By-Laws

BY- LAWS of the JEWISH GENEALOGICAL SOCIETY OF GREATER MIAMI, INC.

ARTICLE I: NAME

The name of this Society shall be Jewish Genealogical Society of Greater Miami, Inc.

ARTICLE II: NON-PROFIT CHARACTER

The Society shall be operated as a non-profit corporation no part of the net earnings of which shall inure to the benefit of any private individual, except those who may at some future date be employed to serve the Society.

ARTICLE III: OBJECTIVES

The objectives of the Society shall be:

1) To collect, preserve, and disseminate knowledge and information with reference to Jewish genealogy.
2) To encourage interested persons to pursue and preserve genealogical data.
3) To provide opportunities for the sharing of Jewish genealogical information.
4) To aim toward the publication of worthy material in the field of Jewish genealogy.

ARTICLE IV: MEMBERSHIP

Section 1. Membership shall be considered to extend from January 1-December 31.

Section 2. Any institution willing to promote the objectives of the Society, upon written application and payment of prescribed dues, may be deemed eligible for a non-voting membership. Any individual or family willing to promote the objectives of the Society, upon written application and payment of prescribed dues, may be deemed eligible for a voting membership.

Section 3. Should any member fail to pay dues by January 31, that member shall not be considered as a member in good standing. To be reinstated, a new application accompanied by required dues shall be submitted.

ARTICLE V: OFFICERS AND BOARD OF DIRECTORS

Section 1. The elected officers shall consist of the President, the 1st Vice-President, the 2nd Vice President, the Secretary, and the Treasurer. These elected officers shall constitute the Executive Committee. The 1st Vice President shall be Program Chairman and the 2nd Vice President shall be Membership Chairman.

Section 2. The Board of Directors shall consist of eleven (11) persons composed of the five (5) elected officers and five (5)members at large. In addition, the immediate Past-President of the Society shall be, ex officio, a voting member of the Board of Directors.

Section 3. The Board of Directors shall make all decisions for the Society in keeping with its By-laws The Executive Committee shall be authorized to act on behalf of the board, as the need arises, between regular Board meetings. Its actions shall be consistent with the established policies of the Board.

Section 4. The Board of Directors shall meet a minimum of four (4) times per year to carry on the business of the Society. A meeting of the Board of Directors may be requested by any two members of the Board of Directors. The Secretary shall notify all members of the Board of Directors by email or regular mail, including ex-officio, of the time and place of each meeting at least two weeks in advance.

Section 5. The Executive Committee may conduct business in person, by telephone conference, or on-line conference.

Section 6. Any member of the Board of Directors who resigns, or who is absent from three consecutive meetings of the Board of Directors without indicating valid cause, shall be dropped from the Board of Directors and the unexpired term shall be filled by the selection of the Board of Directors from among the roster of members.

Section 7. The Board of Directors shall determine the dates and nature of all meetings and events of the Society with due consideration being given to any expressed wishes of the membership.

Section 8. A quorum of the Board of Directors shall consist of one more than half the number of Board members. In the absence of a quorum, the Board of Directors may propose suggestions for an ensuing meeting, but no actions may be taken until a quorum is present. In the event of need for urgent action, the Board of Directors may circulate proposals by email for a decision, in which case one more than half the number of Board members’ email approvals shall be necessary to approve action.

Section 9. The latest available edition of Roberts Rules of Order shall govern all meetings of the Board of Directors.

ARTICLE VI: ELECTIONS

Section 1. No later than September 30th of each year, the Board of Directors shall appoint a Nominating Committee, consisting of a Chairman, selected from the Board of Directors membership, two members of the Board of Directors and one (1) member at large.

Section 2. The Nominating Committee shall propose a slate of five (5) officers plus five (5) members for the Board of Directors, and shall furnish their results to the Secretary no later than October 31.

Section 3. No later than November 15, the Secretary shall issue the call for the Annual Meeting enclosing the slate proposed by the nominating Committee. This shall be circulated in time to reach the membership by regular mail or e-mail in advance of the Annual Meeting in December.

