By-Laws Approved on Oct 5, 2007

Previous By-Laws

As Approved October 4, 2003 and amendments as noted.

Article 1: Name and Location

Section 1.1 The name of the corporation is the Iowa Genealogical Society.

Section 1.2 The principal office of the Society is to be located in Polk County, Iowa.

Article 2: Purpose

Section 2.1 To create and foster interest in genealogy.

Section 2.2 To gather and preserve genealogical and historical data particularly with respect to our ancestors and the founders and early settlers of Iowa and our country.

Section 2.3 To aid individuals in their genealogical research and in compiling their family history.

Section 2.4 To establish and maintain a genealogical library through contributions, donations, exchanges, and purchases.

Section 2.5 To publish a magazine, which shall bear the title Hawkeye Heritage. This publication shall contain Iowa related subject matter, data, and information of genealogical nature, helpful to those doing their genealogical research.

Section 2.6 To improve the availability and access to public records.

Article 3: Membership

Section 3.1 Membership shall be open to all who are interested in genealogical, biographical, and historical research.

Section 3.2 The Society's fiscal year shall be a calendar year and the membership year shall be the month a member joins, and becomes delinquent the following year. Those members with delinquent memberships shall be notified in writing. Only paid members of the Society may vote, hold office, be members of a committee, and be library volunteers. Each membership is entitled to the Hawkeye Heritage, the Newsletter, and free use of the Society Library. Amended  7 Oct 2005

Section 3.3 Dues of the Society shall be set by the Board and announced in the Hawkeye Heritage, the Newsletter, or at the annual meeting, at the time of change. Any increase in yearly dues must be approved by a majority of members voting at the annual meeting.

Section 3.4 There shall be two classifications of membership, Individual and Family. A family membership is entitled to only one vote.

Article 4: Officers

Section 4.1 The elected officers shall be: President, First Vice-President, Second Vice-President, Secretary, Treasurer and Regional Representatives. These officers shall be elected for a two-year term and not serve for more than two consecutive terms in the same office. The elected officers as named above and a Past President shall constitute the Board of directors, hereafter referred to as "the Board". Elected officers shall serve no more than a total of four  consecutive terms on the Board. Amended  7 Oct 2005

Section 4.2 The position of Past President is filled at the discretion of the President, and is a non voting member of the Board.

Section 4.3 Any officer, who fails to pay Society dues after 30 days from their due date, shall receive a written reminder. If said officer still has not paid dues within the next 30 days, the officer shall be considered to have resigned the office held, and the position shall be filled by appointment by the president with approval of the Board.

Section 4.4 An individual may only hold one (1) office at any given time. Added  7 Oct 2005

Section 4.5 The term of office begins with the adjournment of the Annual Meeting. Added  7 Oct 2005

Section 4.6 If an individual is appointed to fill a vacant office and serves more than one-half of the term the office holder will be considered to have served a full term. Added  7 Oct 2005

Article 5: Duties of Officers

Section 5.1 The President shall be the principal executive officer and shall be the official spokesperson for the Society. The President shall preside at all meetings of the Society and the Board and, except as otherwise provided, appoint all committee chairpersons with the approval of the Board. The President shall be an ex-officio member of all committees, except the Nomination Committee.

Section 5.2 The First Vice-President shall assist the President and assume the duties of the President in the absence of the President, and shall chair the Program Committee.

Section 5.3 The Second Vice-President shall assist the First Vice-President with the Program Committee.

Section 5.4 The Secretary shall maintain a record of the proceedings of each meeting of the Society of the Board, and of the Executive Board. Minutes of Board meetings shall be distributed within one week to members of the Board and the Newsletter Editor. A copy of the minutes shall be on file at the IGS office and be available to members. Amended  7 Oct 2005

Section 5.5 The Treasurer shall have custody of the funds of the Society, and shall have them deposited in a bank or banks approved by the Board, and shall make disbursements as approved and directed by the Board. The Treasurer shall prepare a statement of financial condition to be presented to the Board at each meeting, and be a part of the minutes. A detailed statement showing receipts and expenditures for the prior year and the current year to date is to be given to members at the Annual Meeting. The records of the Treasurer shall be audited by March 1 each year. Amended  7 Oct 2005

Section 5.6 The Regional Representatives shall act as liaisons between Chapters, members of the Society and the Board, and shall live in or be a member of a chapter in the Region they represent.

Section 5.7 The officers shall turn over all records and correspondence pertaining to their respective offices to their successors fifteen days prior to their term of office expiring. In event of resignation, the officer shall turn over all records for his/her respective office to the President within fifteen days.

