.
Section B. Special Meetings.
Special meetings of the Society may be called by the President, the Executive Board, or at the written request of ten per cent (10%) of the membership or ten (10) members, whichever number is greater. Written notice, which shall state the purpose of the meeting, shall be sent to all members at least thirty (30) days prior to the said meeting. No business other than that stated in the call to the Special Meeting shall be conducted.
Section C. Annual Meeting.
1. The regular meeting in May (or June) shall be known as the Annual Meeting.
2. The agenda of the Annual Meeting shall be sent to the members who wish and request copies of the agenda, and shall receive the agenda no later than fifteen (15) days prior to the Annual Meeting.
Section D. Quorum.
For the purposes of conducting business at all regular or special membership meetings, 15 members, at least two of whom shall be elected officers, shall constitute a quorum.
ARTICLE VI - OFFICERS
The Elected Officers of the Society shall be: President, Vice President, Secretary and Treasurer.
Section B. Term of Office.
The Officers shall be elected for a two-year term and no officer may serve more than two consecutive terms (four years) in any one office except by a three-quarters (3/4) vote of the membership present or by written proxies of those members not present. All Officers shall assume office at the close of the Annual Meeting at which they are elected.
1. Officers shall be elected at the Annual meeting.
2. President and Secretary to be elected in even-numbered years.
3. Vice President and Treasurer to be elected in odd-numbered years.
Section D. Vacancies in Office.
1. In the event of a vacancy in the office of Vice-President, Secretary or Treasurer, the remaining members of the Executive Board shall become a nominating committee to nominate a candidate who, upon confirmation by a majority vote of the Executive Board, shall serve the remainder of the unexpired term of the office.
2. In the event of a vacancy in the office of President, the Vice-President shall automatically succeed to the office of President for the remainder of the unexpired term. The office of the Vice-President shall be filled in accordance with Article V, section D, 1. as above.
ARTICLE VII - DUTIES OF OFFICERS
Section A. President. The President shall:
1. Preside at all meetings of the general membership, and the Executive Board.
2. Appoint all heads of Standing and Special Committees followed by the majority approval of the Executive Board.
3. Sign, with the Secretary, all contracts and documents authorized by the Executive Board.
4. Be an ex-officio member of all committees, except the Nominating Committee.
5. In the absence of, or due to illness of the Treasurer, sign checks for authorized disbursements on behalf of the Society.
6. Present a written report at the Annual Meeting.
7. Appoint a Director or Directors if there is a vacancy in the Directorship followed by the majority approval by the Executive Board.
Section B. Vice-President. The Vice-President shall:
1. Assume the duties of the President in the absence of, or at the request of, the President.
2. Assume the duties of the President for the remaining term of office in the event of a vacancy in the office of President.
3. Act as Chair of the Program Committee, and may appoint assistants in charge of the following subcommittees:
a. Program/Speakers for General Membership Meetings.
b. Physical Arrangements and Equipment.
c. Such other subcommittees as may be appropriate (i.e., Hospitality Committee).
4. Present a written report at the Annual Meeting.
Section C. Secretary. The Secretary shall:
1. Keep a record of the proceedings of all General, Special and Executive Board Meetings of the Society.
2. Keep and have available for reference at all meetings one book in which copies of the Bylaws and Standing Rules are kept current.
3. Sign, with the President, all contracts and documents authorized by the Society.
4. See that proper notice is given of all meetings.
5. Notify officers and general members of any special meetings.
6. Maintain a file of the Society's correspondence.
7. Receive and maintain a file of all annual reports.
8. Make and file any necessary documents pursuant to local, state and federal laws as necessary.
Section D. Treasurer. The Treasurer shall:
1. Be custodian of all funds of the Society.
2. Sign checks for authorized disbursements on behalf of the Society.
3. Remain accountable for the ordinary expenses of the Society.
4. Make all financial records available for audit prior to the Annual Meeting.
5. Be a member of the Budget and Finance Committee, but may not serve as Chair.
6. Present a statement of finances at each meeting of the Executive Board and quarterly per fiscal year to the General Membership.
7. Present at the Annual Meeting a financial report covering the entire previous year.
8. Make and file any necessary documents pursuant to local, state and federal laws, especially regarding income reporting and taxation, as necessary by such laws.
10. Have current financial records available at all meetings he is required to attend.
11. Make at any other time all financial records available for the inspection of the Budget and Finance Committee and Executive Board at any and all times pursuant to Article IV sections 3 and 4.
ARTICLE VIII - EXECUTIVE BOARD
The Executive Board shall consist of the elected officers, Board of Directors and Standing and Special Committee Chairs.
1. There shall be at least six (6) regular meetings of the Executive Board per fiscal year, of which Board members must attend a minimum of four (4) Board meetings per fiscal year.
2. Board members who do not attend the minimum number of meetings specified in Article VIII, section B, 1, will be subject to removal by the Executive Board upon a three-fourths (3/4) vote.
