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Bylaws of the Ohio Genealogical Society

ARTICLE I NAME

The name of this organization shall be The Ohio Genealogical Society, hereinafter, referred to as the Society.

ARTICLE II PURPOSE

The purpose of the Society is to meet the educational needs of its members and the general public through the acquisition, preservation, and dissemination of genealogical and historical information pertaining to the peoples of Ohio.

ARTICLE III NON PROFIT STATUS

The Society shall operate solely for educational purposes as provided in Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, and shall limit its activities as required by an organization exempt under this section of the Code.

ARTICLE IV NON-DISCRIMINATION

The Society will not restrict membership, employment and/or activity by reason of age, citizenship, color, disability, gender, race, religion, national origin, political affiliation, sexual orientation, or status as a veteran.

ARTICLE V MEMBERSHIP

Member in Good Standing: A member in good standing is one whose current dues are paid and who complies with the provisions of the bylaws.

5.1     Full Membership: The following classes of membership shall include the right to vote and to hold office in the Society, unless otherwise specified in these Bylaws. Membership benefits are listed in the Standing Rules. Full membership shall include subscriptions to the Ohio Genealogy News, The OGS Quarterly and access to the Members-Only section of the OGS web site.
    5.1. A     Individual Membership shall be granted to any interested adult (aged 18 years or over) upon payment of annual dues.
    5.1. B     Joint Membership shall be granted to two adults residing at the same address upon payment of annual dues. Each of the two adults shall have one vote.
    5.1. C     Life Membership, Individual or Joint, shall be conferred upon payment of the designated dues.
    5.1. D     Sustaining Membership shall be granted to members upon payment of double annual dues in any membership category. One-half of these dues is considered a donation to the Society.
    5.1. E     Youth Membership shall be granted to any person under age eighteen (18) upon payment of the designated dues. Youth members shall not have the right to vote or hold office.
    5.1. F     Family Membership shall be granted to a unit, which includes one or two adults and all children under age eighteen (18) residing at the same address upon payment of annual dues. Persons under age eighteen (18) shall not have the right to vote or hold office.
5.2     The following membership categories shall not include the right to vote or to hold office:
    5.2. A     Honorary Membership for one year may be conferred upon a person whose roots are in Ohio. Procedures are listed in the Standing Rules.
    5.2. B     Complimentary membership may be conferred upon a chapter, special interest group or other organization. Procedures are listed in the Standing Rules.
5.3     Dues and Fees
    5.3. A     Dues are for all classes of membership and fees for Society activities shall be established by the Board and listed in the Standing Rules.
    5.3. B     Individual, Joint, Family, and Youth memberships shall begin on the day the payment was received and shall last for a term of one year.
    5.3. C     Life memberships shall expire upon the death of the member(s).
ARTICLE VI GENERAL MEMBERSHIP MEETINGS

6.1     A general membership meeting shall be held at the Annual Conference of the Society, at a time and place to be determined by the Board.

6.2     Special meetings of the general membership may be called by the President with the approval of the Board, or shall be called upon a petition signed by at least one hundred (100) members in good standing filed with the Secretary at least ninety (90) days prior to the date requested in the call.

6.3     Notice of all meetings of the general membership shall be given to all members at least sixty (60) days prior to the meeting and shall include the purpose of the meeting.

6.4     Members in good standing present shall constitute a quorum for the transaction of business.

6.5     A majority vote of those present and voting shall be necessary for action by the body unless a greater vote is required by these Bylaws.

ARTICLE VII OFFICERS

7.1     The elected Officers of the Society shall be a President, a Vice President of Administration (1st VP), a Vice President of Member Services (2nd VP), a Vice President of Development (3rd VP), a Secretary, and a Treasurer.

7.2     Qualifications

    7.2.A     President and Vice President of Administration (1st VP): To be eligible for these offices, a person shall be a member in good standing and, in the two years prior to the nomination deadline, shall have served as an Officer, Trustee, or Committee Chair and shall have attended a majority of regular Board meetings each year.
    7.2.B     All other offices: To be eligible for election, a person shall be a member in good standing for at least one year prior to the nomination deadline.
7.3     Duties of Officers

