Bylaws

EAST CENTRAL INDIANA GENEALOGY ALLIANCE BYLAWS

Adopted November 4, 2015

Table of Contents

Article I:     Name, Official Year, Address, and No-Debt Policy, Page 3

Section 1:    Page 3

Section 2:    Page 3

Section 3:    Page 3

Article II:    Service Areas and Purposes, Page 3

Section 1:    Service Areas, Page 3

Section 2:    Purposes, Page 3

Article III:   Membership, Page 3

Section 1:    Membership Types, Page 3

A.      Regular (electronic), Page 4

B.      Regular (traditional), Page 4

C.      Charter Member designation, Page 4

Section 2:    Membership Dismissal, Page 4

Article IV:   Meetings, Page 5

Section 1:    Annual Meeting, Page 5

Section 2:    General Membership Meetings, Page 5

Section 3:    Special Meetings, Page 5

Section 4:    Board of Directors Regular Meetings, Page 5

Article V:    Officers and Board of Directors, Page 6

Section 1:    President, Page 7

Section 2:    President Elect, Page 7

Section 3:    Secretary, Page 7

Section 4:    Treasurer, Page 8

Section 5:    Membership Director, Page 8

Section 6:    Social Media Director, Page 8

Section 7:    Directors At-Large, Page 9

Section 8:    Vacancies and Impeachment, Page 9

Section 9:    Past President, Page 10

Section 10:  Board of Directors, Page 10

Article VI:   Committees, Page 10

Section 1:    Page 10

Section 2:    Page 10

Section 3:    Page 10

Section 4:    Page 10

Article VII: Rules and Procedures, Page 10

Section 1:    Society, Page 10

Section 2:    Membership, Page 11

Article VIII:  Amendments, Page 11

Section 1:    Proposals for Amendments, Page 11

Section 2:    Procedures for Amendments, Page 11

Article IX:   Non-Profit Status, Page 12

Article X:    Indemnification, Page 12

Article XI:   Dissolution, Page 12

Section 1:    Mandate to Dissolve, Page 12

Section 2:    Petition to Dissolve, Page 12

Section 3:    Disposal of Assets, Page 12

Article I
Name, Official Year, Address, and No-Debt Policy

Section 1.     The name of this organization shall be East Central Indiana Genealogy Alliance (hereafter identified as the Alliance or ECIGA). The annual and fiscal years of this Alliance begin January 1.  ECIGA shall be a non-profit organization.

Section 2.     The official address of ECIGA shall be:  East Central Indiana Genealogy Alliance, P.O. Box 63, New Castle, Indiana 47362.  The email address is ECIGA@att.net.  The website address is www.ECIGA.info.  ECIGA does not maintain a telephone or fax service beyond those of the consenting officers.

Section 3.     ECIGA will not have any power to enter into any debts or loans of monies for any reason but may accept membership fees, prepaid service payments, and/or donations under the provisions and privileges of its non-profit status.

Article II
Service Areas and Purposes

Section 1.  Service Areas.  ECIGA’s geographical area is intended to serve the counties of Delaware, Hancock, Henry, Madison, and Randolph of the State of Indiana.

Section 2.  Purposes.  The purposes of ECIGA shall be the promotion of genealogical and family history research and education, with specific focus upon the following:
Fostering an interest in genealogy and family history throughout the area of ECIGA.
Providing educational activities and programs to enrich genealogy research and resources in general, but in the geographical area of ECIGA in particular.
Facilitating the research and resources related to genealogy in general, but in the geographical area of ECIGA in particular.
Promoting and supporting volunteer efforts that enrich the efforts and/or resources of the geographical areas served by ECIGA.
To offer various enrichment and encouragement activities related to genealogy to ECIGA active members.

Article III
Membership

Section 1. Membership Types:  There shall be two types of ECIGA members.
A. Regular Members receiving electronic updates:  Individuals who are current in ECIGA dues and fees, and support the activities of ECIGA with usual attendance at ECIGA events and/or provide contributions of genealogy value or general support to ECIGA.  Members are entitled to voting and serving as officers and/or committee chairpersons.  They shall receive all general ECIGA communications and be entitled to member privileges as designated by the ECIGA Board of Directors in all functions of the ECIGA.  An individual member is entitled to one vote, one event notice, and one electronic copy of member communications.  Dues are payable in December for the upcoming year (prorated depending on what month the member joins).

