Bylaws (as amended December 11, 2011)
Bylaws of the Jewish Genealogical Society of the Conejo Valley and Ventura County (JGSCV)
ARTICLE I. NAME AND PURPOSE
Section 1. The Jewish Genealogical Society of the Conejo Valley and Ventura County, also known as JGSCV, hereinafter referred to as the Society, was organized for educational purposes as a Nonprofit Corporation under the laws of the State of California and under section 501(c) (3) of the U.S. Internal Revenue Code.
Section 2. The Society's meetings are held in various locations in the Conejo Valley and Ventura County. The Society's principal office is in Los Angeles County. The Society's mailing address is: 6052 Hackers Lane, Agoura Hills, CA 91301.
Section 3. Change of Address: The Board of Directors may change the address of the Society's principal office so long as it remains in Ventura County or the Conejo Valley area of Los Angeles County. Any such change shall not be deemed an amendment of these Bylaws.
Section 4. The purpose of this organization is to provide a society for persons interested in Jewish genealogy; to encourage interest in Jewish genealogy; to provide educational genealogical programs; to develop and execute genealogical projects; to serve as a service and support group for genealogical libraries and historical associations; and to provide a center for the exchange of surnames and genealogical material.
ARTICLE II. MEMBERSHIP
Section 1. Membership shall be open to all individuals who are interested in Jewish family records, family history, genealogy, or local history.
Section 2. Membership shall be classified as follows:
- a. Individual
- b. Student: full time student age 23 or younger
- c. Family: two persons residing at the same address.
- d. Out of area: not a resident of Los Angeles or Ventura counties.
- e. Institutional
- f. Special: as approved by the Board of Directors.
Section 3. Any member who paid dues prior to November 1, 2005 shall be considered a Charter Member of the society so long as he or she remains a member in good standing.
Section 4. Family members shall receive one mailing per household. All non-institutional members shall have the right to vote.
Section 5. As part of its adoption of an annual budget, the Board of Directors shall establish dues for each class of membership for each calendar year. Should no specific action be taken, the dues structure in effect during the prior year shall continue.
Section 6. 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.
Section 7. Any member may be expelled from the Society by a two-thirds (2/3) majority vote of the Board of Directors for good cause.
ARTICLE III. BOARD OF DIRECTORS
Section 1. The Society shall be governed by a Board of Directors elected by its members in good standing.
Section 2. The Board of Directors shall consist of eleven elected members, the most recent past president who agrees to serve, and up to two additional members appointed by the President with the approval of the Board.
Section 3. From time to time, the Board may adjust the number of elected Directors, but in no case may there be less than six or more than twelve elected Directors. The term of office of elected Directors shall be two years. One-half (1/2) of the Directors shall be elected each year. The initial slate of directors shall be divided into two groups with the terms of half expiring December 31, 2006 and the others' terms expiring December 31, 2007. This division can be done in any way acceptable to the directors.
Section 4. The President shall, by appointment, and with the approval of the Board of Directors fill a vacancy on the Board of Directors. The term of all appointed Board of Directors shall end on December 31st of the year appointed.
Section 5. The President shall call regular meetings of the Board of Directors at least once per quarter and no more frequently than once per month. The President may call special meetings of the Board of Directors and shall call a special meeting on the written request of three members of the Board. At least seven 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.
Section 6. 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.
Section 7. 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.
Section 8. A quorum shall be a simple majority of the board's members.
Section 9. 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.
Section 10. The Board of Directors shall cause audits to be made of the receipts, disbursements, assets, and liabilities of the Society annually, or at more frequent intervals if deemed necessary.
Section 11. The Board of Directors shall arrange for an annual inventory to be made of all personal property of the Society, assigning valuations based on standard methods of depreciation. Effective January 1, 2007, adequate liability insurance shall be carried.
Section 12 Any member of the board of directors may resign at any time by giving written notice to the Board of Directors or the President of the Society. Any such resignation shall take effect at the date of the receipt of such notice or any later date specified therein. The acceptance of such resignation shall not be necessary to make it effective. (Provision adopted by membership December 8, 2008)
ARTICLE IV. OFFICERS
Section 1. The elected officers of the Society shall be a President, Program Vice President, Membership Vice President, Secretary and Treasurer. Officers shall be elected for one-year terms. His/her term as an officer shall continue until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected, whichever occurs first.
Section 2. Only elected or appointed members of the Board of Directors shall serve as officers of the Society.
