Delaware Genealogical Society Bylaws
The Delaware Genealogical Society is a 501(c)3 charitable educational organization led by member-elected Governors and Officers. The Board appoints committee chairs to manage a wide variety of society activities and projects, which are staffed by volunteers. The bylaws were last revised October 16, 2012. Download a copy of the Bylaws in PDF format by clicking here.
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 operating under the laws and regulations of The State of Delaware. The Society is formed 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 - Membership is open to all who are interested in genealogy and the Society's objectives. The Society shall have two classes of membership: regular and honorary. Regular membership shall be comprised of active, institutional, family, and contributing members. Members of all classes, except institutional and honorary members, shall have one vote.
Section 3.2 - Institutional memberships shall be open to genealogical societies, historical societies and other organizations whose purpose is related to the purposes of the Delaware Genealogical Society.
Section 3.3 - Annual dues become payable by each regular, family, contributing and institutional member on July 1 of each year.
Section 3.4 - The Board of Governors, meeting no later than April/May, may change the dues schedule for all members for the next fiscal year beginning on July first.
Section 3.5 - A member may make a written request to the Secretary to terminate membership. Non-payment of dues by July 31 shall cause a suspension of active membership. Reinstatement of this suspended membership shall be automatic upon payment of dues. The member will be contacted by mail to offer continuation of membership. The Board will consider a non-response and continued non-payment of dues to be a resignation by the member.
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 four members elected in each of the alternate years. These eight governors can be assigned to specific duties by the full board or the President. A presence of seven members of the Board shall constitute a quorum and a legal meeting. Meetings may be called by the President or by concurring request of three members of the Board of Governors.
Section 4.2 - At each annual meeting in May, the Nominating Committee shall present the slate of candidates to fill the elective offices of President, Vice-President, Secretary, Treasurer and those elected members of the Board whose terms expire on the following June 30. With the consent of the nominee, a nomination may be brought from the membership to the Chairman of the Nominating Committee. This nomination must be presented ten days in advance to the Chairman of the Committee, so that it can be presented with the slate of candidates to the membership. The nominee receiving the highest number of votes of the regular members present, shall be elected to such office.
Section 4.3 - Terms of the 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:
Two-year term - President, Vice President, Secretary, Treasurer
Two-year term - elected members of the Board of Governors
- No one shall hold the position of officer for more than two consecutive terms. A board member shall not serve more than two terms (four consecutive years) as a member of the Board. A Board member who has served two-thirds or more of a term shall be considered to have served a full term of office.
- 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 an ex-officio member of the Board of Governors, thereby creating a vacancy in that office, that will require an election at the meeting to fill the unexpired term of that position, commencing July 1
- Any vacancy in an elective office occurring after the annual meeting may be filled by direct appointment by the President, with consent of the Board. The President may fill the position(s) by drawing on the current Board and/or general membership.
Section 4.4 - The President shall be the principal executive officer of the Genealogical Society and shall be an ex-officio member of all committees. The President shall preside at all meetings of the Society and the Board of Governors, exercising the usual functions of the office. The President shall appoint two auditors (not more than one may be a member of the Board) who shall assist the Treasurer in preparing the annual fiscal report for submission to the Board and the membership of The Genealogical Society.
Section 4.5 - The President shall appoint such committees and chairman of said committees, as shall be specified by the Board of Governors.
Section 4.6 - The Vice President shall assume the duties and exercise the authority of the President in the absence or disability of the President. The President may assign special tasks or responsibilities to the Vice President.
Section 4.7 - The Secretary shall act as clerk at meetings of the Society and the Board of Governors to record and maintain the minutes. 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 4.8 - The Treasurer shall administer and establish accounts in the name of the Society for the purpose of managing the income and disbursements required by Society business. The Treasurer shall prepare and submit monthly reports that outline account balances, receipts, and disbursements. These monthly reports will be presented to the President and the Board at the monthly meeting.
Section 4.9 - The Society's fiscal year shall begin July 1 and end June 30. No later than one month after the end of the fiscal year, the Treasurer and two auditors shall prepare the annual fiscal report for presentation to the President. After review by the President and the Board, the Treasurer shall present the report to the Membership at the September meeting. Additionally the Treasurer, with the President, will prepare and present a proposed budget for the coming fiscal year, which shall include any proposed projects and cost projections.
Section 4.10 - Resignation from the Board must be in writing and delivered to the Secretary. Since there are few scheduled Board meetings, member absences from meetings present a critical deficit. Two consecutive absences will necessitate a discussion with the member. It may be found to be in the best interests of the Society at that time to request the resignation of the Board member and direct the President to fill the position. If the vacated position is that of an officer, the President will appoint a replacement from the Board of Governors and appoint a replacement for the Board from the membership.
Article V: Committees
Section 5.1 - There shall be an Executive Committee that consists of the President, Vice President, Secretary, and the Treasurer with the power and responsibility to act in all matters between Board meetings.
Section 5.2 - There shall be an Editorial Committee that shall have supervision over the format and content of all publications of the Society. This Committee shall consist of the President, Vice President, Secretary, Treasurer, and the Editors for each publication and such other members as the Board may designate. The President of the Society shall designate the Chairman/Editor for each project. This individual will be responsible for developing the publication as the Society Board considers appropriate. The President of the Society or designee shall require regular written and electronic copies of all work in progress. The President, with consent of the Board, may appoint a new Chairman to assure completion of the Board's planned publication. All work products are the intellectual property of the Society and shall be remanded to the President upon request.
Section 5.3 - The President shall designate other committees as required. The President shall designate the Chairman and members for the committee as may be recommended by the Chairman.
Section 5.4 - The President shall appoint a Nominating Committee, consisting of three members and designate the Chairman. No more than two members of the committee may be on the Board of the Society. 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 Delaware Genealogical Society for the election of officers and governors shall be held in May at a time and place designated by the Executive Committee. A report of the activities of the Society will be presented to the membership. The presence of twenty members shall constitute a quorum for the transaction of business.
Section 6.2 - Unless specifically varied by the Board, regular meetings of the Society will be held on the third Tuesday each month from September through May. No meetings will be held June, July, August, and December. 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, any special meeting of the membership called by the Board, any meeting of the Society to amend these by-laws, or any other meeting for the transaction of business that requires a vote of the membership, shall be published not less than ten nor more than sixty days prior to the meeting. Notice may be published in the Society newsletter or by other written or electronic communication. Notice mailed to a member shall be deemed given upon depositing it in the United States mail for delivery to the member's address as shown on the Society's records or by electronic mail to the member's provided electronic address.
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 by-laws or any special rules of order now or later adopted.
Article VII: Amendment of By-laws
Section 7.1 - A proposal to amend the by-laws may be initiated by either of the following methods:
- The Board of Governors may present a proposal to amend.
- A petition to amend, requested by 5% of the membership, can be submitted to the Board of Governors for consideration. The Board must report the proposed amendment for consideration to the membership not later than the second regular meeting after Board approval of an amendment proposal or receipt of a petition. 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. The amendment shall be passed if it receives and affirmative vote by two-thirds of the membership attending this business meeting.
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.
Article IX: Dissolution
Section 9.1 - Should the Board decide to dissolve the Society; procedures for dissolution will be followed as outlined by the laws and regulations of The State of Delaware for non-profit organizations. After all bills are paid and the requisite waiting period has passed, remaining assets will be distributed to another such non-profit or tax exempt organization selected by the Board.