Bylaws – Jewish Genealogical Society of Palm Beach County

Jewish Genealogical Society of Palm Beach County
Bylaws

Article I – Name

The name of this Society shall be the Jewish Genealogical Society of Palm Beach County, Inc. (JGSPBCI), hereinafter referred to as “JGSPBCI”.

Article II – Non-Profit Character

The JGS shall be operated as a non-profit corporation, no part of the net earnings of which shall inure to the benefit of, or be distributable to, any director or officer of the Society or any private individual except that the JGSPBCI shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III. The JGSPBCI is organized exclusively for the charitable purpose within the meaning of section 501 (c)(3) of the Internal Revenue Code (subject to the approval of the IRS).

Article III – Objectives

To establish a scholarly organization with the goal of preserving Jewish family histories.
To assist and promote the research of Jewish family history.
To encourage interested persons to pursue and preserve genealogical data.
To provide opportunities for the sharing of Jewish genealogical information.
To elevate the status and role of Jewish genealogy in the Jewish community and in the academic community.
To publish material in the field of Jewish genealogy.
To engage in only those activities permitted by organizations exempt from Federal Income Tax as described in Section 501 (c)(3) of the Internal Revenue Code.

Article IV – Membership

Section 1:

Persons wishing to explore genealogy shall be eligible for regular membership in the JGSPBCI if they adhere to the objectives of these Bylaws and pay annual or life membership dues.

Section 2:

Dues are payable in full at the beginning of each fiscal year, September 1. Should any member fail to pay dues by November 30 of that year, the member will cease to be considered in good standing and will no longer be entitled to the benefits of membership unless exempted from payment of dues by majority vote of the Board of Directors.

Section 3:

Regular members are entitled to vote on matters concerning the JGSPBCI as prescribed in these Bylaws, participate in JGS activities, receive mailings and other information, and are eligible to receive or purchase products and services produced by the JGS for its members.

Section 4:

The commercial use of any material published by the JGSPBCI or the solicitation of any member for commercial purposes is prohibited, without the express consent of the Board of Directors. Any member who violates this prohibition shall be subject to loss of all membership privileges.

Article V – Officers and Board of Directors

Section 1:

The elected officers shall consist of the President, two (2) Vice-Presidents, Secretary, and Treasurer. In order to be eligible as a candidate for any officer position, a member shall have served as a member of the Board of Directors.

Section 2:

The Board of Directors shall consist of the elected officers, past-presidents, chairpersons of standing committees, and members-at-large as appointed by the President. All must be members in good standing and each shall be entitled to voice and vote. Anyone who accepts appointment as a member-at-large must express their willingness to provide service to the JGSPBCI as requested by the President.

Section 3:

The following standing committees shall be: Budget, Cemetery and Memorial Plaques, Email, Family History Center (FHC) and Palm Beach County (PBC) Library Liaison, Library, Mailing, Membership, Membership Records, Membership Retention/Liaison, Newsletter, Program, Publicity, Reception, Speakers Bureau, Special Interest Groups (SIGS), Sunshine, Telephone Squad and Website. Additions to or deletions from this list of standing committees may be made by majority vote of the Board of Directors.

Section 4:

Executive Committee – Having been established by the Board, the Executive Committee shall consist of the five elected officers (President, two Vice Presidents, Secretary and Treasurer) as well as the immediate past President. This committee shall focus on problem resolution, formulate methods to further the objectives of the board, and maintain an open line of communication with the board with regular progress reports. The Executive Committee will maintain minutes of all meetings and these minutes will be distributed to all board members in a timely fashion.

Section 5:

The President may, at his/her discretion, appoint a member to serve as an Ad – Hoc member of the Board of Directors for term of one (1) year in order to lend assistance for a specific task or committee. Such an Ad – Hoc board member may not serve as an officer of the Board.