Section 3. Any candidate for President shall have served a prior term as a member of the Board of Directors, for a minimum of one year, before being installed as President (This provision is effective as of January 1, 2007).
Section 4. The President, shall, by appointment, and with the approval of the Board of Directors, fill a vacancy in any office. Such appointed officer shall continue in office until December 31st of the year appointed.
Section 5. The Board of Directors shall have the power to adjust the number of established elected officer positions from time to time.
Section 6. 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.
Section 7. Any officer may resign at any time by giving written notice to the Board of Directors or to the President of the Society. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 8. (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, 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 as 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.
Section 9. The Program Vice President shall organize and arrange programs for the general membership meetings of the Society. He/she shall coordinate notices to the general membership of upcoming meetings and events and be in charge of external publicity for the Society. In conjunction with the Membership Vice President, he/she 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 Program Vice President shall perform the duties of the President.
Section 10. The Membership 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. He/she shall perform such other duties as are assigned by the President.
Section 11. 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 and tapes of all 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. This list shall be made available to the general membership.
Section 12. 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 approved by budget or by an action of the Board. Checks shall be signed by the Treasurer and by the President or any other officer designated by the President. He/she shall consolidate financial and budget data for use in managing the affairs of the Society.
ARTICLE V. NOMINATIONS AND ELECTIONS
Section 1. 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.
Section 2. 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.
Section 3. 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.
Section 4. 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.
Section 5. Only members in good standing as of October 1st shall participate in nominations and election of the Board of Directors.
Section 6. 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 2007, he/she must have been a member of the Society for at least one year prior to his/her nomination.
Section 7. No proxies shall be allowed for voting at any election.
Section 8. The officers of the Society shall be elected at the first meeting of the new Board of Directors.
ARTICLE VI. OPERATIONS AND BUDGET
Section 1. The Board of Directors shall be responsible for the control and management of the affairs and funds of the society. The Board shall cause audits to be made of the Society's receipts, disbursements, assets and liabilities annually and at more frequent intervals if deemed necessary. The Treasurer, in conjunction with the auditor shall prepare a financial report for each fiscal year, including an income statement and a balance sheet with a list of investments. This report shall be distributed to all board members and shall be made available to non-institutional members upon request.
Section 2. The President shall select a Budget Committee, including the Treasurer, which shall prepare a proposed budget for the next fiscal year. The fiscal year shall be the calendar year. The Board of Directors shall approve an annual budget. All expenditures except those specifically mentioned in the approved budget must have the approval of the Board of Directors before being incurred.
Section 3. The Board of Directors is authorized to purchase insurance on the Society's personal property and any liability insurance that it deems necessary or convenient. The Secretary shall conduct an annual inventory of the Society's library and archives.
Section 4. A summary of significant Board actions shall be published regularly in the Society's official publication.
Section 5. The Society shall hold about ten general meetings a year.
Section 6. The rules contained in Robert's Rules of Order Revised (latest available edition) shall govern the Society whenever they are applicable and not in conflict with these Bylaws or any special rule adopted by the Society.
ARTICLE VII. DISSOLUTION
Section 1. In the event of the dissolution of the Society, the provisions of its Articles of Incorporation concerning dissolution shall be followed.
ARTICLE VIII. AMENDMENT
Section 1. These Bylaws may be amended by a two-thirds (2/3) majority vote of the members in good standing present and voting at any general meeting, provided that notice of the proposed amendments shall have been included in a written notice of the meeting.
Section 2. Amendments may be proposed by any member of the Board of Directors or by any five members of the Society. Proposed amendments must be submitted to the Secretary in writing, clearly spelling out all deletions, changes or additional words to be made to these Bylaws.
Section 3. 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.
Section 4. 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 VIII, Section 3 of these Bylaws.
Section 5. 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 Society's web site and so readily accessible by all members.
ARTICLE IX. EFFECTIVE DATE OF BYLAWS
Section 1. Approval of these Bylaws shall take effect immediately upon their approval.
ARTICLE X. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 1. No member, Director, officer, employee, or other person connected with this Society, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Society, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the Society in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Society's assets on dissolution of the Society. All members, if any, of the Society shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Society, whether voluntarily or involuntarily, the assets of the Society, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of this Society and not otherwise.
I hereby certify that I am the duly elected and acting Secretary of said Society and that the foregoing Bylaws, comprising seven pages, constitute the Bylaws of said Society as duly adopted at the meeting of the general membership held on July 25, 2005.
Signed by _______________________, President, JGSCV Jan Meisels Allen