Section 4. Any member in good standing shall have the right to propose alternative candidates for office or for the Board of Directors provided that such nominations, are submitted by e-mail to the Chairperson of the Nominating Committee at least two (2) weeks prior to the Annual Meeting. In the event of such nominations, it shall be the responsibility of the Secretary to prepare ballots indicating the amended slate with the alternative names which will be circulated at the Annual Meeting prior to a closed election.

Section 5. The elections shall be held at the Annual Meeting in December each two years. Terms of both officers and members of the Board of Directors shall be for two years subject to re-election. No individual shall serve as president for more than three terms consecutively.

Section 6. At the conclusion of the Annual Meeting, any new officers and Board of Directors shall be considered in office.

ARTICLE VII: DUTIES OF OFFICERS

Section 1. The President shall be the principal executive officer with the responsibility for general supervision of the affairs of the Society. The President shall preside at all meetings of the Society and of the Board of Directors, but may designate the 1st Vice-President, or in case of absence, the 2nd Vice-President, to function when the President is unavailable. With the approval of the Board of Directors, the President shall appoint all committees and shall serve ex-officio except on the Nominating Committee.

Section 2. The 1st Vice President shall be Program Chairman and the 2nd Vice President shall be Membership Chairman.

Section 3. The Vice-Presidents in order shall substitute in the absence of the President and shall carry out whatever responsibilities may be assigned to them by the President or Board of Directors.

Section 4. The Secretary shall keep a record of the proceedings of the Society and of the Board of Directors and carry out any necessary correspondence on behalf of the Society.

Section 5. The Treasurer shall have custody of the funds of the Society; 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 receive monies collected for dues by the Membership Chairperson, any monies given to the Society as donations or as fees and any debts owed to the Society.

ARTICLE VIII: MEMBERSHIP MEETINGS

Section 1. The Society shall hold 10 monthly meetings September to June. The Society shall also hold an Annual Meeting in December at a time and place selected by the Board of Directors. Due notice of the meetings and the meeting agenda shall be circulated to the membership at least two weeks in advance of the meeting.

Section 2. For the transaction of any business requiring the approval of the membership at large a quorum shall consist of twenty percent (20%) of the voting membership in good standing.

Section 3. Decisions shall be made by one more than half of the number of members in good standing present or represented by proxy voting at the meeting. In the event of a tie, the President shall cast the deciding vote.

Section 4. The latest available edition of Roberts Rules of Order shall govern all meetings of the Society.

ARTICLE IX: FEES AND DUES

Section 1. Charges, fees, and dues shall be established by vote of the Board of Directors which shall have the right to establish classes of membership.

Section 2. Dues are payable in advance and become due by January 1st each year. It shall be the responsibility of the Membership Chairperson to send a dues reminder to members by October 31.

Section 3. Any person joining the Society in October, November, or December of the year shall not be required to pay dues again until January 1st after the following December. Any person joining the Society at any other time of the year shall be required to pay the full dues.

ARTICLE X: FISCAL YEAR

Except for the payment of dues, the fiscal year of the Society shall begin January 1st and end December 31st.

ARTICLE XI: DISSOLUTION

Upon the dissolution of the Society, the Board of Directors shall, after payment of all liabilities, dispose of all the assets of the corporation exclusively for the purposes and in such manner or to such an organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at that time qualify for exemption under Section 501 (c)(3) of the Internal Revenue Code of 1954.

ARTICLE XII: AMENDMENTS TO BY-LAWS

Section 1. Amendments to these By-laws may be proposed by the Board of Directors and approved for distribution to the membership by a vote of one more than half of the Board of Directors voting at a duly called Board meeting, either by email or written proxy.

Section 2. Amendments to these By-laws may be proposed in writing by any member in good standing, provided they are accompanied by the signatures of at least 3 other members in good standing of the Society. The Secretary will circulate such proposals to the Board of Directors, which must approve any amendments by one more than half of its membership voting in person, by email or by proxy. Upon approval by the Board of Directors, the amendment will be subject to ratification by one more than half of the membership voting at the ensuing Annual Meeting or at any meeting of the Society provided the amendment shall have been circulated in the call of the meeting.