NAME, FISCAL YEAR, PURPOSE,
SEAL, AND LOGO
1. Name. This Corporation shall be known as the Texas State
Genealogical society, Inc.
2. Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of January each year and end on the thirty-first day of
December. Annual Business Meetings shall be held in November or at other
times established by the Board of Directors.
3. Purpose. The purpose of this Corporation is to promote,
assist, develop, and conserve the genealogical and historical resources of
Texas and to cooperate with local, regional, and statewide groups in
promoting an awareness of the need to preserve family heritage.
Specifically the mission of the Corporation is to: 1) research, record,
accumulate, reproduce, distribute, and circulate genealogical and
historical material; 2) assist in making such material available to those
who are, or may be encouraged to be, interested in family and State of
Texas history; 3) perpetuate the memory of Texans and their ancestors and
inspire a wholesome regard for those who have been and are now part of the
heritage of our State and Nation; 4) stress the importance of accuracy
through the careful documentation of research; 5) make donations by
acquisition or memorial to research collections which are open to the
public; 6) disseminate knowledge by the sponsorship of conferences,
workshops and seminars; 7) publish a quarterly journal titled STIRPES
and newsletters and other publications useful to researchers; 8) sponsor
awards for writing and honors recognizing the efforts of individuals or
4. Office. The Corporation shall maintain in the State of Texas a
registered office and an agent whose address is identical with the
registered office. The registered office of the Corporation shall be at
the residence of the President, however supplemental mailing addresses may
be designated as the affairs of the Corporation may require.
5. Seal. The seal of the Corporation shall be circular in form
and shall bear the words TEXAS STATE GENEALOGICAL SOCIETY, INC., and in
the center, a star.
6. Logo. The logo of the Corporation shall be the letters “TSGS”
rendered in stylized script in a connected oval pattern within an outline
of the State of Texas. Tax exempt Partner Societies may use this logo on
the letterheads, newsletters, and journals, during any year in which they
are a member. The words “Partner Society” shall be added above or below
1. General. Membership is by calendar year and is not
transferable. Membership may be extended to persons and organizations
deemed to be sufficiently interested in genealogy/history and desirous of
accomplishing the purposes of the Corporation, who may apply and be
approved by the Board of Directors, and shall annually pay membership
2. Categories. Members shall be accepted according to the
procedures set forth by the Board of Directors in the following
A. Individual Member.
Any person over eighteen years of age who is not a member in another
B. Family Member. Any legally adult person and their
C. Contributing Member.
Any person, organization, or business that contributes $25.00 to the
D. Patron Member.
Any person, organization, or business that contributes over $50.00 to
E. Life Member. Any
person who makes a one-time contribution of over $600.00. The Corporation
shall issue a “Life Membership Certificate” to such members.
F. Honorary Member.
Any person recommended by a two-thirds (2-3) vote of the Board of
Directors and approved by majority vote of the general membership to be
honored for their contribution to the fields of genealogy or history.
Honorary members shall not be required to pay dues. The Corporation shall
issue a “Honorary Membership Certificate” to such members. Fellows of the
society shall be considered Honorary Members.
G. Partner Society.
Any tax-exempt genealogical, historical, or scholarly organization.Partner
Societies will submit their membership lists at the time of
membership application or renewal. Updated lists may be submitted at any
time during the membership year.
H. Family Association.
Any organized family organization whose purpose is to preserve a family’s
genealogy, history, and stories.
I. Associate Member.
Any member of a partner society as shown on the latest membership
list received by the Corporation.
3. Benefits. The Board of Directors will determine and publish the
benefits to be extended to members.
4. Dues. The Board of Directors will determine the amount of
annual dues payable to the Corporation by members of each category. Such
dues shall be determined for the following year, prior to the publishing
of the September issue of the Society’s quarterly, STIRPES, and
shall be announced in that issue and the December issue.