Article VI – Duties of Officers

Section 1:

The President shall be the principal executive officer with the responsibility for general supervision of the affairs of the JGSPBCI. The President shall preside at all general meetings and all meetings of the Board. The President, with the approval of the Board of Directors, shall appoint committee chairpersons. A Director may be appointed to chair more than one standing committee. The President shall serve as ex-officio member of all committees except the Nominating Committee.

The President shall have authority to appoint, reappoint, or remove Board members with approval of the current Board.

If the President should become unavailable, the President shall appoint a Vice-President to assume the functions of the President during the President’s absence.

Should the President be incapacitated and unable to appoint a Vice-President, the Board of Directors shall do so at a special meeting to appoint an Acting President as soon as possible but not later than the next regularly scheduled meeting of the Board of Directors.

If the office of the President should become permanently vacant, a special meeting shall be held by the Board of Directors to appoint an Acting President as soon as possible but not later than the next regularly scheduled meeting of the Board of Directors.

Section 2:

The Vice-Presidents shall assist the President. In the temporary absence or disability of the President, the appointed Vice-President shall exercise the powers and perform the duties of the President. If neither Vice-President is available to serve, an acting President shall be appointed by majority vote of the Board of Directors. The new acting President shall serve until the vacancy can be filled in a special election to be held at the next regular general membership meeting at which such an election can be arranged.

Section 3:

The Secretary shall record minutes of regular membership and Board meetings, and have them ready for presentation at the next meeting for acceptance or correction.

The Secretary shall also issue the call three (3) weeks prior to the May meeting, which, in election years, shall include the slate of candidates for office proposed by the Nominating Committee. This shall be accomplished in time to reach the membership at least two (2) weeks prior to the May meeting.

Section 4:

The Treasurer shall be custodian of the funds of the JGSPBCI, shall deposit them in insured financial institutions or invest them pursuant to policy established by the Board of Directors, shall pay all bills, and shall be responsible for collection of dues and any debts owed to the JGSPBCI. The Treasurer shall keep all financial records in a digital accounting program, such as Quicken or any equivalent compatible bookkeeping program, as approved by the Board of Directors; such digital records shall be sent to a “cloud” based storage facility available to Board members. The President shall appoint a chairperson to head the Budget Committee. The Treasurer shall serve on the Budget Committee, which shall prepare an annual budget for submission to the Board of Directors at its March meeting. The proposed budget will be voted on at the April Board of Directors meeting.

Section 5:

In the event of the resignation or incapacity of any officer other than the President, a replacement shall be appointed by the President, with the approval of the Board of Directors, to serve until the next election.

Section 6:

Duties of Committee Chairpersons shall be defined and updated annually in a separate document called the Operations Manual, with presidential oversight.

Article VII – Duties of the Board of Directors

Section 1:

The Board of Directors shall make all decisions for the JGSPBCI in keeping with its Bylaws and not in conflict with any decisions reached by the membership at a properly called meeting of the JGSPBCI.

Section 2:

The Board of Directors shall meet monthly August through June to carry on the business of the JGSPBCI.

Section 3:

The Board of Directors shall determine the dates and nature of all meetings and events of the JGSPBCI with due consideration being given to any expressed wishes of the membership.

Section 4:

A quorum of the Board of Directors shall consist of nine (9) members, present and voting. In the absence of a quorum, the Board of Directors may propose suggestions for an ensuing meeting but no vote may be taken until a quorum is present. Should urgent action be required, the Board of Directors may be polled by mail, phone, or Internet for a decision.

Section 5:

In the event of the resignation of a member of the Board of Directors, the President, with the approval of the Board of Directors, shall fill the vacancy with a person who shall serve until the next election, after which the new President will form the new Board of Directors.

Section 6:

Each member of the Board of Directors shall make every effort to attend each scheduled and noticed monthly Board meeting. Any Board member who fails to attend three or more Board meetings in any fiscal year shall be referred to the Executive Committee for review and possible removal from the Board of Directors. Consideration shall be made for those Board members who are seasonal and non – domiciled part – time residents of Florida as well as for those Board members whose absence is attributable to medical illness or injury.

