ARTICLE I. NAME AND PURPOSE
Section 1. The Jewish Genealogical Society, hereinafter referred to as the Society, was organized for educational purposes as a Nonprofit Corporation under the laws of the State of California and under section 501(c) (3) of the U.S. Internal Revenue Code. The Society is also known as the Jewish Genealogical Society of Los Angeles, or the Jewish Genealogical Society, Los Angeles.
Section 2. The Society’s meetings are held in various locations around Los Angeles. The Society’s mailing address is: P. O. Box 55443, Sherman Oaks, CA 91413-0443.
Section 3. CHANGE OF ADDRESS. The county of the corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws.
Section 4. The purpose of this organization is to provide a society for persons interested in Jewish genealogy; to encourage interest in Jewish genealogy; to provide educational genealogical programs; to develop and execute genealogical projects; to serve as a service and support group for genealogical libraries and historical associations; and to provide a center for the exchange of surnames and genealogical material.
ARTICLE II. MEMBERSHIP
Section 1. Membership shall be open to all individuals and institutions who are interested in Jewish family records, family history, genealogy, or local history.
Section 2. Membership shall be classified as follows: a. Individual b. Family: two or more persons residing at the same address. c. Out of area: not a resident of Los Angeles, Orange, or Ventura counties. d. Institutional. e. Special: as approved by the Board of Directors. f. Charter members: those who paid dues before January 1, 1982.
Section 3. Family members shall receive one mailing per household. All non-institutional members shall have the right to vote.
Section 4. As part of its adoption of an annual budget, the Board of Directors shall establish dues for each class of membership for each calendar year.
Section 5. A member in good standing is one whose dues are current. For continuing members, dues are payable January lst of each year. For new members, dues are payable upon joining the Society. Any member whose dues are in arrears for three months or more shall, after due notice from the Society, be dropped from membership in the society and all rights and privileges granted shall cease. Only members in good standing may vote and hold office.
Section 6. Any member may be expelled from the Society by a two-thirds (2/3) majority vote of the Board of Directors for good cause.
ARTICLE III. BOARD OF DIRECTORS
Section 1. The Society shall be governed by a Board of Directors elected by its members in good standing.
Section 2. The Board of Directors shall consist of twelve elected members, the most recent past president who agrees to serve, and up to three additional members appointed by the President with the approval of the Board.
Section 3. From time to time, the Board may adjust the number of elected Directors, but in no case may there be less than six or more than fifteen elected Directors. The term of office of elected Directors shall be three years. One-third (1/3) of the Directors shall be elected each year.
Section 4. The President shall, by appointment, and with the approval of the Board of Directors fill a vacancy on the Board of Directors. The term of all appointed Board of Directors shall end on December 31st of the year appointed.
Section 5. The President shall call a monthly meeting of the Board of Directors, if practical. At least seven days notice shall be given to each Board member of the time, place and purpose of each board meeting. If a board meeting is to be canceled, or the date changed the President or his/her designee(s) must make a reasonable effort to notify every board member. Special meetings may be called by the President or on the written request of three members of the board.
Section 6. The Board of Directors may declare any elective or appointive office vacant for good cause as determined by a two-thirds (2/3) vote of board members attending any regular board meeting or any special board meeting where this issue is on the announced agenda. The officer shall be given a reasonable opportunity to show cause why such action should not be taken.
Section 7. Board members are required to attend at least half of the board’s meetings each year. Directors unable to attend should notify the President whenever possible far enough in advance so that the meeting may be canceled if a quorum will not be present.
Section 8. A quorum shall be a simple majority of the board’s members.
Section 9. During their term of office, each officer or director shall promptly send or give a copy of any correspondence initiated by him or her concerning the Society to the President. Directors shall turn over all properties, materials, records and correspondence pertaining to their respective offices to their successors within fifteen days after their terms of office expire or at the January board meeting.
Section 10. The Board of Directors shall cause audits to be made of the receipts, disbursements, assets, and liabilities of the Society annually, or at more frequent intervals if deemed necessary.