5. Payment of Dues. Dues are payable initially upon application
for membership and annually thereafter by 1st January. Current
members who fail to renew by 1st February are considered
delinquent and their membership shall be terminated on 1st
April for non-payment of dues. There shall be no month-by-month
membership, except for new members who join after 1st January,
who shall pay dues prorated for the remaining months of their first
6. Membership Cards. Membership cards shall not be issued. If
requested in writing, a letter confirming membership will be provided by
7. Resignation and Removal of Members. A member may resign from
the Corporation by delivering a written resignation to the President or
the Secretary, and thereupon membership shall terminate. Any member may
be removed from membership or from office for conduct detrimental to the
interest of the Corporation by affirmative vote of three-fourths (3/4) of
the Board of Directors, registered in person or by written ballot at any
regular or special meeting called for that purpose. Such member must be
notified in writing by certified or registered mail, at least thirty (30)
days prior to such meeting at which removal is to be proposed and voted
upon. The member shall be entitled to appear before and be heard at such
7. Libraries. There is no separate membership category for
libraries. Libraries may subscribe to the quarterly and newsletters at a
rate established by the Executive Board.
Corporation is a statewide organization, Representation on the Board of
Directors shall be accomplished by the election of representatives from
distinct areas of the State. The Board of Directors shall set the number
of such District Representatives and the district boundaries. The number
may increase or decrease from time to time provided there be no fewer
than five (5) such representatives from distinct areas of the State.
ORGANIZATION AND OPERATION
1. Annual Budget and Program Plan. The base operating document
shall be the Annual Budget and Project Plan, as approved by the Board of
Directors. The plan shall list all official projects and active
committees of the corporation, designate responsible individuals, and
assign specific funding limits to each. No Corporation member may commit
resources in excess of such limits. The Board of Directors may revise the
plan throughout the fiscal year, as necessary.
2. Board of Directors. The Board of Directors shall develop
overall policies of the Corporation, establish committees, and perform
other functions as specified in these Bylaws. The voting members shall be
the seven (7) elected members of the Executive Board who are the Officers
of the Corporation, the elected District Representatives, and the
immediate Past President. The non-voting members shall be all other
former Presidents if they wish to serve.
3. Qualification of Elected Officers. No person shall serve as an
elected Officer who has not paid dues to the Corporation before such dues
become delinquent. All Officers must have been a dues-paying member in
good standing for at least one (1) full year prior to being elected. The
President and President Elect shall have served on the Board of Directors
for at least one (1) full term, two years, prior to their election.
4. Term of Office. Elected members of the Board of Directors
shall serve for a two-year term beginning on 1st January
immediately after election. Inasmuch as they are elected for such
two-year terms they shall pay their dues for the two-year term immediately
upon such election. Appointed members of the Board of Directors shall
serve for a one-year term, or at the pleasure of the President.
5. Executive Board. The Executive Board shall supervise the
Corporation’s activities and have full authority to direct its operations
between the annual Business Meetings of the general membership, and shall
consist of the following elected Officers.
A. President. The
President shall: 1) preside at meetings of the Board of Directors
and Executive Board; 2) have and exercise general charge and supervision
of the affairs of the Corporation and shall do and perform such duties
associated with the office and as may be assigned by the Board of
Directors; 3) be an ex-officio member of all committees with the exception
of the Nominating committee: 4) approve or disapprove, and counter-sign
committee reports and meeting minutes: 5) review expenditures to ensure
they are within the limits of the approved Annual Budget and Project Plan;
6) maintain the master file of past quarterlies and newsletters; 7)
maintain an informal procedures book containing memoranda about
recurring actions and key decisions in order to foster continuity in
B. President Elect.
The President Elect shall automatically move into the position of
President, when the acting President moves out of office. The President
Elect shall assist the President in developing the Annual Budget and
Project Plan and shall chair the Budget and Project Committee. The
President Elect shall assume the duties of the Conference Chairman. At
the request of the President or in the event of the absence or disability
of the president, the President Elect shall perform all the duties and
possess and exercise the powers of the President, and shall perform other
duties as may be assigned by the Board of Directors.
C. First Vice-President.
The First Vice-President shall assist the President in developing the
membership of the Corporation and shall chair the Membership Development
Committee. The First Vice-President shall move in succession to the
office of the President Elect should there become a vacancy.