7.3. A     The President shall:

    7.3. A.1     Supervise the activities of the Society, assist in carrying out the policies determined by the Board of Trustees, promote the purposes of the Society, and make recommendations to the Board of Trustees.
    7.3. A.2     Preside over Society meetings.
    7.3. A.3     Enforce all laws and regulations pertaining to the administration of the Society.
    7.3. A.4     Appoint chairs of all committees, except the Nomination and Election Committee.
    7.3. A.5     Appoint special committees as necessary to carry out the work of the Society.
    7.3. A.6     Appoint a Parliamentarian for the Society.
    7.3. A.7     Call meetings of the Executive Committee as deemed necessary.
    7.3. A.8     Obtain a blanket bond in an amount approved by the Board of Trustees covering all Society officers, employees and specific volunteers who are in charge of handling the Society's funds.
    7.3. A.9     Perform other duties as outlined in the parliamentary authority, as otherwise indicated in this document, in the Standing Rules and as requested by the Board.
7.3. B     The Vice President of Administration (1st VP) shall:
    7.3. B.1     Assist the President in carrying out the duties of that office, work under the direction of the President and oversee committee responsibilities as determined by the Standing Rules.
    7.3. B.2     Preside in the absence of or at the request of the President.
    7.3. B.3     Succeed to the office of President for the un-expired term in the event of the death, incapacity or resignation of the President.
7.3. C     The Vice President of Member Services (2nd VP), shall work under the direction of the President and oversee committee responsibilities as determined by the Standing Rules.

7.3. D     The Vice President of Development (3rd VP) shall work under the direction of the President and oversee committee responsibilities as determined by the Standing Rules.

7.3. E     The Secretary, in person or through agents designated by the Board, shall keep an accurate record of the proceedings of all meetings of the Board, the Executive Committee, and all general membership meetings; and oversee committee responsibilities as determined by the Standing Rules.

7.3. F     The Treasurer, in person or through agents designated by the Board of Trustees, shall oversee all income and expenditures of the Society; arrange for an annual audit as designated by the Board of Trustees; and oversee committee responsibilities as determined by the Standing Rules.

ARTICLE VIII BOARD OF TRUSTEES

8.1     The Board of Trustees, hereafter referred to as the Board, shall be the governing body of the Society and shall consist of the President, the Vice Presidents, the Secretary, the Treasurer, eighteen (18) Trustees elected at large, the immediate Past President of the Society. All members of the Board must remain active members of the Society in good standing and shall conform to all Board adopted policies.

    8.1. A     Qualification for Trustee: To be eligible for election, a person shall be a member in good standing who has been a member for at least one year.
    8.1. B     Members of the Board shall not campaign for any individual nominated for election of Officer or Trustee of the Society.
8.2.     Tenure of Board Membership
    8.2. A     The Officers shall be elected for a term of two years to begin with installation at the business meeting of the Annual Conference. The officers shall be elected as outlined in the Standing Rules. No President shall serve more than two consecutive terms.
    8.2. B     The elected Trustees shall serve for a term of three (3) years. One-third (1/3) shall be elected each year and terms shall begin at the close of the annual meeting at which they were elected and installed.
8.3     Meetings of the Board
    8.3. A     A special meeting of the Board, including newly installed members, shall be held following the business meeting during the Annual Conference.
    8.3. B     The Board shall hold regular meetings as determined by majority vote.
    8.3. C     The date and place of regular Board meetings shall be announced in the Ohio Genealogy News and in other communication venues.
    8.3. D     Special meetings may be called by the President, or shall be called upon the request of any five (5) Trustees with at least ten (10) days' notice to all members of the Board of Trustees, giving the purpose of the meeting in the call.
    8.3. E     A majority of the members of the Board shall constitute a quorum for transaction of business.
    8.3. F     A majority of those present and voting shall be required for all action taken unless a greater vote is required by these Bylaws.
    8.3. G     Officers and Trustees may participate in meetings of the Board through use of a conference telephone or similar communications equipment or technology, provided that all participants can hear one another. Such participation shall constitute attendance at the meeting and shall be counted toward the required quorum and in any vote.
8.4.     Duties of the Board shall be to:
    8.4. A     Determine the policies of the Society.
    8.4. B     Hold title to and manage all funds and property, both real and personal.
    8.4. C     Be responsible for the development of adequate funding to meet present and future needs of the Society.
    8.4. D     Establish and maintain a financial program designed to encourage gifts of cash and tangible assets to carry out the purposes of the Society.
    8.4. E     Maintain a complete record of all proceedings and report its actions annually to the membership including a complete financial report.
    8.4. F     Fill Board vacancies for un-expired terms by nomination and written ballot at a regular meeting.
    8.4. H     Attend scheduled Board meetings and the Annual Conference.
    8.4. I    Be responsible for compliance with all federal, state and local requirements for 501 (c) (3) organizations.
8.5     Executive Committee: The Executive Committee shall be the President, the Vice President of Administration (1st VP), the Vice President of Member Services (2nd VP), the Vice President of Development (3rd VP), the Secretary, and the Treasurer. The Library Director and the Immediate Past President may participate in Executive Committee meetings but do not have a vote.
    8.5. A     The Executive Committee shall be responsible for the administration of the affairs of the Society between meetings of the Board.
    8.5. B     All actions taken by the Executive Committee shall be submitted to the Board for approval at its next meeting.
    8.5. C     Four (4) members of the Executive Committee shall constitute a quorum.
8.6     Duties of the Trustees shall be to:
    8.6. A     Assist the officers in carrying out the purpose and activities of the Society.
    8.6. B     Represent the membership as a voting member of the Board.
    8.6. C     Serve as a liaison between the Board and its Chapters, Special Interest Groups and Affiliated Organizations.
    8.6. D     Represent the Society to other organizations and to the general public.
    8.6. E     Encourage and assist in the growth of the Society.
ARTICLE IX DISTRICTS

