ARTICLE I - NAME
The name of this organization shall be Yakima Valley Genealogical Society, hereinafter designated as the Society or YVGS.
ARTICLE II - NONPROFIT STATUS
The society shall be organized as a nonprofit membership corporation registered under Section 501(c)(3) of the Internal Revenue Code of 1954 and any successor statutes and the State of Washington RCW 24.03 and any successor statutes.
Section 1
This Society shall be nonprofit, nonpolitical and nonsectarian.
Section 2
This Society shall be an organization not-for-profit in that no part of its funds or other assets shall inure to the benefit of its members, officers, or individuals.
Section 3
All members who provide a service to the Society shall be considered unpaid volunteers.
ARTICLE III - PURPOSE AND OBJECTIVES
Section 1
A. The Society shall be organized exclusively for educational and research purposes to help stimulate and encourage interest in all matters pertaining to genealogical and historical knowledge.
B. The Society shall not discriminate on the basis of age, race, religion, gender or physical impairment.
C. The Society may affiliate with any state, regional or national genealogical or historical society, club or association as a member group or chapter of said society, club, or association upon the approval of the Society's Board of Directors.
Section 2
A. The Society shall maintain a genealogical and historical research library in Yakima County, Washington.
B. The Society shall collect and preserve books, microfilm, microfiche and other materials of genealogical interest.
C. The Society may provide assistance to organizations and individuals interested in genealogical research whenever feasible.
D. The Society may compile, prepare, preserve and index records of genealogical and historical interest.
ARTICLE IV - GOVERNING DOCUMENTS OF THE SOCIETY
Section 1
The following documents shall constitute the governing rules of the Society and shall be readily accessible to the Society.
A. Articles of Incorporation
B. Bylaws
C. Standing Rules
D. Policy Papers
E. Position Descriptions
Section 2
Any matter not covered by the governing documents of the Society shall be governed by:
A. Federal laws, rules and regulations
B. Washington State laws, rules and regulations
C. Robert’s Rules of Order, Newly Revised, latest edition.
ARTICLE V - BOARD OF DIRECTORS
The Society shall be governed by a Board of Directors who shall report to and be accountable to the general membership. Only individuals who are current members of the Society in good standing (see Policy Papers) shall be allowed to serve on the Board of Directors. All members of the Board of Directors shall be elected by ballot or voice vote at the November general meeting and shall assume the duties of the office on January 1 of the following year. The term of office for all Board of Directors shall be two years. The Board of Directors shall consist of the following elected individual officers and additional individual board members:
Officers:
President
Vice President
Recording Secretary
Correspondence Secretary
Treasurer
Additional Board Members:
Membership Registrar
Buildings and Grounds Supervisor
Head Librarian
Webmaster
Publicity/Social Media Manager
Section 1
All Board members shall have the right to vote on all matters brought before the Board. A dual Board membership shall entitle the holder to cast only one vote. A quorum shall be two-thirds (2/3) of the eligible Officers and Board Members. They may be present to vote or connected online, by email or by phone for voting purposes. In the event of a tie vote, the President's vote shall be the deciding vote. Any action taken or decision made by the Board of Directors may be modified or over-ruled by the general membership of the Society with a two-thirds (2/3) vote at any regular meeting.
Section 2
Each Officer and Board member has the authority and shall perform the duties in good faith set forth in the Articles, Bylaws, Standing Rules, Policy Papers and Position Descriptions that constitute the governing documents of the Society. For the duties and responsibilities for Board positions see the approved Position Descriptions.
Section 3
The Board of Directors shall meet quarterly and at the call of the President. The general membership may call for a meeting of the Board if the members requesting the meeting represent a quorum of 25% of the current membership at the time of the request. All Board members are expected to attend all Board meetings and general meetings. Absence from more than two Board meetings or four general meetings during a calendar year may constitute grounds for removal, unless the Board has granted the individual an exception due to special circumstances. All Board meetings are open to the general membership of the Society, however, only elected Board members have a vote.
Section 4
A vacancy occurring midterm in any elected position shall be filled by appointment by the remaining members of the Board of Directors, with the exception of the President, which shall be filled by the Vice President. In the event the Vice President is unable or unwilling to serve as President, the Board shall select an individual for President. Any member filling a vacancy on the Board of Directors by appointment shall serve the remainder of the current term of office, unless an exception has been granted by the Board of Directors extending the term of office.
Section 5
Any elected Officer or Director may resign by giving written notice to the President, Recording Secretary or any other officer, or oral notice at a Board of Directors meeting. The resignation date shall be the date of receipt of written notice or the date of the oral notice.
