JGSGKCBy-Laws

Bylaws
of the
Jewish Genealogical Society of Greater Kansas City
Overland Park, Kansas
December 2017
 
 
Article I – Name
The name of this organization shall be the Jewish Genealogical Society of Greater Kansas City (JGSGKC), also referred to herein as “the Society”.
 
Article II ‑ Objectives
  1. To collect, preserve and perpetuate the records and history of our ancestors.
  1. To publish and circulate literature relative to the purposes and acquisitions of the Jewish Genealogical Society of Greater Kansas City, to promote genealogical and historical research, and to aid in the publication, dissemination, preservation, and safeguarding of genealogical and historical manuscripts pertaining to Jewish genealogical research and other genealogical interests, including biography, family and local history.
 
  1. To carry out projects relating to Jewish genealogy and family history education and research, and to encourage interest in Jewish genealogy and its methodologies.
  1. To receive gifts and devises of real and personal estate for the benefit of the Society, to do all things necessary for the perpetuation of the Society and generally to exercise the powers legally and properly requisite thereto.
  1. To secure and hold copyrights, plates of books, periodicals, tracts and pamphlets of genealogical and historical interest.
  1. All of the foregoing are for carrying on the work of the Society operating solely for educational and historical purposes as provided in Section 501(c)(3) of the U.S. Internal Revenue Code.
Article III ‑ Nonprofit Character
 
  1. (a).    No part of the net earnings of the Society shall inure to the benefit of any private individual, except those who may become employees or contractors of services.
(b).    Funds collected by the Society shall, except for periodic small cash requirements, be deposited into its checking account duly authorized by the Board of Directors (“the Board”), and the Treasurer shall provide accountings of all monies, including deposits, checks written and petty cash in the manner prescribed by the Board of Directors.
  1. Upon dissolution of the society, after payment of all liabilities, a five‑person temporary committee, selected by a majority of voting members in good standing, shall dispose of all the assets remaining. The recipients of these assets shall, at that time, be charitable, educational or religious in nature and shall qualify for tax exemption status as provided by law. The temporary committee shall be selected via:
  2.  
  3. (a)     a notice given by e-mail/postal mail no less than fifteen (15) days prior to the date of selection, and
    (b)     ballots cast by e-mail, postal mail, on the website, and/or in person at a meeting called for such purpose.
Article IV – Membership
  1. Membership shall be open to all individuals who are interested in Jewish family records, family history, genealogy and associated histories.
  1. There shall be three (3) basic classifications of members, but, by majority vote, the Board of Directors may create other classifications of membership.
    (a)      Individual: Any person willing to accept the objectives and Bylaws of the Society. Each dues-paying member is entitled to one vote.(b)      Family:  Two persons in one household willing to accept the objectives and Bylaws of the Society. Each dues-paying family unit is entitled to one vote.(c)      Special: As approved by the Board of Directors.
  2. Membership shall be annual, starting January 1st of each year.
 
  1. (a) Dues, as established and approved by the Board of Directors, shall be payable annually during the month of January.
  2.  
  3. (b) Dues of new members joining after July 31st of any year shall be one-half of annual dues.

    (c) The Board of Directors may adjust dues as it deems necessary.
 
  1. A written application, approved by the Board of Directors, for initial membership must accompany the payment of dues.
 
  1. A member in good standing is one whose dues are current. For continuing members, dues are payable January 1st of each year. For new members, dues are payable upon joining the Society. Any member whose dues are in arrears for three months or more, after due notice from the Society, shall be dropped from membership in the Society and all rights and privileges granted shall cease. Only members in good standing may vote and hold office.
 
  1. Any member may be expelled from the Society for good cause, by a majority vote of the Board of Directors.
 
 
Article V – Board of Directors
 
  1. The initial Board of Directors shall be an interim Board of Directors and shall consist of the members of the Organizing Committee, serving until elections are held or for 1 year, whichever comes first. Thereafter, the Society shall be governed by a Board of Directors elected by its members in good standing.
 
  1. The Board of Directors shall consist of seven (7) elected members.
 
  1. The members of the Board of Directors must be members in good standing of the Society.
 
  1. From time to time, the Board od Directors may adjust the number of elected Directors, but in no case may there be less than three or more than nine elected Directors. The term of office of elected Directors shall be two years. The initial slate of elected Directors shall be divided into two groups with the terms of one group expiring December 31, 2018 and the others' terms expiring December 31, 2019. This division can be done in any way acceptable to the Directors. One group of the Directors shall be elected each year.
 
  1. The Board of Directors shall have the authority to adjust the number of established elected officer positions from time to time.
 