B.  Regular Members receiving mailings (hard copies of ECIGA materials):  Individuals who are current in ECIGA dues and fees, and support the activities of ECIGA with usual attendance at ECIGA events and/or provide contributions of genealogy value or general support to ECIGA.  Members are entitled to voting and serving as officers and/or committee chairpersons.  They shall receive all general ECIGA communications via United States Postal Service and be entitled to member privileges as designated by the ECIGA Board of Directors in all functions of ECIGA.  An individual member is entitled to one vote, one event notice, and one electronic copy of member communications.  Dues are payable in December for the upcoming year (prorated depending on what month the member joins).

C.  Charter Member designation.  Any member who joins during the first year of ECIGA (December 1, 2015, through November 30, 2016), for a nominal fee will be considered a charter member.

Section 2.  Membership Dismissal:  In any case where any member of ECIGA is deemed by the unanimous vote of the Board of Directors a serious detriment to ECIGA, that membership may be terminated by ECIGA after due process (verbal warning, then dismissal).  Any Regular Membership (electronic or hard copy) so terminated may request to the Board of Directors an opportunity to appeal to a special hearing of the Board of Directors and all Standing Committee Chairpersons (called the Appeals Committee) at a time and place of mutual convenience announced by the ECIGA President who shall preside at such a hearing unless the Board of Directors recommends a different Chairperson from the Board of Directors.  At an appeal hearing, the discussion must not exceed one hour and will conclude with a simple vote aye or nay to confirm the recommendation of the Board of Directors.  A 2/3 vote of the present Appeals Committee will constitute ECIGA’s final solution to dismissal matters.  Dependent on the terms of dismissal, the ex-member’s dues paid will be refunded.

Article IV
Meetings

Section 1.  ECIGA Annual Meeting:  There shall be an Annual Meeting of the Regular Members of ECIGA in December (at place and time to be announced by email or U.S. mail to the general membership at least two weeks in advance of that date).  The Annual Meeting of ECIGA shall be chaired by the ECIGA President (or in absence of the President, by the ECIGA President Elect).  The current edition of “Robert’s Rules of Order” shall be respected in proper conduct of the Annual Meeting. It shall be the specific purpose of the ECIGA Annual Meeting to accomplish at least the following tasks:
Announce officers for the following calendar year.
Approve a budget for the following calendar year.
Conduct any other official ECIGA business put before the membership.

Section 2.  General Membership Meetings:  Monthly meetings will be held monthly, unless notified otherwise.

Section 3.  Special ECIGA Meetings: With at least ten days advanced notice to all Regular Members of ECIGA by email (using the email address on file with ECIGA) or by postal delivery to the member (at the ECIGA address on file), there may be Special Meetings of ECIGA called by the majority of the Board or Directors or by any ten Regular Members who formally in written petition request to the Board of Directors a Special Meeting of ECIGA. Special Meetings must be limited to the announced purposes of the Special Meeting and be conducted by the Current Board of the East Central Indiana Genealogy Alliance.

Directors shall designate the presiding Chairperson of the Special Meeting, usually the current ECIGA President (unless the Board deems appropriate to designate a different officer to preside over the Special Meeting).

Section 4.  Board of Directors Regular Meetings:  The elected Board of Directors, hereafter referred to as the Board, shall meet at least monthly. The Board consists of eleven members: President, President Elect, Secretary, Treasurer, Membership Director, Social Media Director, and five Directors-at-Large (one person from each county represented). The purpose of these meetings is to conduct the business of ECIGA within these Bylaws.  The Board shall meet 1 hour prior to the General Membership Meeting, unless otherwise specified.

Elected officers shall each have one vote at all meetings of the Board of any type or time and majority vote of a quorum constitutes official Board action unless otherwise specified in these Bylaws.  Those present at the duly called meetings will constitute a quorum if there is a minimum of five officers present.  All Board meetings will be chaired by the ECIGA President or, in absence of the President, by the President Elect.  All official actions of the Board will be recorded and distributed to ECIGA at the earliest feasible ECIGA regular news bulletin, but also be available within ten days upon request by any Regular Member to the ECIGA Secretary.  Meetings of the Board may be recessed to a time and place selected by majority vote of the Board members. The President (or President Elect if the President is unable to provide the call) may call added meetings of the Board with ten days notice to all Board members, stating the initial purpose of the added meeting. However, at such added meetings, the Board may, by majority vote of those present, also consider any business of the Board.