Section 6
Any elected Officer or Board member of the Society who fails to perform his/her duties as outlined in the Position Descriptions, the Standing Rules, or the Policy Papers, or who violates any provision of the Articles or Bylaws of this Society, is subject to recall/removal.
The general membership of the Society may recall/remove any elected member of the Board of Directors with cause at any time. A notice of a meeting in which an elected member of the Board of Directors is to be recalled/removed shall be sent out to the general membership stating that the reason or one of the reasons of the meeting is to remove said Director. Approval of the removal/recall requires a two-thirds (2/3) vote of those members present at said meeting.
A member of the Board of Directors appointed by the Board of Directors may be recalled/removed with cause at any time, A notice of a meeting in which an appointed member of the Board of Directors is to be recalled/removed shall be sent out to the Board of Directors stating that the reason or one of the reasons of the meeting is to remove said Director. Approval of the removal/recall requires a two-thirds (2/3) vote of the Board of Directors present at said meeting.
ARTICLE VI - INDEMNIFICATION
Any officer or board member acting in good faith and reasonably believing that actions taken on behalf of the Society were in the Society's best interest, and is or was serving at the request of the Society, and against whom a claim is made, may be indemnified and held harmless by the Society from and against all reasonable costs and expenses which may be imposed upon or incurred by the individual in connection with or arising out of any claim, action, suit or proceeding in which the individual may be involved by reason of the individual being or having been an officer or board member of the Society as permitted by law. Volunteers of the Society will also have limited protection under the Federal statute entitled the Volunteer Protection Act of 1997 and also under Washington State’s special immunities law RCW 4.24.264.
Section 1
The Society may, at the Board’s discretion, pay for or reimburse reasonable costs and expenses incurred in defense of such claims by the Society in advance of the final disposition of such claim by a two-thirds (2/3) vote by the Board of Directors.
Section 2
The Board, at its discretion, may limit reasonable costs and expenses reimbursed to an officer or board member of the Society that involves:
- Willful or criminal misconduct by an officer or board member
- A knowing violation of the law by an officer or board member
- Any transaction from which the officer or board member will personally receive a benefit in money, property or services to which the individual is not entitled.
Section 3
The Society shall maintain adequate property and liability insurance to protect the Society’s assets.
Section 4
The Society shall not be held responsible for any statements or actions not authorized by the Board.
ARTICLE VII - MEMBERSHIP AND DUES
Section 1
Eligibility for membership in Yakima Valley Genealogical Society shall be determined by an interest in genealogy, biography and/or local history and the payment of dues as provided in the Standing Rules of this Society.
Section 2
Yakima Valley Genealogical Society has two classes of membership.
A. General Membership - All general members whose dues are current as provided in the Standing Rules, shall have the right to vote on all items brought before the general membership, to hold office and to participate in the business of the Society.
B. Honorary/Lifetime Membership - An honorary/lifetime member shall have the right to vote on all items brought before the general membership, to hold office and to participate in the business of the Society, except all annual dues for honorary/lifetime members shall be waived.
Section 3
A member may be removed for cause by the Board of Directors. Cause for removal may be by complaint and proof of the member defacing or misusing any property or item owned by the Society or on loan to the Society, by continued abuse of library privileges, for theft, or for physical and/or verbal abuse. Removal of a member must be by two-thirds (2/3) vote of the Board of Directors.
Section 4
The Board of Directors shall determine the amount for annual dues and recommend the amount to the general membership. The amount for annual dues shall be approved by a two-thirds (2/3) vote of the general members present at a meeting. The Standing Rules of the Society shall be updated to reflect the new dues rate after approval by the general membership.
ARTICLE VIII - SOCIETY MEETINGS
Section 1
The Society shall meet year round as scheduled by the Board of Directors. Members shall be notified of all meeting dates, times and places.
Section 2
The annual meeting of the Society will be held in September. Members shall be notified of date, time and place.
Section 3
A special meeting may be called by the Board and/or President as needed. The members may call for a special meeting if those members requesting the special meeting represent a quorum of 25% of the current membership at the time of the sending of a record/notice to the Board of Directors. All members shall be notified of the meeting date, time, place and the stated purpose for the meeting. The only business to be carried out at a Special meeting shall be the stated purpose. Any items brought forth for vote/approval at a special meeting shall require a two-thirds (2/3) vote of the members present at that meeting.