Section 11. The Board of Directors shall arrange for an annual inventory to be made of all personal property of the Society, assigning valuations based on standard methods of depreciation. Adequate liability insurance shall be carried.
ARTICLE IV. OFFICERS
Section 1. The elected officers of the Society shall be a President, First Vice President-Program, Second Vice President-Membership, Recording Secretary, Corresponding Secretary and Chief Financial Officer. Officers shall be elected for one year terms. His/her term as an officer shall continue until he or she resigns, or is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected, whichever occurs first.
Section 2. Only elected or appointed members of the Board of Directors shall serve as officers of the Society.
Section 3. The candidate for President shall have served a prior term as a member of the Board of Directors before being installed as President.
Section 4. The President, shall, by appointment, and with the approval of the Board of Directors, fill a vacancy in any office. Such appointed officer shall continue in office until December 31st of the year appointed.
Section 5. The Board of Directors shall have the power to adjust the number of established elected officer positions from time to time.
Section 6. The President may appoint an Editor of the Society’s publications, a Parliamentarian, a Special Events chair, an Archivist, a Publicity Chair, a Mailings Chair, a Hospitality Chair, and any other committee chairpersons as may be necessary. Except for the Parliamentarian, these appointees need not be board members.
Section 7. Any officer may resign at any time by giving written notice to the Board of Directors or to the President of the Society. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 8. (a) The President shall be the chief administrative officer of the Society and shall be responsible for the execution of the Society’s policies and programs and the efficient functioning of the Society, under the general direction of the Board of Directors, the Articles of Incorporation, the Bylaws, and any applicable State Laws and Federal Regulations. (b) The President may appoint from time to time such committee chairs as the work of the society may require with the approval of the Board of Directors. (c) The President shall have the authority to make assignments and reassignments of such duties and functions of the elected and appointed officers as are not set out in the Bylaws. (d) The President shall preside at all meetings of the Board of Directors and the general membership. (e) The President is an ex-officio member of all committees, except the Nominating Committee.
Section 9. The Vice President – Program shall organize and arrange programs for the general membership meetings of the Society. He/she shall coordinate notices to the general membership of upcoming meetings and events and be in charge of external publicity for the Society. In conjunction with the Vice President – Membership, he/she shall perform such other duties as are assigned by the President. In the absence of the President, or in case of disability of the President, as determined by the Board of Directors, the Vice President-Program shall perform the duties of the President.
Section 10. The Vice President-Membership shall be the overall Membership Officer for the Society. He/she shall conduct a membership recruitment program. In coordination with the Chief Financial Officer, he/she shall maintain an up-to-date listing of the membership. He/she shall arrange for periodic publication of membership lists. He/she shall perform such other duties as are assigned by the President.
Section 11. The Recording Secretary shall have charge of all of the records, books, seals, papers and corporate records of the Society. He/she shall keep current, true and correct records and tapes of all of the proceedings of the Board of Directors, and the general membership meetings. Quarterly, the recording Secretary shall prepare a list of significant motions passed by the Board of Directors. This list shall be made available to the general membership.
Section 12. The Corresponding Secretary shall conduct the general correspondence of the Society in consonance with the President and members of the Board of Directors, keeping the master file of correspondence as appropriate.
Section 13. The Chief Financial Officer shall receive all moneys of the Society, deposit the same in the name of the Society in such bank or banks that are federally insured financial institutions, as shall be designated by the Board. He/she shall pay by check all bills approved by budget or by an action of the Board. Checks shall be signed by the Chief Financial Officer and the President or any other officer designated by the President. He/she shall consolidate financial and budget data for use in managing the affairs of the Society.
ARTICLE V. NOMINATIONS AND ELECTIONS
Section 1. The Nominating Committee shall have a chairperson and four members. By September of each year, the President shall appoint as chairperson the most recent available past President of the Society. The President shall also appoint one board member and one person from the general membership to the Nominating Committee. The Board of Directors shall appoint one board member and one person from the general membership to the Nominating committee.