Article V
Officers and Board of Directors

**Volunteer status during 2016 and 2017**

The elected officers of ECIGA shall be Regular Members of ECIGA.  Those elected officers constitute the Board of Directors of ECIGA.  Note:  If ECIGA becomes a chapter of the Indiana Genealogical Society, the elected Board members must also be, or promptly upon election, become members of that society also.

Elections will be by written, private ballot (without exception) signed by a Regular Member at the November Meeting.  However, if the Nominating Committee pre-approves a Regular Member request for due cause (such as being hospitalized, etc.) to be allowed an election absentee ballot, the nominating committee may accept a written absentee ballot as much as ten days in advance of the Annual Meeting, but not later than 24 hours prior to the announced opening of an Annual Meeting.

All officers will be announced at the ECIGA Annual Meeting duly called and assume their official functions with induction at the first regular ECIGA meeting of January.  However, for the purpose of any and all ECIGA reports required at the end of the calendar year, the active Board is authorized to report the new Board of Directors as officially elected as of their elections at the December Annual Meeting.

Section 1.  President:  The ECIGA President shall be the official representative of ECIGA, preside over all ECIGA meetings (regular, special, or Board), and all events of ECIGA. The President will be a member ex officio of all committees (Standing and/or Ad Hoc).  The President will have the authority to appoint a designee (typically the President Elect) to preside over any event or meeting when the President cannot appear for any reason.  The President may also appoint any designee as member ex officio to any committee meeting when the President cannot appear.  The President shall have one vote on the Board and one vote in all ECIGA meetings.

Unless specifically accepted in these Bylaws (such as Chairperson of the Nominations Committee, the elected Membership Director, and the elected Social Media Director), the President will appoint to serve at the pleasure of the President all Committee Chairpersons.  The President will have authority to appoint and dismiss Ad Hoc committees, their members, and their chairpersons who all serve at the pleasure of the President.

The President serves a term of one year after serving one year as President Elect.

Section 2.  President Elect:  The President Elect shall serve as President of any official ECIGA meeting, Board meeting, ECIGA event, or ECIGA representation at the request of the President or in absence of the ECIGA President when approved by the majority of the Board.

The President Elect shall serve as the ECIGA Nominating and Elections Committee Chairperson.

The President may request the President Elect to perform special services for ECIGA; however, the President Elect shall have only one vote in the Board, regardless of the services performed by request or designation of these Bylaws.

The President Elect is elected for one year with the understanding that they will assume the position of President at the end of that one year, thereby a two-year commitment.  They may be reelected to the office of President Elect as their term of President ends.

Section 3.  Secretary:  The Secretary shall have one vote on the Board.  The Secretary shall create for approval in writing, at the next following Board meeting, the official minutes of the previous Board meeting and assure proper distribution of the official actions of the Board to ECIGA within ten days before Board or ECIGA meetings.  There will be at least one copy of all official minutes of ECIGA and/or Board minutes submitted to the Board within ten days of any official meeting of those groups.  The Secretary will also serve as recording and corresponding Secretary for the Board and/or the President.

The Secretary is elected for two years (in odd years) and is eligible for re-election for multiple terms.

Section 4.  Treasurer:  The Treasurer shall be a co-signer with the ECIGA President and/or President Elect of all ECIGA checking and/or savings accounts or ECIGA payments; automatic Chairperson of ECIGA’s Finance Committee, and provide a written financial report at each Annual Meeting of ECIGA or any special meeting of ECIGA or Board upon request of the presiding officer.  If the Board deems it to be prudent for ECIGA, the Treasurer may be bonded.  The Treasurer is elected for one year and is eligible for re-election for multiple terms.

Section 5.  Membership Director:  Elected for a two-year term (in odd years) and eligible for re-election for multiple terms.  The Membership Director is a voting member of the Board who automatically serves as Chairperson for the Membership Committee.  It is the specific function of the Membership Director to recruit and promote ECIGA memberships, to assure a current and accurate membership roster at all times, and to report to the Board any deceased individual Regular Member.  When known, the Membership Director will also alert the Board of any special event of any Regular Member deemed by the Director of particular Board recognition, such as public honors, family deaths, etc.

