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Adopted by Board of Trustees October 1, 1998
ARTICLE I - MEMBERSHIP
Section 1. The Gindlesperger Family History Association, Inc., (hereinafter referred to as the GFHA) shall be a membership corporation. Membership in the Gindlesperger Family History Association, Inc., shall be open to all individual persons, family units, and organizations subscribing to its purposes and paying the annual dues. Membership is each category shall confer one vote per membership at the Annual Meeting and Special Meetings of the Members.
Section 2. Any member may withdraw from membership by filing a resignation with the Corresponding Secretary of GFHA.
Section 3. Any member may be removed, with or without cause, at any duly constituted Annual Meeting or Special Meeting of the Members by a two-thirds vote of the membership in attendance. Non-payment of dues for more than two (2) consecutive years shall be grounds for inactive (non-voting) status.
ARTICLE II - DUES AND CONTRIBUTIONS
Section 1. Annual dues shall be set by the Board of Trustees and shall be payable on July 1. Dues for any new members shall be for the balance of the year without proration.
Section 2. Contributions other than dues shall be acceptable at any time.
Section 3. The Board of Trustees may organize and carry out special fund raising appeals as and when the need arises.
ARTICLE III - MEETINGS
Section 1. An Annual Meeting shall be held once a year at the call of the Board of Trustees at a time and place of its choosing.
Section 2. Special Meetings of the Members shall be called by the Corresponding Secretary on written request by ten (10) members in good standing or may be called by the Board of Trustees at any time.
Section 3. The Annual and Special Meetings of the Members shall be duly constituted when the following quorum criteria are met:
a. At least ten (10) members shall be present, five of whom shall be Gindlespergers by birth and at least two of whom shall be members of the
Board of Trustees;
b. At least fifty percent (50%) of those present shall bear a relation to another member in attendance that is no closer than second cousin
relationship; and
c. At least two (2) states of the U. S. A. shall be represented.
Section 4. Within each one year period there shall be an Annual Meeting which shall include the President's annual report, approval of the annual fiscal report, including adoption of a proposed budget, the election of officers when necessary, and such other business as may properly come before the Annual Meeting.
Section 5. Notice of the Annual Meeting and all Special Meetings of the Members shall be postmarked to all members at least four (4) weeks before the scheduled date of the meeting, Notices shall specify the business to be transacted. Special Meetings of the Members shall transact no other business than that specified in the notice. Notice of By-Law amendments shall be in accordance with ARTICLE VII.
Section 6. Meeting of the Board of Trustees shall be held as provided in ARTICLE V.
ARTICLE IV - OFFICERS
Section 1. The officers shall consist of a President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer. Election to these offices shall constitute election to the Board of Trustees.
Section 2. Officers shall be members in good standing and shall also serve as members of the Board of Trustees. Officers shall serve commencing from the Annual Meeting for two (2) years or until their successors are qualified and elected. Officers may be reelected to the same office for up to two (2) additional terms, but thereafter shall be eligible for the same office only after two (2) intervening years.
Section 3. The nominee(s) for offices shall be proposed by a Nominating Committee of three or more members appointed by the President at least two months prior to the Annual Meeting. Additional nominations may be made by petition of at least twenty (20) members or from the floor of the Annual Meeting. The names proposed by the Nominating Committee shall be included in the notice of the Annual Meeting.
Section 4. A vacancy in any office shall be filled by the Board of Trustees until the next Annual Meeting.
Section 5. The duties of the several officers shall be substantially as provided herein, with such others as may be appropriate and fixed by the members and /or the Board of Trustees from time to time.
a. The President shall preside over the Annual Meeting, all Special Meetings of the Members, and all meetings of the Board of Trustees; carry
out the policies of the GFHA; appoint and oversee committees and their chairpersons with the approval of the Board of Trustees; and make an annual report to the Annual Meeting.
b. The Vice-President shall fulfill the duties of the President in the latter's absence or disability and shall promote organize, and coordinate
regional and national family reunions and gatherings.
c. The Recording Secretary shall record and transcribe the minutes of all meetings; maintain a permanent minute book and a current roster of
committee members; promote membership in the GFHA; and shall maintain and serve as custodian of all records, exclusive of those that pertain to the genealogy work of the GFHA.
d. The Corresponding Secretary shall prepare all correspondence subject to the advise or direction of the President and the Board of Trustees;
receive all inquiries addressed to the GFHA other than those specifically addressed to other officers or to family historians.
e. The Treasurer shall receive, deposit, disburse on order by the Board of Trustees, and account for all moneys; be custodian of any petty cash
account; keep the account books; and make periodic reports to the Board of Trustees, the Annual Meeting, and Special Meetings of the Members.
f. No more than three (3) officers shall be from the same state, nor shall more than two (2) officers bear relationship to each other that is
closer than second cousin.
ARTICLE V - BOARD OF TRUSTEES
Section 1. The officers, chairpersons of all committees, presidents of state or regional chapters, and up to three (3) at-large persons, who are not closer to each other or to the other trustees than second cousins, with the exception of the original incorporators, elected by the Board of Trustees shall constitute the Board of Trustees.
Section 2. The terms of office governing all officers (ARTICLE IV. Section 1.) shall apply to all other members of the Board of Trustees.
Section 3. The Board of Trustees shall, subject to the direction of the membership of the GFHA:
a. Plan, organize, direct, and carry out programs, projects, and activities to advance the purposes of the GFHA;
b. Prepare an annual operating budget for approval at the Annual Meeting;
c. Direct the investment and expenditure of moneys to further the purposes of the GFHA;
d. Provide for the periodic audit of the Treasurer's books;
e. Meet at least once a year at a place and time to be determined by the Board of Trustees;
f. Cooperate with other organizations having a similar purpose;
g. Exercise the general direction and supervision of the affairs of the GFHA.
Section 4. A quorum for meetings of the Board of Trustees shall consist of three (3) members of the Board of Trustees plus the President or Vice-President. All meetings of the Board of Trustees shall be publicized and open to all members of the GFHA.
ARTICLE VI - COMMITTEES
Section 1. The Board of Trustees shall establish such committees as it may deem necessary and shall state their mission, size, and tenure. A committee shall be dissolved when its mission has been accomplished or when its designated tenure expires. Committee chairpersons shall be members of the Board of Trustees during their tenure and subject to the terms of service in ARTICLE IV. Section 1.
ARTICLE VII - AMENDMENTS
The Certificate of Incorporation and these By-Laws may be amended at an Annual Meeting or a Special Meeting of the Members by two-thirds of those
present and voting, provided that notice of the proposed amendment be sent to all the members in the notice of the meeting at least four (4) weeks before the designated meeting.
ARTICLE VIII - GENERAL
Section 1. The fiscal year of the GFHA shall be January 1 through December 31.
Section 2. Robert's Rules of Order (revised) shall govern the parliamentary procedure in matters not covered by these By-Laws.
Section 3. Voting in meetings of the Board of Trustees, the Annual Meeting, and Special Meetings of the Members may be by written, faxed, emailed, or telephoned proxy, the procedure for which shall be determined by the Board of Trustees.
Section 4. State and regional chapters of the GFHA may be organized providing that they abide by the purposes, Articles of Incorporation, and By-Laws of the GFHA and are otherwise in accord with the policies of the Board of Trustees and the GFHA.
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