D. Secretary. The
Secretary shall: 1)take the minutes of all Corporation meetings and shall
be prepared to read such minutes at the next meeting unless
waived unanimously: 2) forward to the President within ten (10) working
days the minutes of any meeting for the President’s approval and signature
and upon direction of the President make and send copies to the Executive
Board and Board of Directors: 3) have charge of the Corporate Seal and
affix such seal to all approved minutes of the Corporation; 4) conduct all
correspondence of a general nature pertaining to the Corporation as
directed by the President and Board of Directors; 5) transfer all
papers and the Seal at the end of term of service at a place specified by
the President, all such papers to be jointly inventoried with and
forwarded to the next Secretary, with a signature receipt of such transfer
forwarded to the President by the new Secretary.
E. Treasurer. If
required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine. The
Treasurer shall have charge and custody of an be responsible for all funds
and securities of the Corporation and shall: 1) receive monies due and
payable from any source whatsoever; 2) deposit or cause to be deposited
all such monies in the name of the Corporation in such banks or
other depositories as provided by the Executive Board; 3) in general
perform the duties incident to the office of Treasurer, and other such
duties as may be assigned by the President of Board of Directors; 4)
maintain the financial records of the Corporation in such a manner that
inspection of such records may be made by any member upon submission of a
written request seven (7) days in advance, the inspection to be at a place
determined by the Treasurer; 5) maintain a file of current and past
members and the amount of dues paid, and photocopies of Life and Honorary
Membership Certificates issued; 6) maintain single-entry accounting
records and a voucher file documenting all membership certificates issued;
6) maintain single-entry accounting records and a voucher file
documenting all disbursements; 7) make payments only for approved projects
when supported by a voucher; 8) receive purchases receipts/bills of sale
for capital equipment and indicate the make, model, and serial number
when applicable; 9) for each piece of Corporation property, maintain a
file containing depreciation schedules approved by the Board of Directors,
and letters from persons having possession of property indicating the
exact location of the property; 10) submit a signed Financial Statement at
the end of each Quarter to the President for approval and
counter-signature; 11) submit a signed Financial Report to the President
not later than fifteen (15) days prior to each Annual Business Meeting
and to the Audit Committee at the end of each fiscal year; 12) co-sign all
checks over $100.00 with the President or other officer designated by the
Executive Board; 13) transfer all papers at the end of term of service at
a place specified by the President, such papers to be jointly inventoried
with and forwarded to the next succeeding Treasurer, with a signature
receipt of such transfer forwarded to the President by the new Treasurer.
Historian shall perform such functions as are assigned by the President
or Board of Directors, and shall: 1) maintain a scrapbook or notebook
relating to the activities of the Corporation in such a manner as to be an
on-going history that covers the period from the annual Business meeting
through the following year; 2) prepare a report and display for the Annual
Business Meeting; 3) have custody of any objects of value that belong to
the Corporation, other than capital equipment; 4) transfer all papers at
the end of term of service at a place specified by the President.
G. Archivist. The
Archivist shall have charge of all such minutes, documents, papers and
books as the Board of Directors, these Bylaws, and the law determine to be
of permanent nature.
6. Representatives. Representatives shall be elected to make up a
portion of the Board of Directors and shall be voting members. It shall
be the duty of such representatives to : 1) represent the Corporation
within his or her district; 2) actively solicit membership; 3) contact
each society in their district; 4) assist genealogical organizations to
find such needed assistance as may be requested by such organizations; 5)
answer correspondence from researchers which pertain to their respective
district, with such correspondence and the proposed answer brought to the
Board of Directors or Executive Board for final disposition.
Representatives may not serve more than five (5) consecutive terms, i.
e., ten (10) years. They are, however, eligible for nomination to other
elected offices or appointed positions.
7. Immediate Past President. The immediate Past President shall
assume the role of advisor and consultant to the President and other
Officers in carrying out the activities of the Corporation and shall be a
voting member of the Board of Directors. At the request of the President
he or she may preside over special meetings, advisory boards, or
8. Former Presidents. All other former Presidents who qualify as
members of the Corporation shall be eligible to serve on the Board of
Directors if they so wish. Such former Presidents shall not have a vote,
but serve only in an advisory capacity.