The Membership Director will be responsible for the distribution (via postal and email) of monthly newsletters and will work in conjunction with the Social Media Director to accomplish this.

Section 6.  Social Media Director: Elected for a two-year term (in even years) and eligible for re-election for multiple terms.  The Social Media Director is a voting member of the Board who automatically serves as Chairperson for the Social Media/Newsletter Committee.  It is the specific function of the Social Media Director to update Facebook, Twitter, and the ECIGA website in a timely manner with relevant ECIGA news and upcoming events, as well as general items of genealogical interest, to engage current and prospective members.  The Social Media Director will also serve as the ECIGA newsletter editor and work closely with the Membership Director regarding distribution of the newsletter to the membership.

The Social Media Director will be responsible for distribution of necessary ECIGA notices from contributions of the President, Board Members, Chairpersons, and Board-approved submissions from regular members.

Section 7.  Directors-at-Large:  There shall be elected five Directors-at-Large, one from each of the five counties represented by ECIGA (Delaware, Hancock, Henry, Madison, and Randolph), each serving two years; three shall be elected in odd years (Delaware, Henry, and Randolph) and two in even years (Hancock and Madison) with the intent of providing Board continuity and ample personnel for delegated Board tasks.  To initiate this rotation, the first election shall elect three Directors-at-Large for a one-year term and the other two for the usual two-year terms. Directors shall have one vote at all Board meetings.  The President shall appoint one Director-at-Large to serve as a voting member of the Nominations and Election Committee, another Director-at-Large to a voting position on the Finance Committee, another Director-at-Large to a voting position on the Public Education Committee, a fourth Director-at-Large to a voting position on the Membership Committee, and a fifth Director-at-Large to a voting position on the Social Media/Newsletter Committee.  Directors-at-Large may be re-appointed one time and may serve in that capacity for re-appointment only after two years since their last service in that position.

Section 8.  Vacancies and Impeachment

President: Upon the unexcused absence of the President for three consecutive official ECIGA meetings (regular, special, or Board), or events of ECIGA; or upon any circumstance that the President is unable to continue to function and serve as the President of ECIGA, the President Elect shall call for a Board Special Meeting for the Replacement of President.  At the Board Special Meeting for the Replacement of President, the Board shall affirm that the vacancy circumstances are valid, and, if so affirmed by the Board, the President Elect shall become the President of the Society with all the authority and responsibilities of the office for the remainder of the term.
All Other Officers:  Any Other Officer (President Elect, Secretary, Treasurer, Membership Director, Social Media Director, or Director-at-Large), who is absent for three consecutive Board meetings without Board excuse, or upon any circumstance that the Officer is unable to continue to function and serve in the elected duties of that position, that position will be deemed vacant.  Such vacancies will be filled by appointment by the President to serve the remaining term of the replaced officer with identical authorities and duties.
Impeachment:  Any officer who, in the unanimous opinion of the remainder of the Board, does not represent ECIGA with public honor and dignity (specifically to include conviction of any criminal felony behavior) may be impeached without further ECIGA action.

Section 9.  Past President:  The immediate Past President shall be member ex officio of the Board of Directors with voice but without vote.  The Past President automatically serves with the Public Education Committee.  This position is primarily an advisory one but will hopefully demonstrate active service to assure added continuity in the activities of the Board.  The immediate Past President serves to the last term of the current President unless he/she recruits replacement by another Past President.

Section 10.  Board of Directors:  The ECIGA Board is composed of the membership of the elected officers to act on behalf of ECIGA between ECIGA meetings.

Article VI
Committees

Section 1.  Committees of ECIGA shall be designated in the ECIGA STANDING RULES.

Section 2.  The President shall be an ex officio member of all Committees except the Nominations and Election Committee.

Section 3.  The President shall select and appoint all Committee Chairpersons, except the Chairpersons of the Finance Committee, the Membership Committee, the Nominations and Election Committee, and the Social Media/Newsletter Committee, which are part of the duties of those elected Officers in Article V.

Section 4.  The Nominations and Election Committee shall be comprised of three persons:  The President Elect, who shall be the Chairperson, one Director-at-Large, and a Member in good standing.