  1. The Board of Directors may declare any elective or appointive office vacant for good cause as determined by a two-thirds (2/3) vote of board members attending any regular board meeting or any special board meeting where this issue is on the announced agenda. The officer shall be given a reasonable opportunity to show cause why such action should not be taken.
 
  1. The Board shall meet to carry on the business of the Society. A meeting of the Board may be requested by any two (2) members of the Board. The Secretary shall notify all Board members, including ex‑officio, of the time and place of each meeting at least two (2) weeks in advance.
 
  1. Board members are required to attend at least half of the board's regular meetings each year. Directors unable to attend should notify the President whenever possible far enough in advance so that the meeting may be canceled if a quorum will not be present.
 
  1. A quorum shall consist of a simple majority of Board positions that are filled. In the absence of a quorum, no actions may be voted upon, although suggestions may be proposed for a subsequent meeting.
 
  1. The Board shall have control and management of the affairs and the funds of the Society, subject to the will of the organization, and none of the Board's acts shall conflict with the objectives of the Society.
 
  1. The Board of Directors shall cause reviews to be made of the receipts, disbursements, assets, and liabilities of the Society annually, or at more frequent intervals if deemed necessary.
 
  1. The Board of Directors shall arrange for an annual inventory to be made of all personal property of the Society.
 
  1. The Board shall make all decisions for the Society in keeping with its Bylaws and not conflicting with any decisions reached by the membership at a properly called meeting of the Society.
 
  1. Any member of the Board who resigns, or who is absent from three (3) consecutive meetings of the Board without indicating valid cause, may be dropped from the Board and the unexpired term shall be filled by appointment by the President and with approval of the Board of Directors.
 
  1. The Board shall determine the dates and nature of all meetings and events of the Society with due consideration being given to any expressed wishes of the membership.
 
  1. The minutes of each Board meeting shall be published in the secure (members) area of the Society’s website at least one (1) week prior to the next meeting of the Board.
 
  1. All meetings of the Board of Directors shall be open to any member in good standing, as a non-voting attendee.
 
Article VI - Officers
 
  1. The Officers shall consist of a President, two Vice‑Presidents, a Secretary,­ a Treasurer, and two Board Members at-large. The term of office of an Officer shall continue until he or she resigns, is removed, or is otherwise disqualified to serve, or until her or his successor shall be elected, whichever comes first.
 
  1. Only elected or appointed members of the Board of Directors shall serve as Officers of the Society.
 
  1. Any candidate for President shall have served a prior term as a member of the Board of Directors before being installed as President.
 
  1. In the event of a vacancy in the office of President the Membership Vice-President shall assume that position.
 
  1. (a) The President shall be the chief administrative officer of the Society and shall be responsible for the execution of the Society's policies and programs and the efficient functioning of the Society, under the general direction of the Board of Directors, the Articles of Incorporation (if any), the Bylaws, and any applicable State Laws and Federal Regulations; (b) The President shall have the authority to make assignments and reassignments of such duties and functions of the elected and appointed officers that are not set out in the Bylaws; (c) The President shall preside at all meetings of the Board of Directors and the general membership; (d) The President is an ex-officio member of all committees, except the Nominating Committee; (e) The President shall prepare and distribute to the Board of Directors an agenda for each meeting prior to a meeting.
 
  1. The President, shall, by appointment, and with the approval of the Board of Directors, fill a vacancy in any office at the next meeting, or as soon afterward as possible. Such an appointed officer shall continue in office until the end of that term.
 
  1. The President shall call regular meetings of the Board of Directors at least once per quarter. The President may call special meetings of the Board of Directors and shall call a special meeting on the written request of two (2) members of the Board. At least five (5) days notice shall be given to each Board member of the time, place and purpose of each board meeting. If a board meeting is to be canceled, or the date changed, the President or his/her designee(s) must make a reasonable effort to notify every board member.
 
  1. During their term of office, each officer or director shall promptly send or give a copy of any correspondence initiated by him or her concerning the Society to the President. Directors shall turn over all properties, materials, records and correspondence pertaining to their respective offices to their successors within fifteen days after their terms of office expire or at the first regular board meeting of the calendar year.
 
  1. Prior to each meeting of the Board, each officer, board member, and committee chair shall prepare and disseminate a report of the activities of the officer or committee since the preceding meeting. The reports shall be made a part of the minutes of the Board meeting.
 
  1. The Membership & Outreach Vice President shall be the overall Membership Officer for the Society. He/She shall conduct a membership recruitment program. In coordination with the Treasurer, he/she shall maintain an up-to-date listing of the membership. He/She shall arrange for periodic publication of membership lists. She/He shall coordinate notices to the general membership of upcoming meetings and events and be in charge of external publicity for the Society. She/He shall perform such other duties as are assigned by the President. In the absence of the President, or in case of disability of the President, as determined by the Board of Directors, the Membership and Outreach Vice President shall perform the duties of the President.
 