9. Appointments to the Board of Directors. The President, with
the approval of the Executive Board, may appoint certain members to the
Board of Directors. These appointments may include, but are not limited
to the following.
Editor. The Stirpes Editor is appointed by the President and
shall be responsible for publishing and distributing the quarterly
publication, Stirpes, under the guidelines of the Board of
Directors. The Stirpes Editor, if appointed, shall be a
B. Web Site Manager. The manager is appointed by the
President and shall be responsible for operating the web site, in
accordance with procedures submitted to and approved by the Board of
Directors. The Manager, if appointed, shall be a voting member.
C. Texas First Families
Director. The Director shall be responsible for the Texas
First Families Project, under the guidance of the Board of Directors.
This person shall be a voting member.
The Parliamentarian may be a Corporation member and therefore become a
non-voting member of the Board of Directors, however the President
may elect to secure the services of a professional parliamentarian for the
Annual Business Meeting as the need arises. The fee for such a
parliamentarian must have approval of the Executive Board. The
parliamentarian must be present at the Board of Directors meeting held
before the Annual Business meeting and should be available to any Officer
or Committee Chairperson for consultation prior to the meeting.
10. Attendance. Membership on the Board of Directors shall
automatically terminate if a Board Member misses three (3) consecutive
11. Vacancies. Any vacancy, other than that of President,
occurring on the Board of Directors shall be filled by the Board of
Directors. A member selected to fill a vacancy shall serve for the
unexpired term of his or her predecessor.
12. Reports. Each member of the Board of Directors, including
appointed members and Past Presidents, shall be prepared to make a report
at the Board of Directors meeting preceding the Annual Business Meeting
and will submit a written report to the President, which will be forwarded
with the Presidents Report to the Secretary and shall become part of the
1. Committee Membership. Committee membership shall be open to
all members of the Corporation. Special advisors and ex-officio members
may serve on committees but shall have no vote.
2. Term of Service. Each committee member will continue to serve
until such committee shall be earlier terminate, or unless such member be
removed from such committee or cease to qualify as a member. Vacancies
shall be filled by appointment by the President, for the unexpired part of
3. Rules. Each committee may adopt rules for its own operation
that are not inconsistent with these Bylaws or the rules adopted by the
Board of Directors.
4. Standing Committees. The Board of Directors may designate one
or more standing committees. The funding limit for each committee shall
be established in the Annual Budget and Program Plan. Committees are not
authorized on their own authority to commit time, funds, or property of
the Corporation, or establish policy. The President shall appoint the
members of the committees, which shall include but not be limited to:
A. Budget and Projects
Committee. The President shall appoint the committee, to be chaired
by the President Elect. The Treasurer may be a member of the
committee. The committee shall develop the Annual Budget and Project Plan.
Development Committee. The President shall appoint a
Membership Development Committee, to be chaired by the First
Vice-President. The committee shall coordinate Corporation efforts to
develop the general membership.
C. Writing Awards
Committee. The President shall appoint the committee and designate
one member as chairperson. Nominees for awards shall be approved by
the Board of Directors prior to their notification. Recipients will be
notified before the meeting at which recognition is to be made.
D. Honors Committee.
The President shall appoint the committee and designate one member as the
chairperson. Nominees for honors shall be approved by the Board
of Directors prior to their notification. Recipients will be notified
before the meeting at which recognition is to be made.
E. Nominating Committee.
The President shall nominate for approval by the Board of Directors five
(5) members to serve on the Nominating Committee. This committee shall
present nominations for Officers and District Representatives during
the Annual Business Meeting.