Article VII
Rules and Procedures

The Rules and Procedures of ECIGA will rely upon interpretations of our corporation articles, these Bylaws, and the current edition of “Robert’s Rules of Order.”  If necessary, the ECIGA President will appoint a qualified parliamentarian for any issue needing interpretation, but, in cases of continued variance in interpretations, the ECIGA President shall have authority to announce a resolution to any issue, including the option to refer to an ad hoc committee for suggestions.

Section 1.  Society:  ECIGA will not sell or share any member information for financial gain.  If a member requests, their information will not be distributed to outside sources without express member permission.

Section 2.  Membership:  No member of ECIGA will sell, distribute, or share any member information for financial gain.  Use of ECIGA membership information is for ECIGA activity only.

Unless specifically mentioned otherwise, it is assumed that all procedures of ECIGA will be based upon Annual Meeting actions, actions of the elected Board functioning within the intentions of the above-mentioned guidelines, and guided by the elected President or representatives delegated by the President.

It is desired that ECIGA will remain active, enriching, and enjoyable in part through the minimal volunteer demands of time, energy, talents, or finances of members, particularly officers and committee members.  It is not desired that ECIGA become heavily occupied in technical administrative minutiae that distract from ECIGA’s goals.

Article VIII
Amendments

Amendments to these Bylaws can be made with the following procedure by ECIGA:

Section 1.  Proposals for Amendments:  All proposed amendments will be submitted to the Board, and, by the Board, at any regular or special meeting of the Board; or upon receipt of any endorsed and clearly written recommendation of amendment by at least ten Regular Members to the Board. The Board will prepare a formal proposed amendment with explanations and recommendations to ECIGA within thirty days of recognition of the proposal at the earliest regular meeting of the Board.

Section 2.  Procedures for Amendments:  Upon routine distribution to all ECIGA Regular Members of the proposed announcement by the Board no sooner than 30 days, nor later than 60 days, of the announcement, there will be a special ECIGA meeting called by the Board for the specific and sole purpose of Regular Member discussions on the proposed amendment, ending in referral to the Board for their moving the proposal forward to ECIGA.  After this discussion meeting of ECIGA, the Board will prepare a formal amendment proposal consistent with the intent of the original proposal, adding comments and recommendations to be distributed to the total Regular Membership at least 30 days prior to an Annual or to a Special Meeting called for this matter as described for Special Meetings elsewhere in these Bylaws.  At the designated amendment meeting, a vote of 2/3 of present Regular Members at that duly called ECIGA meeting will prevail in the issue.  All approved amendments will become effective 30 days following that vote unless there is unanimous vote of the Regular Members present to declare the amendment effective immediately.

Article IX
Non-Profit Status (To be decided)

ECIGA shall qualify as a non-profit corporation (section 501 (c) (3) of the Internal Revenue Code) with the State of Indiana by virtue of our own approved application (or as a chapter of the Indiana Genealogy Society) and shall maintain that status by continually meeting all requirements for that status and shall limit its activities as required by that status.

Article X
Indemnification

ECIGA as a non-profit corporation hereby agrees to indemnify and save harmless the directors, officers, employees, agents, and servants from any and all liabilities that said persons may incur as a result of the carrying out of their duties and obligations to ECIGA, except for willful and malicious injuries to persons or property. The private property of all officers of ECIGA shall be wholly exempt from liability for any and all debts, obligations, and liabilities of ECIGA.

Article XI
Dissolution

Section 1.  Mandate to Dissolve:  If ECIGA fails to meet at least once per calendar year or its Board fails to meet at least twice per calendar year and ECIGA does not provide at least two genealogy programs for its membership per calendar year, ECIGA will be deemed officially inactive and the last elected Board will be responsible for taking all necessary steps in dissolving ECIGA.

Section 2.  Petition to Dissolve:  If 3/4 of the Regular Members present at any duly called Annual Meeting of ECIGA vote to dissolve, the elected Board shall be responsible for taking all necessary steps in dissolving ECIGA.

Section 3.  Disposal of ECIGA Assets:  In the case that ECIGA is dissolved, all assets, real or otherwise, shall immediately and completely become the property of the Henry County Historical Society and Museum of New Castle, Indiana (or other designated repository), hopefully with their concern for needs of the special collections services.