as amended May 11,1998

Delaware Genealogical Society

BY-LAWS

TABLE OF CONTENTS

ARTICLE I NAME

ARTICLE II PURPOSE

ARTICLE III MEMBERSHIP

Section 3.1 Class Defined

Section 3.2 Regular

Section 3.3 Institutional

Section 3.4 Honorary

Section 3.5 Dues

Section 3.6 Termination / Reinstatement

Section 3.7 Dues Change

ARTICLE IV GOVERNORS and OFFICERS

Section 4.1 Governors Defined

Section 4.2 Nomination and Election

Section 4.3 President

Section 4.4 Vice President

Section 4.5 Secretary

Section 4.6 Treasurer

Section 4.7 Editor(s) - Newsletter

Section 4.8 Editor(s) - Journal

ARTICLE V COMMITTEES

Section 5.1 Executive Committee

Section 5.2 Editorial Committee

Section 5.3 Appointment

Section 5.4 Nominating Committee

ARTICLE VI MEETINGS

Section 6.1 Annual

Section 6.2 Regular/Special

Section 6.3 Notice of Meetings

Section 6.4 Roberts' Rules of Order

ARTICLE VII AMENDMENT PROCEDURE

ARTICLE VIII CHAPTER FORMATION

ARTICLE I - NAME

SECTION 1.1 - The name of this organization will be the Delaware Genealogical Society.

ARTICLE II - PURPOSE

SECTION 2.1 - The Delaware Genealogical Society shall be a non-profit organization for the purpose of promoting knowledge of genealogical research; locating, preserving, and indexing public and private genealogical records and making such records available to the general public; obtaining free access to vital records in the State of Delaware; and maintaining and elevating genealogical standards.

ARTICLE III - MEMBERSHIP

SECTION 3.1 - The Society shall have two classes of membership - Regular and Honorary. Regular membership shall be comprised of Active, Institutional, Family (two relations at the same address), and Contributing Members. All members of all classes, except Institutional and Honorary members, shall have one vote each. Each member also receives the DGS Journal and the DGS Newsletter.

SECTION 3.2 - Regular membership in the Society shall be open to all who are interested in genealogy and the Society's objectives.

SECTION 3.3 - Institutional membership in the Society shall be open to genealogical societies, historical societies, and other organizations whose purpose is related to that of the Genealogical Society.

SECTION 3.4 - Honorary life membership may be awarded by the Board of Governors in recognition of notable records donations or of other substantial contributions advancing the art and practice of genealogy. Honorary members shall be granted all rights and privileges of membership except the right to vote, to hold office, and to fill committee chairmanships. Honorary members shall not pay dues.

SECTION 3.5 - Annual dues become payable by each Regular member on January first of each year:

Active members

Institutional members

Family members

Contributing members

SECTION 3.6 - A membership will become terminated upon written request of the member, or by non-payment of annual dues by January thirty-first. Reinstatement of such terminated membership shall be automatic upon payment of dues.

SECTION 3.7 - The Board of Governors, meeting no later than November, may change the dues schedule for al1 members for the next calendar year beginning January first.

ARTICLE IV - GOVERNORS AND OFFICERS

SECTION 4.1 - The Society shall be governed by a Board of Governors consisting of the President, the Vice President, the Secretary, the Treasurer, the immediate past president, and eight additional elected members. Four of the eight additional elected members will be elected in one year and in each alternate year thereafter; four wil1 be elected in each of the intervening years. These eight governors can be assigned to specific duties by the full board. A quorum of seven shall constitute a legal meeting. Meetings may be called by the President or any other three Board members.

SECTION 4.2 - At each annual meeting in May, the Nominating Committee shall nominate members as candidates to fill the elective offices of President, Vice President, Secretary, and Treasurer, and those elected members of the Board whose terms end on the following June 30.

If at an annual meeting an elected Board member whose term expires later than the following June 30 is elected President, Vice President, Secretary, or Treasurer and will be ex-officio a member of the Board of Governors, thereby creating a vacancy in the office that person holds as an elected Board member, there shall also be an election at the meeting to fill the unexpired part of that elected Board member's term commencing July 1.

If the Nominating Committee nominates for President, Vice President, Secretary, or Treasurer an elected Board member whose term expires later than the following June 30, the Committee shall also nominate a society member or members to fill the unexpired part of that Board member's term commencing July 1 conditional on election at the annual meeting of that Board member to the office for which he or she is nominated.

Nominations from the floor may also be made in any election under this section at the annual meeting. The nominee for each office receiving the highest number of votes of the Regular members present at the meeting shall be elected to such office.

Officers and members of the Board of Governors elected at the annual meeting in May shall hold office for the following terms commencing on July 1 following the annual meeting, or until their successors are elected and qualified:

One year term - President, Vice President, Secretary, Treasurer

Two year term - Elected members of the Board of Governors (except as provided in this section)

No one shall hold the office of President or Vice President for more than three consecutive terms. Any vacancy in an elective office may be filled by the appointment of a Regular member by the remaining governors.