Section 5.8 An Executive Board shall consist of the President, 1st Vice-President, 2nd Vice-President, Secretary, Treasurer, and one of the Regional Representatives. The Regional Representatives shall elect the Regional Representative on this committee.

Article 6: Advisory Council

Section 6.1 An Advisory Council appointed by the President with the approval of the Board shall serve at the pleasure of the Board in an advisory capacity, and have no motion or voting privileges.

Article 7: Appointees and Paid Staff

Section 7.1 Appointees, who shall be members of the Society, and shall be appointed by the President with the approval of the Board, are: Editor of Hawkeye Heritage, Newsletter Editor, Parliamentarian, Historian, Revenue Sharing Coordinator, and such other appointees as the Board deems necessary. These appointees shall attend Board meetings but without a vote.

Section 7.2 Paid staff persons (Executive Director and Librarians and any others deemed necessary by the Board) shall be hired by the Board, and may be removed by the Board for failure to perform duties as set forth in that person's job description.

Section 7.3 The Executive Director shall be responsible to the President for implementing the directives of the Board and Society, and shall act in accordance with the duties as set forth in the job description.

Section 7.4 The Librarian shall be responsible for all library possessions of the Society, and maintain a catalogue of them. The Librarian, with the Library Committee, shall propose library policy that is subject to the approval of the Board. The Librarian shall act in accord with the duties as set forth in the job description. Amended  7 Oct 2005

Article 8: Powers and Duties of Board and Executive Board

Section 8.1 The Board shall control and manage the affairs and funds of the Society. The Board is subject to the will of the Society and none of its acts shall conflict with the action taken by the Society.

Section 8.2 The Board shall conduct the business of the Society between Annual meetings. It shall have the responsibility and authority to fill vacancies of elected officers.

Section 8.3 The Board shall have power to create, appoint, and discharge any appointee or committee, and prescribe their duties in connection with the affairs and property of the Society.

Section 8.4 The Board's approved minutes shall be available at the business meetings of the Society.

Section 8.5 A majority of the Board members shall constitute a quorum.

Section 8.6 The Executive Board shall meet to review committee reports, make recommendations to the Board, and address other business in a timely fashion.

Article 9: Committees

Section 9.1 A Nominating Committee of five or more members shall be elected by plurality vote of the membership at the annual meeting to serve for the ensuing year. Each Regional Representative shall nominate one or more members of the society to stand for election to this committee. Those nominated must have agreed to serve if elected. No current officer may serve on this committee. The names of those nominated to the nomination committee for the next year shall be presented to the current nominating committee by July 1. The President shall name one of those elected to serve as temporary chairperson to call the first meeting no later than February. If five members of this committee cannot act, the President will request nominees from the IGS regions not represented and they must be approved by the Board of Directors. The Committee shall: select a permanent Chairperson, meet as required, prepare a list of qualified members who have agreed to serve as officers for the next elected term, present a list of nominees and other facts including nominee biographies to the Election Committee by July 15. Amended  7 Oct 2005

Section 9.2 An Election Committee shall be appointed by the President with the approval of the Board. The committee shall prepare ballots showing the nominees for each office as submitted by the Nominating committee and provide for write-in space for each office. The ballots must be received 15 days prior to the Annual Meeting at the Iowa Genealogical Society office. The Committee shall tally the returns and present the results to the membership at the Annual Meeting, with the results being made a part of the business of that meeting. Plurality votes shall elect.

Section 9.3 The Auditing Committee shall be appointed by the President. This committee shall audit the records of the Treasurer by March 1, and report findings to the Board at the first regular Board meeting after March 1.

Section 9.4 The Budget Committee shall be chaired by the President and shall include the President-elect, the Treasurer and the Executive Director. This committee shall present a proposed budget to the Board for its approval at the first Board meeting of the calendar year.

Section 9.5 A Library Committee shall be composed of one Board member, two library volunteers, and two members at large, with the Librarian as ex-officio. This committee shall make decisions on library policies and procedures, and make recommendations to the Board.

Section 9.6 A Bylaw Committee of no fewer than five members shall review bylaws as necessary and report to the Board.

Section 9.7 A Program committee shall be composed of First Vice-president, (the Chair), Second Vice-president, Executive Director, and others as appointed. This committee is responsible for conferences. Added  7 Oct 2005

Article 10: Chapters and Regions

Section 10.1 Any group of genealogists consisting of some Iowa Genealogical Society members may apply to be a Chapter of the Iowa Genealogical Society and, upon approval of the Board, use after their name, "A Chapter of Iowa Genealogical Society". Each Chapter is responsible for keeping records that show which of their members are also members of the Iowa Genealogical Society.

