VILLAGE GENEALOGICAL SOCIETY BYLAWS

Revised / Approved April 2019

ARTICLE I ~ Name


The name of this society shall be the Village Genealogical Society, hereafter in these bylaws referred to as VGS.



ARTICLE II ~ Objectives


The objectives of the VGS shall be to:
     • create, foster, and maintain interest in genealogy;
     • collect, preserve, and publish information relating to the ancestors of the members in order to make the information more readily available to present and future generations;
     • exchange ideas and cooperate in devising efficient methods of genealogical and historical research;
     • and develop educational programs pertaining to genealogical and historical research.



ARTICLE III ~ Membership


Section 1. Regular membership is open to any interested person by payment of annual dues.

Section 2. Annual dues shall be established by the VGS Board of Directors and approved by the membership at any specified business meeting prior to the year for which the dues are to be effective.

The VGS membership year shall be September 1 through August 31.   Dues shall be payable on September 1. Members whose dues are not paid by November 30 shall be dropped automatically from membership in the VGS.

Two members residing in the same household and sharing one mailing address shall be considered as one membership for the purposes of payment of dues. Said members may have individual email addresses.

September 1 to February 28     Full Year dues
March 1 to May 30                  One half year dues



ARTICLE IV ~ VGS Board of Directors


Section 1. The elected officers of the VGS, the chairpersons of the VGS standing committees, and the immediate Past President in good standing shall constitute the VGS Board of Directors (henceforth referred to as the Board or the VGS Board).

Section 2. The VGS Board shall manage the affairs of the VGS between its general and Board meetings and shall fix the date, time, and place of all meetings.

Section 3. Meetings of the VGS Board shall be held monthly between September and May and/or when called by the President. The date, time, and place of these meetings shall be determined by the Board or by the President when calling for a special Board meeting.

Section 4. A quorum of the actively serving VGS Board members is necessary to undertake a vote for any action. The quorum consists of a simple majority of the VGS Board members with full voting privileges. Vacant offices are not considered in quorum determinations.

For actions that must be taken before a Board meeting can take place, the President may poll the VGS Board members by email to determine their votes. The quorum shall apply to email voting by the Board.

After a quorum is established either in a meeting or via email, the vote from the voting members of the Board must be a simple majority in favor to approve or undertake any action. Abstentions are not counted as either “yes” or “no” votes.



ARTICLE V ~ Officers & Election Process


Section 1. The elected officers of the VGS Board shall be President, Vice President for Programs, Assistant Vice President for Programs, Vice President for Membership, Treasurer, Secretary, Assistant Secretary, Editor of the VGS Newsletter, and Assistant Editor of the VGS Newsletter. The immediate Past President shall also be a member of the VGS Board.

The chairs of the VGS standing committees shall be approved by majority vote of the VGS Board each year and shall become ex-officio members of the VGS Board by virtue of their duties as chairpersons of the standing committees.

All members and ex-officio members of the VGS Board of Directors must be members in good standing of the Village Genealogical Society. As such, they have full voting privileges and the responsibilities of a VGS Board member.

Section 2. At the VGS general meeting held in February, a Nominating Committee of five members, two from the VGS Board and three from the membership, shall be elected by a majority vote of members present and voting. It shall be the duty of this committee to nominate candidates for the elective Board offices to be filled at the annual meeting in May.

Only members in good standing may be nominated for office. After the slate of officers has been presented to the general membership, additional nominations may be made from the floor provided the consent of the nominee has been obtained.

Section 3. VGS officers shall be elected to serve for a term of one year. Each term of office shall begin on July 1 and end on June 30th. Each officer may agree to serve another term(s), but each must stand for re-election to the additional term(s). Election shall be by a majority of those VGS members present and voting at the general meeting designated for the election of officers.

If only one nominee per office is running, election of the entire slate of officers may be by voice vote. If more than one person is running for an office (or offices), the vote for all officers shall be by paper ballot.