Article VIII – Election of Officers

Section 1:

At the January meeting of the general membership in an election year, the President shall appoint a Nominating Committee consisting of three members from the general membership and two from the Board of Directors, one of whom shall be the most immediate available Past-President. The first meeting of the Nominating Committee shall be within 30 days of their appointment. The members of this committee shall elect one of their numbers to serve as Chair. The JGSPBCI Secretary shall notify the membership of the name and address of the Chair in order that members may submit candidates’ names for consideration.

Section 2:

The Nominating Committee shall propose a slate of officers and shall submit the slate to the Board of Directors. The official slate will be submitted electronically by the Secretary to the general membership no later than three (3) weeks prior to the May meeting.

Section 3:

At the May meeting, the Chair of the Nominating Committee shall read the recommended slate of officers. Any member in good standing may nominate a member in good standing from the floor for any office. Prior to the election, nominees must express their willingness to serve.

Section 4:

Elections shall be held at the May general membership meeting. The term of office for all elected positions shall be two (2) years and no officer may serve more than two consecutive terms in the same elected office. However, after serving for two consecutive terms in any elected office, an officer may serve in that same position after an intervening term. Following the elections, all new officers shall be installed in their respective positions.

Article IX – Membership Meetings

Section 1:

The JGSPBCI shall hold regular monthly meetings from September through May.

Section 2:

Members shall be notified of regular scheduled meetings at least one week prior to the scheduled meeting.

Section 3:

For the transaction of any business requiring approval of the membership at large, a quorum consisting of at least fifty (50) members in good standing must be present.

Section 4:

Decisions shall be by majority vote of the members present and voting. In the event of a tie, the President shall cast the deciding vote.

Section 5:

The latest available edition of Robert’s Rules of Order shall govern all meetings of the JGSPBCI. Where the Bylaws appear to be in disagreement with the latest available edition of Robert’s Rules of Order, the Bylaws shall prevail. On issues where the Bylaws do not apply, the latest available edition of Robert’s Rules of Order shall prevail.

Article X – Fees and Dues

Section 1:

The amount of dues to be paid by each member in the subsequent year shall be established by majority vote of the Board of Directors in April of each year.

Section 2:

Other charges and fees for products and services rendered by the JGSPBCI shall be established by majority vote of the Board of Directors.

Article XI – Fiscal Year

The fiscal year of the JGSPBCI shall begin September 1 and end August 31 of each calendar year.

Article XII – Independent Audit

All financial records of the JGSPBCI, for the previous and current fiscal year, shall be made available for audit or review by any JGSPBCI member in good standing by arrangement with the Treasurer.

Article XIII – Dissolution

Upon dissolution of the JGSPBCI, the Board of Directors shall, after payment of all liabilities, dispose of all the assets of the JGSPBCI exclusively for the purpose, and in such manner, to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes, and which shall at that time qualify for exemption under Section 501 (c)(3) of the Internal Revenue Code, and which has established its tax-exempt status under that section. No asset shall be distributed to any individual including anyone who has ever been an officer of JGSPBCI.

Article XIV – Amendments and Revisions

Amendments and revisions to these Bylaws must be proposed in writing. They may be offered by any JGSPBCI member in good standing, provided they are accompanied by signatures of five other members in good standing. The Secretary shall circulate such proposals to the Board of Directors for approval. A majority vote of the entire membership of the Board is required for approval. Upon approval, the amendment(s) will be subject to ratification, at an ensuing regular membership meeting, by a majority of the membership, present and voting, and shall become effective immediately upon passage.

Note: This Amendment to Article VIII – Election of Officers was passed by the Board on January 24, 2018. A second Board discussion was presented by Mark Jacobson on February 27, 2018. This amendment as finally written was presented and passed at the general membership meeting of March 14, 2018.