  1. The Program Vice President shall organize and arrange programs for the general membership meetings of the Society, subject to approval by the Board. In conjunction with the Membership & Outreach Vice President, he/she shall perform such other duties as are assigned by the President.
 
  1. The Secretary shall have charge of all of the records, books, archives, seals, papers and corporate records of the Society. He/She shall keep current, true and correct records of the proceedings of the Board of Directors, and the general membership meetings. He/She shall maintain the master file of Society correspondence. Quarterly, the Secretary shall prepare a list of significant motions passed by the Board of Directors. The Secretary shall prepare the minutes of Board proceedings after each meeting. Upon approval by the Board, the minutes shall be posted on the Society’s website. The Secretary shall prepare a report of each general or special membership meeting and submit the report to the President for Board approval and posting on the website.
 
  1. The Treasurer shall receive all moneys of the Society, depositing the same in the name of the Society in a one or more federally insured financial institutions as shall be designated by the Board. He/She shall pay by check all bills for expenses designated in the budget or by an action of the Board. Checks shall be signed by the Treasurer or by the President or any other officer designated by the President. He/She shall consolidate and report financial and budget data for use in managing the affairs of the Society. The Treasurer shall keep accurate records of the Society's funds. An annual report shall be prepared and presented to the Board at the January meeting.
 
  1. Board members at-large shall carry out other duties assigned to them by the President.
 
 
Article VII – Nominations and Elections
 
  1. A slate of candidates shall be chosen by a nominating committee named by the Board. Consent of the nominee shall be obtained before he/She is proposed.
  2. The election of the Board of Directors shall be held at the December general meeting. The board members elected shall take office on January lst of the following year.
  3. The Nominating Committee shall have a chairperson and two members. By September of each year, the President shall appoint as chairperson the most recent available past President of the Society. Should there be no available Past President willing to serve as chairperson, the President shall appoint as chair a member in good standing not currently serving on the Board of Directors. The President shall also appoint one board member and one person from the general membership to the Nominating Committee. The Board of Directors shall approve the members of this committee by vote at a regular or special board meeting.
  4. The Nominating Committee shall hold one or more meetings and report to the Board of Directors recommending a slate of proposed Board of Directors, identifying the offices in which they have agreed to serve if elected. The Nominating Committee's report shall be presented at the October board meeting. The committee's report shall be published in the announcement for the November general meeting.
  5. Additional nominations to the Board of Directors may be made at the November general meeting. Any person nominated from the floor must either be present and orally agree to serve or have signed a written acceptance that is available for inspection at this meeting.
  6. Only members in good standing as of October 1st shall participate in nominations and election of the Board of Directors.
  7. A person being nominated to the Board of Directors shall be a member in good standing of the Society. Effective with elections on or after November 2019, he/She must have been a member of the Society for at least one year prior to his/Her nomination.
  8. The election of the Board of Directors shall be held at the December general meeting. The board members elected shall take office on January 1st of the following year.
  9. Issues and elections brought before the general membership shall utilize the following procedure.
        (a) Descriptive information shall be provided to all members.
        (b) The information shall be distributed not less than five (5) days prior to a regularly scheduled meeting.
        (c) Voting shall be done in any manner acceptable to those members present, except for the election of Board members. At the option of the Board, voting may be done by a form on the Society’s website, by e-mail or regular mail, in-person, or any combination of these methods, so long as all members are given an opportunity to participate. No proxy shall be allowed for voting in any election.
        (d) The issue or election will be accepted if approved by a majority of the members present fifty-one (51) percent or more of those members voting, unless other requirements are specified in these Bylaws.
 
Article VIII – Committees
 
  1. Standing Committees and Temporary Committees shall be established by the Board as needed. All such groups are subject to the Board and shall make appropriate and timely written reports. When possible, Vice‑Presidents and Board members‑at‑large  should chair these committees.
 
The President may appoint, with the approval of the Board of Directors, an Editor of the Society's publications, a Parliamentarian, a Special Events Chair, an Archivist, a Publicity Chair, a Mailings Chair, a Hospitality Chair, a Webmaster and any other committee chairpersons as may be necessary. Except for the Parliamentarian, these appointees need not be board members.
 
Article IX - General Meetings
 
  1. Attendance: All meetings shall be open to anyone interested in the objectives of the Society. However, the Board may request a contribution from non-members wishing to attend JGS­GKC meetings that include a presentation or a program. This contribution is intended to help defray expenses associated with these meetings and other JGS-GKC activities.
 
