ARTICLE
I: NAME
The name of the corporation is International Association of Jewish
Genealogical Societies, Inc., hereinafter called "IAJGS"
or the "Association".
ARTICLE II: NON-PROFIT CHARACTER
The Association shall be operated as a non-profit corporation, no
part of the net earnings of which shall inure to the benefit of
or be distributable to any director or officer of the Association,
or any private individual, except that the Association 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 III. The Association is organized
exclusively for charitable purpose within the meaning of section
501 (c) (3) of the Internal Revenue Code.
ARTICLE III: OBJECTIVES
The objectives of the Association shall be:
1) To collect, preserve, and disseminate knowledge and information
with reference to Jewish genealogy.
2) To assist and promote the research of Jewish family history.
3) To provide opportunities for the sharing of Jewish genealogical
information.
4) To aim toward the publication of worthy material in the field
of Jewish genealogy.
5) To promote membership in member Jewish genealogical societies.
6) To act as spokesperson for Jewish genealogical societies in areas
of mutual interest.
7) To provide member societies with services to help them become
more effective organizations.
8) To elevate Jewish Genealogy among Jewish people and in the academic
community.
9) To promote public access to genealogically relevant records.
10) To foster creation of Jewish genealogical organizations in new geographical areas.
ARTICLE IV: MEMBERSHIP
Section 1. Any non-profit organization whose principal
purpose is to promote Jewish genealogy shall be eligible for Regular
Membership in the Association if it meets the following criteria:
1) Has at least 10 dues-paying members.
2) Holds regular meetings at least quarterly, or conducts meaningful
ongoing activities relating to Jewish genealogy at least 4 (four)
times a year, or publishes a newsletter, journal or any electronic
form of publication at least 2 (two) times a year, or convenes an
electronic discussion group, or undertakes other significant Jewish
genealogical research projects.
3) Adheres to the objectives of these Bylaws.
4) Pays its annual IAJGS membership fees.
Regular Members are entitled to vote on matters concerning the Association,
participate in IAJGS activities, receive mailings and other information,
and are eligible to receive and purchase products and services produced
by the IAJGS for its members.
Section 2. Any other organization can be considered
a Non-Voting Associate Member of the Association if it meets the
following criteria:
1) Adheres to the objectives of these Bylaws.
2) Pays its annual IAJGS membership fees.
Section 3. Applications for membership shall be
reported to the Board of Directors by the Membership Committee.
Each new member must be approved by a two-thirds (2/3) vote of the
Board.
ARTICLE V: OFFICERS AND BOARD OF DIRECTORS
Section 1. The elected officers shall consist of the President,
Vice President, Secretary and Treasurer.
Section 2. The Board of Directors shall consist
of the elected officers, the most immediate past President of the
Association willing to serve and six Directors-at-large, each of
whom shall be entitled to vote on Board matters.
Section 3. The Board of Directors shall make all
decisions for the Association in keeping with these Bylaws and not
conflicting with any decisions reached by the membership at a properly-called
meeting of the Association, including approval of applications for
membership.
Section 4. The Board of Directors shall meet as
frequently as it deems necessary to carry on the business of the
Association. A meeting of the Board may be called by the President
and shall be called upon the request of any two members of the Board.
Any or all members of the Board may participate in a meeting of
the Board or any committee thereof by means of conference telephone
call or any other means of communication by which all persons participating
are able to hear each other. The Secretary shall notify all Board
members of the time and place of each meeting at least two weeks
before face-to-face meetings and at least three days before meetings
that are to be held by conference telephone call. In addition, the
Board may consider and vote on issues using e-mail, in which case
no advance notice shall be required.
Section 5. The Board of Directors shall set the
dates and nature of all meetings and events of the IAJGS, including
the annual IAJGS International Conference on Jewish Genealogy.
Section 6. At all meetings of the Board of Directors,
six members of the Board shall constitute a quorum for the transaction
of business and the act of a majority of the members of the Board
present at any meeting at which a quorum is present shall be the
act of the Board, except as may otherwise be specifically provided
by law or by these Bylaws.