F. Audit Committee.
The President shall appoint an Audit Committee of at least three (3) Board
of Directors members and shall designate one of them as
chairperson thereof. The President shall be an ex-officio member. The
committee shall meet on call of either the President or the Chairperson of
the committee. Audits shall be conducted annually, as of the close of the
fiscal year; upon change of the President of Treasurer; or at other times
as directed by the Board of Directors. The Audit Committee shall: 1)
receive the Annual Financial Statement from the Treasurer; 2) examine
accounting ledgers, vouchers files, check registers, canceled
checks, membership lists, and documents maintained by the Treasurer to
determine their accuracy; 3) ascertain the balance of
Corporation funds and assets; 4) submit an Audit Report to the President
within thirty (30) days after the end of the fiscal year.
5. Special or Ad hoc Committees. The President shall have the
authority to designate and appoint ad hoc committees for special functions
and terminate such committees after they have served their purpose. The
committees may include but not be limited to:
Annual Business Meeting and Conference Committee.
Open Records Committee.
Speakers Bureau Committee.
D. County Database
E. Special Projects
F. Web Site Committee.
G. Pioneer Certificates
H. Bylaws Revision
1. Conduct of Meeting. All Corporation meetings shall be governed
by Robert’s Rules of Order Newly Revised as modified by these Bylaws and
the Board of Directors.
2. Annual Business Meeting. Voting members of the Corporation
shall be called to meeting at least once each calendar year for the
purpose of conducting such business as may come before the Corporation.
The date and place of the Annual Business meeting shall be determined by
the Board of Directors. Announcement of the meeting shall be published in
the quarterly at least (60) days prior to such annual meeting.
3. Conference, Seminars and Workshops. The Board of Directors may
conduct, or cause to be conducted, various conferences, seminars, and
workshops, including one to be held immediately before or after
adjournment of the Annual Business Meeting.
4. District Meetings. Meetings may be held within the State of
Texas by a District Representative or any Officer for the purpose of
enlisting membership. No Corporation affairs shall be discussed or voted
upon at such meetings. Permission for area meetings must be requested in
writing to President at least thirty (30) days in advance.
5. Special Meetings. Special meetings of the members may be
called by the President, the Board of Directors, or by not less than
one-tenth (1/10) of the current members. Notice of such special meetings
must be sent to the members, or published in the quarterly, not less than
ten days nor more than one hundred twenty (120) days prior to such called
6. Board Meetings. The Board of Directors and Executive Board
shall meet as frequently as the business of the Corporation may require.
The Board of Directors must meet annually prior to the Annual Business
Meeting. The Executive Board must meet at least twice a year. The
business of the boards must be recorded in detail in the minutes of the
board and retained for the Corporation by the Secretary.
QUORUM, VOTING, ELECTIONS
1. Quorums. At any general meeting of the Corporation, the
presence of ten (10) members in person shall be necessary to constitute a
quorum for all purposes, except as otherwise provided, and a vote of a
majority of those members present shall be required on all matters, except
as may be otherwise specifically provided by these Bylaws. At any meeting
of the Board of Directors, one-half (½) of the members in person shall be
necessary to constitute a quorum. At any meeting of the Executive Board
of, two-thirds (2-3) of the members in person or by teleconference shall
be necessary to constitute a quorum.
2. Voting. At every meeting each members present shall be
entitled to one (1) vote except Honorary Members and Associate Members who
may not vote. Partner Societies of less than ninety-nine members will be
allowed one (1) vote. Larger societies will be allowed an additional one
(1) vote for each additional one hundred (100) members or fraction
thereof. No Partner Society will be allowed more than five (5) votes.
Partner Society delegates and the society’s latest membership list will be
certified prior to the meeting and the delegates will be introduced during
the meeting. Vote may be by voice or by hand, but upon the demand of any
member the vote upon any question shall be by ballot.
3. Elections. At each election meeting the President shall
appoint an Election Captain for the purpose of ascertaining a true and
correct count. The Nominating Committee shall present nominations during
the Annual Business Meeting, after which further nominations, with the
consent of the nominee, may be received from the general membership. When
the nominations are closed a vote shall be taken and the Election
Captain’s findings shall be reported to the assembled body. Persons
receiving the greatest number of votes for each office shall be declared
elected and the results will be recorded in the Minutes of the Annual
EXECUTIVE DIRECTOR AND STAFF
Board of Directors shall have the authority to engage the services of an
Executive Director to carry out the organization, administration, and
coordination of the Corporation’s activities. Such Executive Director
shall be the chief operating officer of the Corporation and shall serve at
the pleasure of the Board of Directors. In accordance with an agreement
negotiated by the Board of Directors, the Executive Director shall have
the authority to manage and direct the operations of the Corporation,
including the power of appointing and discharging the professional staff
and all employees of the Corporation according to the policies established
by the Board of Directors.