  1. There shall be a minimum of three (3) general meetings plus one (1) Annual Meeting in each calendar year. These shall be reserved, mainly, for conducting those activities which promote the objectives of the Society, including elections.
 
  1. The Board shall hold meetings at its discretion. Such meetings shall be noticed to members at least five days in advance, and shall be open to any members who wish to attend.
 
  1. The Board shall publicize an annual calendar of general meetings and board meetings. These meeting dates shall not conflict with Shabbat or with major Jewish holy days.
 
  1. Special meetings: Notice of the time, place and purpose of a special meeting shall be given to each member of the Society not less than ten (10) days prior to the meeting. Such notice may be provided by a notice posted on the website, by e-mail or by postal mail.
 
 
Article X – Fees
 
The Board shall establish and can adjust charges, fees, dues and similar sources of revenue. Notices of changes in charges and fees must be publicized thirty (30) days in advance of their effective date. Changes in annual dues must be publicized sixty (60) days prior to the effective date of change.
 
 
Article XI – Indemnification
 
  1. Executive Board:  Every present and former member of the Board shall be indemnified by the Society against any liability and reasonable expense actually incurred in connection with any claim, action, suit or proceeding; provided that such person is wholly successful with respect thereto or acted in good faith, in what such person reasonably believed to be the best interests of the Society, or was not willful or reckless, and in addition, with respect to any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful. “Claim, action, suit or proceeding” shall include, but need not be limited to, the termination of any such claim, action suit or proceeding, by or upon a plea of guilty or of nolo contendere, or its equivalent, or a negotiated settlement, shall not create a presumption that such a person did not meet standards of conduct set forth in the constitution or Bylaws of the Society. “Wholly successful” shall mean termination of any action, suit or proceeding against he person in question without any finding of his/Her liability or guilt, or the tolling of any applicable statute of limitations after the making of any claim, or threat of an action, suit or proceeding without the institution of same.
 
 
Article XII – Miscellaneous
 
  1. The current version of Roberts Rules of Order shall govern in all cases in which they are not in conflict with these Bylaws or any special rule adopted by the Society.
 
  1. The fiscal year shall be the calendar year, commencing on January 1st and ending on December 31st.
 
  1. Title to all property, such as books, office equipment, etc., shall be held in the name of the Society. A record of all property shall be maintained by a custodian designated by the Board. The Board may obtain suitable insurance for such property.
 
  1. Independent legal counsel may be retained if and when the Board determines necessity.
 
 
Article XIII - Amendments
 
  1. Amendments to these Bylaws shall be proposed in writing. Amendments may be offered by any member of the Board of Directors or by any five members in good standing of the Society.
 
  1. Proposed Amendments must be submitted to the Secretary in writing, clearly indicating all deletions, changes or additional words to be made to these Bylaws.
 
  1. The Board of Directors shall consider each proposed amendment before its presentation to the general membership. The board may not modify the wording of the proposed amendment (only the person or persons proposing the amendment may change its content). If approved by a majority vote of the Board, it shall be presented to the general membership at the next regular general membership meeting for which it can be included in the meeting notice, and it shall be posted on the website.
 
  1. Should the Board of Directors not approve a proposed amendment, the Secretary shall, within fourteen days, so notify the person or persons who proposed it. He/She/they may then choose to withdraw it, modify and resubmit it, or resubmit it without change. Should no action be taken within 30 days of this notification, the proposed amendment shall be considered withdrawn. Should the person or persons choose to resubmit the proposed amendment without change, it shall be presented to the general membership at the next regular general membership meeting for which it can be included in the meeting notice. Should the person or persons choose to submit a revised version of the proposed amendment, it shall be considered at the next regular meeting of the Board of Directors as a new proposal per Article XIII, Section 3 of these Bylaws.
 
  1. Bylaws amendments will be adopted if approved by at least sixty percent (60%) majority vote of the members in good standing who cast a vote, including two-thirds of the Board.
 
  1. The Parliamentarian shall provide a copy of these Bylaws, as last amended, to each member of the Board of Directors upon taking office. A copy shall be available, if possible, at each general meeting. These Bylaws are to be posted on the Members section of the Society's web site and be readily accessible by all members.
 
Article XIV ‑‑ Enabling
 
These Bylaws shall go into effect upon adoption by the Interim Board or any successor Board.
 
Certificate
 
I hereby certify that I am the Interim President of said Society and that the foregoing Bylaws, comprising eleven (11) pages, constitute the Bylaws of said Society as approved by the Interim Board of Directors on December ____, 2017
 
 
Signed by ________________________________, Ronald D. Doctor, Interim President, JGS-GKC