No member shall serve in more than one office at the same time. However, in the event of a vacancy in a Board position, the President may distribute the duties and responsibilities of the vacant position to other Board Members temporarily until the position can be filled through the elective process or by appointment by the Board.



Section 4.Resignation of any officer(s) shall be by letter or email to the VGS Board.

Resignation prior to the completion of an officer’s term of office shall terminate the officer’s rights and responsibilities associated with that office. The member appointed to complete the term assumes the rights and responsibilities associated with that office.

In the event of a vacancy in the office of President, the Vice-President for Programs shall become President for the remainder of the President’s term. A vacancy in any other office shall be filled by appointment by the Board. Appointees shall have the rights and responsibilities (including voting rights) ascribed to their appointed positions. Members serving in these vacancy appointments may be elected in their own right to a full term in the next annual election.

In the case of the death or serious illness of a Board member, the Board may enter a motion on its own to vacate the office by majority vote. The position may then be filled as explained in the preceding paragraph.



ARTICLE VI ~ Duties of VGS Board Members

Section 1. President The President shall preside at all VGS Board meetings and the general meetings of the VGS. The President shall appoint all ad hoc committees except the Nominating Committee, which is elected by the VGS membership.

In the event of a vacancy on the VGS Board, the President may distribute the duties and responsibilities associated with the vacant position to other Board Members, as necessary, until the vacancy can be filled by appointment by the Board or through the elective process.
Both the President and the Treasurer shall have individual signature authority to sign checks and to disburse VGS funds, as approved by the Board.

The President shall have the authority to enter into contracts and conduct financial transactions on behalf of the VGS, as approved by the Board.

Section 2. Vice President for ProgramsThe Vice President for Programs shall be responsible for providing topical presentations at the general meetings of the VGS.

The Vice President for Programs and the Assistant Vice President for Programs shall work together to advertise and send out publicity notices for meetings and events relevant to the VGS.

In the absence or inability of the President to perform the duties and responsibilities of the office, the Vice-President for Programs shall perform the duties of the President.

In the event of a vacancy in the office of President, the Vice-President for Programs shall become President for the remainder of the President’s term.

Section 3. The Assistant Vice President for ProgramsThe Assistant Vice President for Programs shall assist the Vice President for Programs in the performance of duties and shall assume these responsibilities in the absence of the Vice President for Programs.

The Vice President for Programs and the Assistant Vice President for Programs shall work together to advertise and send out publicity notices for meetings and events relevant to the VGS.

Section 4. Vice President for Membership The Vice President for Membership shall record new membership applications, forward the dues to the Treasurer, and compile an official membership roll by April 1 each year.

The Vice President for Membership shall ensure that the official membership roll is updated in a timely manner and shall create a current year member distribution list for VGS official uses.

Section 5. Treasurer The Treasurer shall receive all funds of the VGS and disburse the same on order of the Board.

The Treasurer shall make financial reports of all receipts and expenditures at the monthly VGS Board meetings and a final report at the VGS Annual Meeting in May and shall maintain the receipts and documentation of the annual expenditures. The annual financial report shall be for the preceding calendar year and shall cover the twelve-month period beginning January 1 and ending December 31.

The Treasurer shall be responsible for filing all governmental tax forms and shall have individual authority to sign all checks drawn on the funds of the VGS. The treasurer shall arrange for an annual examination of VGS funds by an independent auditor.

Section 6. SecretaryThe Secretary shall record and keep a permanent record of the proceedings of the meetings of the VGS Board and the VGS general meetings.

The Secretary shall ensure that minutes of the VGS Board and general meetings are provided to all Board members in a timely manner and to VGS members upon request. These records shall be turned over to the President at the end of the Secretary’s term of office. The Secretary shall ensure that the Newsletter Editor receives copies of the minutes of VGS general meetings for inclusion in the newsletter. The Secretary shall have a copy of the current bylaws at all meetings as well as any standing rules developed by the society.