1. Official Files. The official files of the Corporation are the
following: 1) Charters from the State of Texas; 2) Documents establishing
tax-exempt status with the State or the United State Government; 3)
Bylaws; 4) Annual Budget and Project Plans; 6) Minutes of Annual Business
Meetings; 6) Minutes of Executive Board Meetings; 7) Minutes of Board of
Directors Meetings; 8) Membership Lists; 9) Copies of Life and Honorary
Membership Certificates; 10)Accounting Records and supporting Vouchers
Files; 11) Quarterly Financial Statements; 12) Audit Reports with attached
Annual Financial Reports; 13) Capital Equipment Records; 14) Texas State
Genealogical Society’s Scrapbooks; 15) Quarterlies and Newsletters.
2. Files Retention. The above files will be closed-out on the 31st
of December. Current and previous year files will be retained by the
applicable Officer or Committee Chairperson. Older files will be boxed,
labeled, and transferred to the Archivist. The Executive Board may
authorize funds to defer storage costs. Files three (3) years old will be
reviewed by the Executive Board and documents not required for legal or
tax purposes will be disposed of, except for the following permanent
files; 1) Charters and Papers establishing Tax-exempt Status; 2) Past
Annual Budge and Project Plans; 3) Past Minutes of Annual Business,
Executive Board, and Board of Directors Meetings; 4) Past Audit Reports
and Annual Financial Reports; 5)Copies of Life and Honorary Membership
Certificates; 6) Texas State Genealogical Society’s Scrapbooks; 7) Past
Quarterlies and Newsletters.
order to ensure that members are adequately informed of decisions made,
along with the associated cost, the following shall be published in
Stripes; the Annual Budget and Project Plan; minutes of the Annual
Business Meeting and the Executive Board and Board of Directors meetings;
and the Annual Audit Report and Financial Statement.
1. Endangering Tax-exempt Status. No member or employee of the
Corporation shall take any action or carry on any activity on behalf of
the Corporation that would place the Corporation in jeopardy as to its tax
exempt status with the State of Texas or the Government of the United
2. Prohibition Against Indicating Affiliation. No member or
activity which engages in the collection of funds for services of any kind
may indicate an affiliation with the Corporation, or use the Logo, Seal,
equipment, data, or funds of the Corporation without the prior written
approval of the Board of Directors.
3. Prohibition Against Sharing in Corporation Earnings. No member
or employee or any person connected with the Corporation, or any other
private individual shall receive at any time any of the net earnings or
pecuniary benefit from the operation of the Corporation, provided that
this shall not prevent the payment to any such person such reasonable
compensation for services to the Corporation. No such person or persons
shall be entitled to share in the distribution of any of the Corporate
assets upon the dissolution of the Corporation.
members of the Corporation shall deem, consent, and agree, that
dissolution of the Corporation, be it voluntary or involuntary, be
necessary, the assets of the Corporation, after all debts have been
satisfied, shall be distributed, transferred, conveyed, delivered, and
paid over in such amounts as the Board of Directors may determine or as
may be determined by a court of competent jurisdiction upon application of
the Board of Directors, exclusively to genealogical, historical, literary,
or educational organizations which would then qualify under the provisions
of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as
they now exist or as they may hereafter be amended.
Bylaws may be altered, amended, revised, or repealed at any meeting of the
members of The Corporation by a majority vote of all members present and
voting or by written ballot provided that the proposed action is announced
to the membership no later than the September publication of Stripes.
Bylaws supercede all Bylaws, Amendments and Revisions to date.
Amended 9th November 2001 - Effective 1st January
Hendricks Dunquez, President 2002 - 2003