Section 2. The Nominating Committee shall hold one or more meetings and report to the Board of Directors recommending a slate of proposed Board of Directors, identifying the offices in which they have agreed to serve if elected. The Nominating Committee’s report shall be presented at the October board meeting. The committee’s report shall be published in the announcement for the November general meeting.
Section 3. Additional nominations to the Board of Directors may be made at the November general meeting. Any person nominated from the floor must either be present and orally agree to serve or have signed a written acceptance that is available for inspection at this meeting.
Section 4. The election of the Board of Directors shall be held at the December general meeting. The board members elected shall take office on January lst of the following year.
Section 5. Only members in good standing as of October 1st, shall participate in nominations and election of the Board of Directors.
Section 6. A person being nominated to the Board of Directors shall be a member in good standing of the Society for at least one year prior to his/her nomination.
Section 7. No proxies shall be allowed for voting at any election.
Section 8. The officers of the Society shall be elected at the first meeting of the new Board of Directors.
ARTICLE VI. OPERATIONS AND BUDGET
Section 1. The Board of Directors shall be responsible for the control and management of the affairs and funds of the society. The Board shall cause audits to be made of the Society’s receipts, disbursements, assets and liabilities annually and at more frequent intervals if deemed necessary. The Chief Financial Officer, in conjunction with the auditor shall prepare a financial report for each fiscal year, including an income statement and a balance sheet with a list of investments. This report shall be distributed to all board members and shall be made available to non-institutional members upon request.
Section 2. The President shall select a Budget Committee, including the Chief Financial Officer, which shall prepare a proposed budget for the next fiscal year. The fiscal year shall be the calendar year. The Board of Directors shall approve an annual budget. All expenditures except those specifically mentioned in the approved budget must have the approval of the Board of Directors before being incurred.
Section 3. The Board of Directors is authorized to purchase insurance on the Society’s personal property and any liability insurance that it deems necessary or convenient. The Archivist shall conduct an annual inventory of the Society’s library and archives.
Section 4. A summary of significant Board actions shall be published regularly in the Society’s official publication.
Section 5. The Society shall hold about ten general meetings a year.
Section 6. The rules contained in Robert’s Rules of Order Revised (latest available edition) shall govern the Society whenever they are applicable and not in conflict with these Bylaws or any special rule adopted by the Society.
ARTICLE VII. DISSOLUTION
Section 1. In the event of the dissolution of the Society, the provisions of its Articles of Incorporation (as last formally amended and filed with the California Secretary of State) concerning dissolution shall be followed.
ARTICLE VIII. AMENDMENT
Section 1. These Bylaws may be amended by a two-thirds (2/3) majority vote of the members in good standing present and voting at any general meeting, provided that notice of the proposed amendments shall have been included in a written notice of the meeting.
Section 2. The Board of Directors shall consider each proposed amendment before its presentation to the general membership. If the Board disapproves a proposed amendment, it shall nevertheless promptly present it to the general membership for a vote if any Board proponent wants it presented for a vote.
Section 3. The Parliamentarian shall provide a copy of these Bylaws, as last amended, to each member of the Board of Directors upon taking office. A copy shall be available, if possible, at each general meeting.
ARTICLE IX. EFFECTIVE DATE OF BYLAWS
Section 1. Approval of these Bylaws shall take effect immediately upon their approval as provided under Article VII, Section 1 of the previous Bylaws dated June 24, 1986.
ARTICLE X. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 1. No member, Director, officer, employee, or other person connected with this Society, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Society, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the Society in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Society’s assets on dissolution of the Society. All members, if any, of the Society shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Society, whether voluntarily or involuntarily, the assets of the Society, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of this Society and not otherwise.
I hereby certify that I am the duly elected and acting Secretary of said Society and that the foregoing Bylaws, comprising eight pages, constitutes the amended Bylaws of said Society as duly adopted at the meeting of the general membership held on August 10 , 1987.
Signed by Herb Mautner, President, JGSLA