Section 7. Assistant SecretaryThe Assistant Secretary shall assist the Secretary in the performance of the aforementioned duties of the Secretary and shall assume the responsibilities of the Secretary in the absence of or inability of the Secretary to perform these duties.

Section 8. Newsletter Editor The Editor of the VGS Newsletter shall be responsible for the compilation, publication, and distribution of the newsletter to the VGS membership.

The Editor shall ensure that the newsletter is provided to the Chair of the Website Standing Committee in a timely manner for inclusion on the VGS website.

The Editor shall ensure that required notices of special meetings or votes, such as votes to amend the bylaws, are published in a timely manner in the VGS newsletter or in a stand alone document, if required.

Section 9. Newsletter Assistant Editor The Assistant Editor of the VGS Newsletter shall assist the Editor in performance of the duties of the Editor and shall assume the responsibilities of the Editor in the absence of or inability of the Editor to perform these duties.

Section 10. Chair of the Website Standing Committee The Chair of the VGS Website Standing Committee shall be known as the Website Coordinator and shall be responsible for the upkeep, management, and promotion of the VGS website and its related activities.

The Website Coordinator shall become an ex-officio member of the VGS Board by virtue of the duties as a chairperson of a standing committee and shall have the associated voting rights and responsibilities of a VGS Board member.

In the event that the Website Coordinator or the Website Standing Committee members lack coding skills necessary for website development of updates and management procedures, the VGS Board may vote to hire for those duties a website contractor who may be a non-member of the VGS. The website contractor shall work under the direction of the Website Coordinator, the Website Standing Committee, and/or the VGS President to update and manage the VGS website until such time as these duties and responsibilities can be handed over to the Website Coordinator or a VGS member volunteer trained to update and maintain the VGS website.

In the event that the Website Coordinator position is vacant or the Website Coordinator cannot fulfill the position’s responsibilities, the President or a member of the Website Standing Committee shall coordinate with the website contractor for the maintenance of the VGS website until the vacant position can be filled or the Website Coordinator is able to continue in the position.

In the event that the Website Coordinator position is vacant or the Website Coordinator cannot fulfill the position’s responsibilities, the President or a member of the Website Standing Committee shall coordinate with the website contractor for the maintenance of the VGS website until the vacant position can be filled or the Website Coordinator is able to continue in the position.

A VGS member or non-member website contractor may attend the public VGS general meetings. A VGS member who has been hired as the website contractor has voting rights in VGS general meetings, but not in the Board meetings. A non-member website contract employee has no voting rights in VGS general or Board meetings.

At the invitation of the Website Coordinator or the VGS President, the website contractor may attend VGS Board meetings, as necessary, to brief the Board members on website development and update issues.

Section 11. Chair of the Breakfast Meeting Standing Committee The Chair of the Breakfast Meeting Standing Committee shall be known as the Breakfast Meeting Coordinator and shall be responsible for scheduling and managing the details of the monthly breakfast meetings.

The Breakfast Meeting Coordinator shall become an ex-officio member of the VGS Board by virtue of the duties as chairperson of a standing committee and shall have the associated voting rights and responsibilities of a VGS Board member.

Section 12.Immediate Past PresidentThe immediate Past President shall provide for an orderly transition from outgoing President to incoming President by assisting the President upon request with various matters pertaining to the operation of VGS, by working in unison with the VGS Board members on matters coming before the Board, and by serving on such committees as appointed by the President.

An immediate Past President who has completed a full term of service is eligible to serve as a member of the VGS Board with full voting rights in the membership year following the elected term. If the President does not complete the elected term, the position of immediate Past President shall remain vacant until a new immediate Past President is eligible to serve on the VGS Board.



ARTICLE VII ~ General & Special Meetings


Section 1. The general meetings of the VGS shall be held at the date, time, and place as determined by the VGS Board.

Section 2. The VGS general meeting in May shall be known as the Annual Meeting and shall be for the purpose of electing officers and for any other business. The Treasurer shall make a final financial report for the year at the VGS Annual Meeting in May.