Section 4
For voting purposes, a quorum for any regular meeting of the Society shall be 5% of the current membership at the time of the vote. Anything requiring a vote by the general membership may be done in person, by mail, by phone, or by electronic method at any Society meeting, with the exception of the Bylaws. (see Article XII, Section 1)
ARTICLE IX – SELECTION OF INDIVIDUALS TO RUN
FOR THE BOARD OF DIRECTORS
During an election year, a slate of candidates shall be presented to the general membership of the Society for their consideration and vote. The procedure to follow in the creation of nomination committee and the slate of candidates shall be:
Section 1
A temporary nomination committee shall be formed during the month of July. The nomination committee shall be responsible for choosing candidates for all of the Board of Director positions that are open for election. For the selection, makeup, qualifications and duties of the nomination committee, see the appropriate Standing Rules and Policy Papers that apply.
Section 2
The chairperson of the nomination committee shall present the slate of nominees at the September general meeting of the Society. At that time a call for additional nominations from the floor shall take place. No individual's name may be submitted, either by the nomination committee or from the floor without the prior consent of the individual.
Section 3
At the November general meeting of the Society (See Article V), the President of the Society shall conduct a vote of the general membership in attendance to elect or to not elect the individuals previously presented by the nomination committee and/or previously nominated from the floor. If no general meeting of the Society occurs in November of an election year, the election shall take place at either the October or the December general meeting. A notice shall be sent to the general membership at least 7 days prior to the general meeting stating that the purpose or one of the purposes of the meeting is the election of members to the Board of Directors. Said notice shall also state place, time and date of the said meeting.
Nominees shall be elected by either ballot or voice vote. If there is only one candidate for a position, upon a motion from the floor, election to that position may be by voice vote. Approval of a nominee requires a two-thirds (2/3) vote of the general members present at said meeting. All elected individuals shall assume their duties on January 1 of the following year (See Article V).
Section 4
In the event that the Society is unable to find a candidate for a position on the Board, the current Board member may continue in office until a successor is elected.
ARTICLE X - AUDIT COMMITTE
Section 1
The Board of Directors, by January 15 of each calendar year shall set up a temporary Audit Committee. The Board shall select an individual who agrees to serve as head of the Committee. At the February general meeting two additional volunteers will be selected from the membership to serve on the committee. The Committee will audit the Treasurer's records after the Treasurer has completed the financial statement for the current year. The Audit Committee shall submit a written and signed report to the Board for approval.
Section 2
At any time, upon the request of the Treasurer, or the President, or on a written request of three members of the Society, the Board shall appoint a temporary Audit Committee to audit the Treasurer’s records. The Audit Committee, after reviewing the records, shall submit a written and signed report to the Board for approval.
ARTICLE XI - ADDITIONAL TEMPORARY COMMITTEES
The Board of Directors and/or the general membership has the authority to establish/dissolve additional temporary committees as needed for the purpose of conducting the business of the Society.
ARTICLE XII - AMENDMENTS
Section 1
Following approval of the Board of Directors, proposed amendments or revisions to the Bylaws must be submitted for review to the general membership by mail or by an online method at least thirty (30) days prior to a regularly scheduled general meeting of the Society. The Bylaws shall be amended by a two-thirds vote of the members present at a meeting of the society.
Section 2
Other governing documents of the Society (i.e. Standing Rules, Policy Papers,, Position Descriptions) shall be amended by a two-thirds vote of the Board of Directors in attendance at a regularly scheduled Board meeting.
ARTICLE XIII - ENACTMENT
These Bylaws shall become effective upon adoption, unless otherwise specified and shall supersede any Bylaws previously adopted by the Society.
ARTICLE XIV - DISSOLUTION
After consideration by the Board of Directors regarding the feasibility of the Society continuing to function, and what would be in the best interest of the Society, the Board shall adopt a resolution to dissolve the nonprofit charitable corporation known as Yakima Valley Genealogical Society. Said resolution will be brought before the membership after the Board votes by majority to take this action.
Section 1
The resolution must be approved by a two-thirds (2/3) vote of the members present at a regular meeting or a special meeting called for this purpose at which a quorum is present. The resolution must be sent by mail or email 10 to 50 days in advance of such meeting, subject to the requirements of the State of Washington Act RCW 24.03 or any subsequent revisions of said Act.
Section 2
Upon dissolution of Yakima Valley Genealogical Society, the officers who serve as the Board shall, after payment of or making provisions for payment of all liabilities of the Society, dispose of all real and personal assets of the Society. The manner of disposal shall be to organizations operating exclusively for genealogical or historical purposes, substantially like those of the Society under Section 501(c)(3) of the Internal Revenue Code of 1954 and any subsequent revisions to the code. Any such assets not so disposed of shall be disposed of by the Superior Court of Yakima County, Washington, exclusively to such organizations as said Court shall determine, which are organized and operated for such purposes under Section 501(c)(3). No funds shall be distributed to individual members.