Section 7. Any vacancy, however caused, occurring
in the Board of Directors, other than a vacancy in the office of
President, may be filled by a majority vote of the remaining members
of the Board, even though less than a quorum, and each member of
the Board so chosen shall hold office until the next succeeding
annual meeting and until a successor is elected and qualified.
Section 8. In the event of a vacancy, however
caused, occurring in the office of President, the Vice President
shall immediately become President, to hold office until the next
succeeding annual meeting and until a successor is elected and qualified.
ARTICLE VI: ELECTIONS
Section 1. No later than one hundred twenty (120)
days prior to the Annual Meeting, the President, subject to the
approval of the Board of Directors, shall appoint a Nominating Committee
consisting of three persons, one of whom shall be a member of the
Board and two of whom shall not be members of the Board, and shall
designate one of the two non-Board members to chair the Committee.
Non Board members of the Nominating Committee shall be either the
President of a member organization or the designated representative
of a member organization. The Board will notify all Regular members
of the name and address of the Chair so they may submit names of
candidates to the Nominating Committee.
Section 2. The Nominating Committee shall propose
a slate of nominees for all open officer and Director-at-large positions
and shall furnish its report to the Secretary no later than 60 days
prior to the Annual Meeting. This slate may include one or more
nominees for each open officer position, and at least as many nominees
for Director-at-large positions as the number of such open positions.
Should the Nominating Committee be unable to recommend a candidate
for any position, nominations will be sought at the Annual Meeting
in accordance with Article VI, Section 4.
Section 3. The Secretary shall issue the call
for the Annual Meeting enclosing the slate proposed by the Nominating
committee. This shall be circulated in time to reach the Membership
at least 30 days in advance of the Annual Meeting.
Section 4. Additional candidates for any open
elected Board of Directors position may be nominated at the Annual
Meeting by four voting Representatives. The nominating petition
must contain (1) the signature of the President or Representative
of the four Member organizations, and (2) the signature of the candidate
with a statement granting permission to be nominated for office
and agreeing to serve if elected.
Section 5. All Officers and Directors must be
members in good standing of at least one
member society at the time of their nomination for election or appointment
and must
continuously maintain such membership during their time of office.
Section 6. The elections shall be held at the
Annual Meeting. Terms of Officers and Directors shall be two years.
Officers will be elected on odd years and Directors on even years;
provided, however, that whenever a vacancy occurs on the Board of
Directors in the middle of a two-year term, subject to the provisions
set forth in Article V for filling such vacancy on an interim basis,
the Members at the next succeeding Annual Meeting shall elect a
successor to serve for the unexpired portion of the original two-year
term. Directors and officers shall continue to serve until their
successors are elected and qualified.
Section 7. At the conclusion of the Annual Meeting,
new Officers and Directors shall be considered in office.
Section 8. If a nominee withdraws before elections
are held, a new candidate can be proposed by the procedures set
forth in Section 4, at the election during the Annual Meeting.
Section 9. The President may serve no more than
two consecutive two-year terms.
ARTICLE VII: DUTIES OF OFFICERS
Section 1. The President shall be the principal
executive officer with the responsibility for general supervision
of the affairs of the Association. The President shall preside at
all meetings of the Association and of the Board of Directors, but
may designate the Vice President to function when the President
is unavailable. With approval of the Board, the President shall
appoint all committees and shall serve ex-officio except on the
Nominating Committee.
Section 2. The Vice President shall serve as the
President in the President’s absence and shall carry out the
responsibilities assigned by the President or Board of Directors.
The Vice President shall chair the Membership Committee, which shall
receive applications for membership.
Section 3. The Secretary shall keep a record of
the proceedings of the Association and of the Board of Directors,
issue calls for Annual and Special Meetings of Members and carry
out any necessary correspondence on behalf of the Association.
Section 4. The Treasurer shall: have custody of
the funds of the Association; deposit them in insured financial
institutions or invest them pursuant to policy established by the
Board of Directors; pay all bills, and; be responsible for the collection
of membership fees or of any debts owed to the Association.
Section 5. Directors shall have the following
duties: to participate in discussion of matters affecting IAJGS
with the right to vote and to discharge other duties as assigned
by the President such as mentoring Member organizations, leading
national projects, acting as spokespersons for IAJGS in their local
communities, or other such activities that might arise.