SECTION 4.3 - The President shall be the principal executive officer of the Genealogical Society and shall be an ex-officio member of all committees. He or she shall preside at all meetings of the Society and of the Board of Governors and exercise the usual functions of the office. The President shall appoint two auditors (not more than one of whom may be a member of the Board) who shall assist the Treasurer in preparing the fnancial report which is to be submitted pursuant to Section 4.6 at the September meeting of the Genealogical Society. The President shall appoint such committees as shall be specified by the Board of Governors. The retiring President shall automatically become a member of the Board of Governors until replacement by a future retiring President.

SECTION 4.4 - The Vice President shall assume the duties and exercise the authority of the President in the absence or disability of the President. He or she may be assigned special tasks or responsibilities by the President.

SECTION 4.5 - The Secretary shall act as clerk at meetings of the Society and of the Board of Governors and shall record and maintain the minutes of such meetings. The Secretary shall be responsible for handling such correspondence of the Society as may be delegated by the Board of Governors or the President.

SECTION 4.6 - The Treasurer shall have custody of and account for the funds of the Society in a bank in the name of the Society; may deposit the funds of the Society; and may issue checks against or withdrawals against such accounts in payment of bills of the Society. The Society's fiscal year shall begin July 1 and end June 30. Not later than one month after the end of the fiscal year the person who held the office of Treasurer as of the end of the fiscal year shall prepare and submit to the President a report showing receipts and disbursements for that fiscal year. The Treasurer shall present financial reports showing receipts and disbursements:

a) at the annual meeting in May, for the first ten months of the current fiscal year and an estimate of receipts and expenditures for the remaining two months, and

b) at the September meeting, for the preceding fiscal year which ended June 30.

SECTION 4.7 - The Board of Governors shall appoint an Editor or Co-Editors of its Newsletter, who will then become a member or members of the Board of Governors.

SECTION 4.8 - The Board of Governors shall appoint an Editor or Co-Editors of the Journal, who will then become a member or members of the Board of Governors.

ARTICLE V - COMMITTEES

SECTION 5.1 - There shall be an Executive Committee consisting of the President, the Vice President, the Secretary, and the Treasurer with the power to act in all matters between Board meetings.

SECTION 5.2 - There shall be an Editorial Board consisting of the President, Secretary, and the editors of each publication, and such other members as the Board may designate. The Editorial Board shall have supervision over the format and contents of all publications of the Society.

SECTION 5.3 - The Board shall appoint Regular members to such committees as it shall deem necessary. Unless otherwise specified the first member designated shall be Chairperson of the committee. The existence of all committees shall cease on June 30 following election of officers at the annual meeting unless specifically continued by action of the Board of Governors.

SECTION 5.4 - The Board shall appoint a Nominating Committee consisting of five Regular members, not more than two of whom may be on the Board of the Society, and shall designate one of such Committee to serve as Chairperson. The duties of the Nominating Committee are set forth in Article IV, Section 4.2 of these by-laws.

ARTICLE VI - MEETINGS

SECTION 6.1 - The Annual Meeting of the members of the Delaware Genealogical Society, for the election of officers and governors as required in Article IV, shall be held in May at a time and place designated by the Executive Committee. General reports of the activities of the Society shall be presented by the officers. The presence of twenty members shall constitute a quorum for the transaction of business.

SECTION 6.2 - Unless specifically varied by the Board:

(a) regular meetings of the Society will be held on the third Tuesday of each month from September through May;

(b) no meetings will be held from June through August.

The Board may, at its discretion, call a special meeting at any time, provided notice of the meeting and agenda are given to the membership as provided in Section 6.3.

SECTION 6.3 - Notice of the annual meeting for the election of officers pursuant to Section 6.1, of any special meeting called by the Board pursuant to Section 6.2, of any meeting of the society to amend these by-laws, or of any other meeting for the transaction of business which under these bylaws requires a vote of the members, shall be given to the members not less than ten nor more than sixty days prior to the meeting. Notice may be given in the society newsletter or by other written communication to the society's members. Notice mailed to a member shall be deemed given upon depositing it in the United States mail postage prepaid for delivery to the member's address as shown on the society's records.

SECTION 6.4 - Roberts' Rules of Order--Newly Revised shall govern the Delaware Genealogical Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order now or later adopted.

ARTICLE VII - AMENDMENT OF BY-LAWS

SECTION 7.1 - A proposal to amend these by-laws may be initiated either by majority vote of the Board of Governors, or by the submission to the Board of Governors of a petition for amendment signed by five percent of the Regular members of the Society. The Board must report the proposed amendment for consideration not later than the second regular meeting after Board approval of an amendment proposal or receipt of a petition for amendment signed by five percent of the Regular members of the Society. This report may also contain supplemental information and a recommendation by the Board. At the designated meeting, a discussion of the proposed amendment will be conducted according to the usual rules of parliamentary procedure, permitting each member to speak. A vote will be taken on the proposed amendment and it shall be adopted if it receives the affirmative vote of at least two-thirds of the Regular members present and voting in person or by proxy.

ARTICLE VIII - CHAPTERS

SECTION 8.1 - The Board of Governors shall be authorized to designate Chapters of the Society. Any such Chapter shall conduct its own meetings at places and dates of its own choosing. Members of such chapters shall pay the regular dues of the Society and shall have all privileges as well as being subject to all the rules of membership, except where specifically designated by the Board of Governors.