The Board of Directors shall consist of not less than three (3) or more than 15 individuals from the General Membership who shall be elected for three year terms with one-third (1/3) of the directorate to be reelected each year.
Section D. The Executive Board shall:
1. Organize and administer the activities and properties of the Society subject to the requirements of these Bylaws and the will of the membership as expressed by the majority votes of the Executive Board members present. In the event of a tie vote the highest ranking elected officer present will decide the outcome of the vote.
2. Authorize disbursements by the Treasurer of the Society's funds.
Section E. Quorum:
For the purpose of conducting business at all Executive Board meetings, six (6) Executive Board members, at least two (2) of whom shall be elected officers, shall constitute a quorum.
Section F. Special Votes:
When an Executive Board meeting is impractical due to inclement weather and/or time constraints, the President may conduct a telephone vote of all Executive Board members. All Executive Board members shall be called and of all responding within 48 hours of the call, a majority of the votes is necessary for approval.
ARTICLE IX - STANDING AND SPECIAL COMMITTEES
Section A. Standing Committees.
1. The Standing Committees of the Society shall be: Budget and Finance, Library, Membership, Newsletter, Nominating, Program, Publications, Publicity, and Awards.
2. Appointment and Term of Office
a. The President of the Society shall appoint all Standing Committee Chairs subject to majority approval of the Executive Board.
b. Standing Committee Chairs shall appoint their committee members.
c. Standing Committee Chairs shall serve for a term of two (2) years from the date of appointment. Standing Committee Chairs may be re-appointed for no more than two (2) successive terms in office only at the discretion of the Executive Board.
a. The Chair of each Standing Committee shall submit a written report to the membership at each Annual Meeting.
b. Budget and Finance Committee shall:
1). Contain no less than three (3) or more than five (5) members. The Treasurer of the Society shall be a member of the Committee but may not serve as Chair.
2). Prepare a proposed annual budget for the Society to be presented to the Executive Board for approval two (2) months prior to the annual meeting. The proposed budget shall be voted on by the Executive Board prior to the annual meeting and presented to the membership at the Annual Meeting.
3). Develop fund-raising projects and secure donations and establish an endowment for the benefit of the Society and to further the purposes of the Society.
4). Oversee the conduct of such fund raising projects as may be approved by the Executive Board.
c. Library Committee shall:
1). Serve as a liaison between the Society and the library to be chosen as the repository of the Society's reference materials and other materials placed in its library, and/or other libraries.
2). Be responsible for maintaining the genealogical records of the membership of the Society.
3). Maintain copies of all reports and financial records made by the Executive Board members to or for the Society.
4). Maintain reference materials for the use of Society members.
5). Be responsible for all acquisitions and processing of such acquisitions to the Society's library.
6). Maintain an accounting or catalogue of the Society's library's holdings.
7). Work with the Awards Chairman in acquiring and processing all materials received in regard to any award.
d. Membership Committee shall:
1). Maintain a current listing of members of the Society.
2). Assemble a membership packet included in which will be a membership card, and make the same available to new members.
3). Maintain meeting attendance records and member name tags.
4). Mail notification of dues payable two months prior to the Annual Meeting.
5). Notify delinquent members of suspension of membership.
6). Collect dues and transfer such dues in their original funds to the Treasurer.
7). Report delinquent dues to the Executive Board.
8). Transfer any donations received, in their original form, to the appropriate officer or committee chair.
e. Newsletter Committee shall:
1). Be responsible for editing, authoring as necessary, and publishing the official newsletter of the society on a regular basis.
2). Be responsible for collecting and receiving materials to be considered for publication in the Society newsletter.
3). Publish in the Society newsletter any items specifically requested by the Executive Board.
4). Work closely with the Public Relations Chairman to decide the style content and visual aspect of the newsletter.
5). Distribute said newsletter to all members who receive official mailings
f. Nominating Committee shall:
1). Consist of three (3) members, thus: at least one (1) Director, who shall be appointed Chairman, and two (2) other persons from the general membership nominated by the Chair followed by the approval of the President and the Executive Board.
2) The Director who shall be Chairman, shall be an outgoing Director who shall be appointed by the President and approved by the majority of the Executive Board.
3). Nominate candidates for those offices to be filled at the Annual Meeting. All nominations shall require the approval of the person being nominated.
4). Submit the proposed slate of officers to the Executive Board two (2) months prior to the Annual Meeting and to the general membership one (1) month prior to the Annual Meeting.
g. Program Committee shall:
1). Have the Vice-President of the Society as its Chair.
2). Plan programs and other appropriate activities of the Society within the Society's budget and with approval of the Executive Board.
3). Seek special approval of the Executive Board for special activities which fall outside budget appropriations and may require fund-raising or the charging of a fee.
4). Secure written permission on behalf of the Society from all lecturers for the Society to record their presentations in any form (audio, video, etc.).