ARTICLE VIII: MEMBERSHIP MEETINGS
Section 1. The Association shall hold an Annual
Meeting at the annual 'Seminar on Jewish Genealogy' or another appropriate
time and place. Due notice of the meeting and its agenda, including
the report of the Nominating Committee, shall be circulated to the
membership at least 30 days in advance of the meeting.
Section 2. Each Regular Member in good standing
(as defined in Article IX, Section 1 of these Bylaws) shall designate
in writing a Representative who shall be authorized to vote on behalf
of the Member and, if the Member so chooses, an Alternate Representative
who shall be authorized to vote on behalf of the Member in the absence
of the Representative. All subsequent references in this ARTICLE
VIII to Representatives shall be deemed to include any Alternate
Representative acting in the absence of the Representative to whom
he or she is alternate. Immediately prior to the convening of any
meeting of Members, each Representative shall present to the Secretary
of the Association a copy of the written designation referred to
in the first sentence of this Section 2. An individual may be designated
as Representative by more than one Member, in which case such individual
shall be entitled to cast one vote on behalf of each such Member.
Section 3. For the transaction of any business
requiring the approval of the Members a quorum shall consist of
25 percent of the Regular Members in good standing.
Section 4. Decisions shall be by majority vote
of Representatives present in person or by written proxy. There
are no absentee ballots. In the event of a tie, the President shall
cast the deciding vote.
Section 5. The latest available edition of Robert's
Rules of Order shall govern all meetings of the Association. Where
the Bylaws are in disagreement with Robert's Rules of Order, the
Bylaws will prevail.
Section 6. Each Regular Member shall consider
appointing a representative who is empowered to vote on behalf of
the Member organization at on-line meetings. The Member organization
will provide to the IAJGS Secretary the name and e-mail address
of this official on-line delegate.
Section 7. "On-line meetings" are defined
in these Bylaws to mean communications between Members using the
IAJGS e-mail list with specific purpose of deciding a particular
issue. Quorum and voting rules for meetings defined in other paragraphs
of these Bylaws apply to on-line meetings. The 30-day announcement
requirement is replaced by a 14-day minimum discussion time to insure
that the maximum number of Members can take part in discussions.
ARTICLE IX: FEES AND CHARGE
Section 1. The amount of annual membership fees
to be paid by each Member shall be established at the Annual Meeting.
Membership fees are payable to the Association each year on the
first day of January. A member that has not paid its required membership
fees by the first day of March next following shall cease to be
in good standing until such fees have been paid.
Section 2. The Board of Directors shall have the
authority to impose such late fees and interest as it may determine
in connection with membership fees not paid by the date on which
a member ceases to be in good standing for non-payment of its membership
fees.
Section 3. Other charges and fees for products
and services rendered by the Association shall be established by
vote of the Board of Directors.
ARTICLE X: FISCAL YEAR
The fiscal year will run from January 1 to December 31 of each calendar
year.
ARTICLE XI: DISSOLUTION
Upon the dissolution of the Association, the Board of Directors
shall, after payment of all liabilities, distribute the remaining
assets to a non-profit fund, foundation, corporation, or organization
with goals and objectives similar to those of the Association, organized
and operated exclusively for the purposes specified in section 501
(c) (3) of the Internal Revenue Code and which has established its
tax-exempt status under that section. No assets shall be distributed
to any individual, including anyone who has ever been an officer
of the IAJGS.
ARTICLE XII: AMENDMENTS AND REVISIONS TO BYLAWS
These Bylaws may be altered, amended or repealed or new Bylaws may
be adopted by a majority vote of the Regular Members in good standing
at an Annual or Special Meeting of Members at which a quorum is
present, provided that the proposed amendment shall have been included
in the notice of the meeting. The Secretary shall include in such
notice of meeting any proposal to alter, amend, repeal or adopt
Bylaws which has been either approved by a two-thirds majority of
the Board of Directors or proposed in writing by at least six (6)
Regular Members in good standing.
(As amended at the Annual Meeting held in Washington D.C. August 17, 2011). |