9.1     The Board shall divide the state into Districts. The designation of Districts shall be listed in the Standing Rules.

9.2     Each District shall have the right to organize and hold meetings as deemed necessary.

ARTICLE X COMMITTEES

10.1     Committees of the Society shall be designated in the Standing Rules.

10.2     The President shall be an ex officio member of all committees except the Nomination and Election Committee.

10.3     Additional members of all committees except the Nomination and Election Committee and the Fellows and Awards Committee shall be selected by the Board chairs.

ARTICLE XI CHAPTERS, SPECIAL INTEREST GROUPS AND AFFILIATED ORGANIZATIONS

11.1 A     Chapter shall be an organization of not less than fifteen (15) members of the Society, having Society approved Bylaws, meeting regularly, conducting programs consistent with the purposes of the Society, and having been chartered by the Society. Formation guidelines and rules are in the Standing Rules.

11.2 A     Special Interest Group (SIG) may be authorized to function independently, like a Chapter of OGS, by the Society upon Board approval of their governing documents. Formation guidelines and rules are in the Standing Rules

11.3     Existing 501(c) (3) family history groups may petition the Board to become an Affiliated Organization of the Society. Such organizations' mission and goals shall not conflict with those of the Society, its existing Chapters, Special Interest Groups, or Affiliated Organizations. Affiliation guidelines and rules are in the Standing Rules.

ARTICLE XII LEGACIES and GIFTS

12.1     The Treasurer is authorized to accept legacies and gifts made to the Society, crediting them to a special fund provided that the directions, conditions, or trusts made or imposed by the testator or donor are not found by the Board to be burdensome or incompatible with the best interests of the Society. Legacies include all bequests made by wills of decedents. Gifts include memorial gifts, gifts that designate the special fund as the recipient, and all gifts for which no designation is made by the donor.

ARTICLE XIII PARLIAMENTARY AUTHORITY

13.1     The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the proceedings of the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, the Standing Rules and any special rules the Society may adopt

13.2     The parliamentary authority of the Society shall be adopted by all associate bodies of the Society.

ARTICLE XIV AMENDMENTS

14.1     Amendments to these Bylaws may be proposed in writing by the Board, or by petition of at least twenty-five (25) members in good standing. Proposed amendments shall include the exact wording and rationale for the proposal. The proposal shall be submitted in writing to the Secretary. The proposal(s) shall be reviewed by the Board and, if approved, be placed on the next ballot.

14.2     Proposed amendments shall be voted upon by an every member ballot as provided in the Standing Rules. A two-thirds (2/3) vote of ballots received shall be required for adoption. An adopted amendment shall take effect at the close of the Annual Conference unless otherwise stipulated in the proposal.

14.3     Standing Rules are the means of further defining the detailed operation of the Society.

14.5     Notification of amendments adopted by the membership shall be published in the Ohio Genealogy News.

ARTICLE XV INDEMNIFICATION

The Society as a 501(c)(3) corporation hereby agrees to indemnify and save harmless the trustees, officers, employees, agents, and servants from any and all liabilities that said persons may incur as a result of carrying out their duties and obligations to the Society, except for willful and malicious injuries to persons or property.

ARTICLE XVI DISSOLUTION

In the event of the dissolution of this Society, all funds and tangible assets, or revenue from the sale of such assets, shall be distributed at the direction of the Board to an Ohio organization or organizations exempt under Section 501(c)(3) of the Internal Revenue Code and having similar objectives as the Society.

Amendments adopted July 1995
Amended Bylaws effective April 1996
Amended April 1997
Amended April 1999
Amended April 2002
Amended April 2003
Amended April 2008
Amended April 2012

Ohio Genealogical Society Bylaws Revised 2012