Section 10.2 The State of Iowa shall be divided into a minimum of nine regions.

Article 11: Meetings

Section 11.1 A Conference shall be held yearly as determined by the Program Committee, with the approval of the Board.

Section 11.2 An Annual Meeting shall be held in October of every year.

Section 11.3 The Board shall meet quarterly.

Section 11.4 The President or eight (8)  members of the Board, upon written notice to all board members, may call a Special Meeting of the Society's Board. Added  7 Oct 2005

Section 11.5 A special meeting of the Society will be called when written petitions are  presented. The petition is to describe the specific business to be transacted. The number of names on this petition must be equal to or greater than sixty (60) percent of the number of ballots cast in the most recent election. Written notice of special meetings will be mailed to the membership at least 14 days but no more than 30 days before the meeting. Added  7 Oct 2005

Section 11.6 The time and place of any board, and/or executive board meeting shall be published in the Society's newsletter and on the Society' web site. This publication is to be done 2 weeks prior to the meeting. Added  7 Oct 2005

Section 11.7 All meetings are open to the general Society membership, except where there are personnel issues. Added  7 Oct 2005

Article 12: Indemnification of Officers

Section 13.1 Every person who is or has been an officer of this Corporation shall be indemnified and held harmless by the Corporation from and against all costs and expenses which may be imposed upon or incurred by him/her in connection with or arising out of any claim, action, suit, or proceeding in which he/she may be involved by reason of his/her being or having been an officer of this Corporation whether or not he/she continues to be an officer at the time such costs and expenses are imposed or incurred. As used herein, the term "costs and expenses" shall include, but shall not be limited: to Board fees and amounts of judgments against, and amounts paid in settlement of any such officer, other than amounts paid to the Corporation itself; provided, however, that no such officer shall be so indemnified: (1) with respect to any matter as to which such officer shall, in any such action, suit or proceeding to be finally adjudged to be liable for misconduct in performance of his/her duties of an officer; or, (2) in the event of a settlement of any such claim, action, suit or proceeding, unless (a) such settlement shall, with knowledge of the indemnification provided for hereby, be provided by the court having jurisdiction of such action, suit, or proceedings; or (b) such settlement shall have been made upon the written opinion of independent legal counsel, selected by or in a manner determined by the Board, to the effect that there is no reasonable ground of liability for misconduct on the part of such officer and that the entire cost of such settlement will not substantially exceed the estimated cost of defending such claim, action, suit or proceeding to a final conclusion. The foregoing rights of indemnification shall not be exclusive of other rights to which any such officer may be entitled as a matter of law.

Article 13: Exemption of Officer from Personal Liability

The private property of all officers of this Corporation shall be wholly exempt from liability for any and all debts, obligations, and liabilities of the Corporation.

Article 14: Property

Property of the Society lost, damaged, or destroyed shall be replaced or paid for by the person responsible for the loss, or covered by insurance.

Article 15: Rules of Order

The current edition of "Robert's Rules of Order" shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and special Rules of Order the Society may adopt.

Article 16: Amendments

Proposed amendments to these bylaws must be presented in writing to the Bylaw Committee before Feb. 1. After approval by the Board, they shall be distributed to the general membership at least fourteen (14) days prior to the annual meeting. These amendments will be presented at the Annual Meeting to the membership of the Society, when a vote on the amendments shall be taken. Following the Annual Meeting, members shall be notified in a Society publication of the amendments approved.  Amended  7 Oct 2005

Standing Rules

1. The first year of this Society will be from the date of organization until November 1966.
2. All members joining the Society during the first year shall be considered charter members.
3. All Iowa Genealogical Society officers shall be reimbursed for the following expenses of official business:
1. Telephone calls.
2. Document copying.
3. Postage.
4. Auto mileage expense to be paid after the reduction of the first and last 40 miles to attend an official meeting at the current Federal non-profit rate, or an annual rate approved by the Board, at the first board meeting each year.
5. Officer reimbursement expenses must be sent to the Treasurer within 30 days of each ending quarter, using the proper Iowa Genealogical Society expense form. Any officer, who does not submit an expense form, will have their expenses considered a donation.
4. Endowment Fund: Encourage donations to the current endowment fund that can only be spent by the membership. Annual interest earned by the fund shall be distributed on a 50/50% basis with a special projects fund, approved by the Board, and the undistributed portion of the fund. If no special project account is formed that share shall remain in the undistributed portion of the fund.

These revised Articles are hereby approved and amended by the membership of The Iowa Genealogical Society at the annual meeting this 7th day of October, year of 2005.

President of the Board _______________________

Secretary of the Board _______________________