5). Secure a meeting location, speaker, program topic, or arrange meetings at a pre-organized event. Such program topics shall relative to the interests of the membership and purposes of the Society.
6). Oversee the Hospitality subcommittee, which will in turn secure refreshments for the regular meetings and other programs of the Society, as well as the meal for the Annual Meeting.
7) Secure written permission on behalf of the Society from all lecturers for the Society to create, distribute, and make available for an appropriate fee, copies and/or transcriptions of lecturers' presentations to the Society.
h. Publications Committee shall:
1). Be responsible for all outgoing publications of the Society, including a timely scholarly journal (upon its inception), with the exception of the newsletter and library materials.
2). Guide the publication of such materials in regard to writing, editing, compiling material, layout and production, as necessary, with the approval of the Executive Board.
3). Create, distribute, and make available for an appropriate fee, copies and/or transcriptions of lecturers' presentations to the Society, and shall work with the Program Committee to this end.
i. Publicity Committee shall:
1). Be responsible for all publicity on behalf of the Society, including written publicity materials and advertising for special projects such as fund-raising activities, Society seminars, etc. and work with officers and committee members as requested and/or as necessary.
2). Make the media aware, on behalf of the Society, of the Society's activities and special programs.
3). Request and direct the number of assistants necessary to perform the duties of office.
4). Work closely with the Newsletter Chair to decide the style, content and visual aspects of the newsletter.
j. Awards Committee shall:
1). Make recommendations to the Executive Board for various awards conferred by the Society.
2). Be responsible for obtaining certificates to be presented at the Annual Meeting to award recipients.
3). Direct the Society's Literary Award contest.
ARTICLE X - NOMINATIONS AND ELECTIONS
Section A. Elections.
1. Elections shall be held at the Annual Meeting.
a. President and Secretary shall be elected in even-numbered years.
b. Vice-President and Treasurer shall be elected in odd-numbered years.
a. Eligibility: All members in good standing (those members whose dues are paid in full for the current fiscal year) may vote in Society elections.
b. Voting shall be by voice, provided there is only one candidate for office. If more than one candidate is running for any one office, the voting shall be by written ballot. Majority vote of those present, elects.
Section B. Nominations.
1. The Nominating Committee shall present a slate of officers with at least one nominee for each office to be vacated. as per Article IX, Section A, Part 3,f, 2). and 3).
2. Nominations may be made by the general membership from the floor at the Annual Meeting, provided each such nominee is present to give consent or has given written consent to serve if elected.
ARTICLE XI - FISCAL YEAR
The fiscal year of the Society shall be July 01 to June 30.
ARTICLE XII - PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Newly Revised, and subsequent editions thereof, shall govern the Society in all cases in which they are applicable, and which are not inconsistent with these Bylaws and any Standing Rules.
ARTICLE XIII - SEAL/LOGO
A seal and/or logo appropriate in design may be adopted and altered by the Executive Board at any time.
ARTICLE XIV - EXEMPTION
1. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code 1954 (or the corresponding provision of any future United States Internal Revenue Law).
2. No part of the net earnings of the Society shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, 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 set forth in Article II hereof.
3. The Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign in behalf of any candidate for public office in the United States of America or in any foreign country.
4. In any year in which the organization is a private foundation as described in Section 509 (a), the organization shall distribute its income for said period in such time and manner as not to subject it to tax under IRC 4942, and the organization shall not (a) engage in any act of self-dealing as defined in IRC 4941 (d), (b) retain an excess business holdings as defined in Section 4943 (c), (c) make any investments in such manner as to subject the organization to tax under Section 4944, or (d) make any taxable expenditures as defined in IRC 4945 (d) or corresponding provisions of any subsequent Federal tax laws.
ARTICLE XV - DISSOLUTION OF SOCIETY
If the Executive Board concludes that the society can no longer continue to function, a special meeting of the membership shall be called. The Executive Board shall send to all members a notice of the date, time and location of the meeting and an explanation of the proposed actions no later than four (4) weeks prior to the proposed meeting.
If dissolution is approved by at least two-thirds (2/3) of the members present and voting at the above stated special meeting, the executive board shall make provision for the payment of all debts and/or obligations of the Society. Any remaining assets shall be disposed of to such organization or organizations as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine, or distributed in accordance with Federal and State laws governing dissolution of non-profit organizations.
ARTICLE XVI - AMENDMENTS
The Bylaws may be amended at any meeting of the Society, provided a notice of the proposed amendment(s) has been submitted in writing to the Board of Directors and sent to all members at least one month prior to the meeting at which action on the proposed amendment(s) is to be taken. A two-thirds (2/3) affirmative vote of those members present and voting is required for adoption of the amendment(s).
These Bylaws were adopted by the Executive Board of the Italian Genealogical Society of America, Inc., on 21 May 1995.
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