Section 3. Special meetings of the VGS may be called by the President or the VGS Board or shall be called upon the written request of ten members of the VGS. The purpose of the special meeting shall be stated in the call, and at least three days’ notice shall be given to the entire membership.

Section 4. The VGS members present at any properly announced general meeting shall constitute a quorum for conducting business and approving actions.

All issues (except amendments to the Bylaws) to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Approval of proposed amendments to the VGS Bylaws require a two-thirds vote from the VGS members present at the meeting when the amendments are presented for voter consideration.



ARTICLE VIII ~ Committees


Section 1. Standing committees shall be designated in the VGS Bylaws. Chairs of Standing Committees are appointed with the advice and consent of the Board.

Ad hoc or special committees shall be appointed by the President as deemed necessary to carry on the work of the VGS.

Ad hoc or special committees do not have to be named specifically in the VGS Bylaws due to their temporary nature.

Section 2. Website Standing Committee. A Website Standing Committee shall be formed for the purpose of ongoing upkeep, management, and promotion of the VGS website content, including coordination with appropriate technical support as needed and as approved by the VGS Board.

This committee shall be chaired by the Website Coordinator and consist of at least two other volunteer committee members. This chairperson shall become an ex-officio member of the VGS Board (see Article VI-Section 10). The Website Coordinator shall provide regular updates to the VGS Board.

Section 3. Breakfast Meeting Standing Committee. A Breakfast Meeting Standing Committee shall be formed for the purpose of ongoing hosting, planning, and coordination of the monthly breakfast meetings.

This committee shall be chaired by the Breakfast Meeting Coordinator and shall consist of the chair and at least two other volunteer committee members. This chairperson shall become an ex-officio member of the VGS Board (see Article VI-Section 11). The Breakfast Meeting Coordinator will provide regular updates to the VGS Board.

Section 4. Ad Hoc or Special Committees.The VGS President may appoint ad hoc or special committees as needed to undertake projects or activities sanctioned by the Board and/or the VGS membership.

The Chair of an ad hoc committee may attend Board meetings as necessary to receive direction regarding the project/activity and/or to report on the project/activity.

If the Chair of the ad hoc committee is not already a voting member of the Board, he/she does not have voting rights during the Board meetings even if the vote concerns the ad hoc committee project/activity.



ARTICLE IX ~ Standing Rules


Standing rules may be adopted by the VGS Board of Directors by majority vote. Such rules are for the guidance of the members and officers and cannot conflict with the bylaws.



ARTICLE X ~ Parliamentary Authority


The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the VGS in all cases in which they are not in conflict with these Bylaws and any standing rules the VGS may adopt.



ARTICLE XI ~ Amendment of Bylaws


Section 1. Amendments to the VGS Bylaws may be proposed by any VGS member in good standing at any general meeting. Any proposed amendment(s) must be submitted in writing and discussed at that meeting. After the discussion of the proposed amendment(s), the members must be informed that a vote will be taken on the proposed amendment(s) at the next general meeting. The text of the proposed amendment(s) will be available to the members in the VGS newsletter or in a stand alone , if required, and will be provided to members in good standing.

VGS members shall be allowed to ask questions about the proposed amendment(s) during the discussion of the proposal(s) either at the time of presentation or at the next general meeting before the vote is called on the proposed amendment(s). VGS members may also submit any questions via email or in writing to any VGS Board member before the meeting at which the proposal(s) will be voted upon.

If the proposed changes to the VGS Bylaws are extensive and cannot be discussed completely at the meeting due to time constraints, copies of the written proposal must be distributed to the VGS members present who request a physical copy and also sent by email to all VGS members for their review before the next general meeting.

Section 2. The proposed amendment(s) must also be published in the VGS newsletter or in a stand alone document and recorded in the minutes of the general meeting..

Section 3. At the next general meeting, a vote on the proposed amendment(s) must be called by the President or other presiding officer after the members are given an opportunity to discuss and ask questions. A two-thirds vote of VGS members present and voting is required to pass the proposed amendment(s).