BY-LAWS OF THE GENEALOGICAL FORUM OF OREGON, INC.

as amended November, 2007

ARTICLE I: NAME

The name of this organization shall be GENEALOGICAL FORUM OF OREGON, INC.

ARTICLE II: PURPOSES AND OBJECTIVES

The purposes of this organization shall be to educate, to record, and to preserve genealogical and historical records and information.

The objectives of this organization shall be to instruct in research, to create an interest in genealogy, and to share, to compile, and to publish genealogical and historical materials.

ARTICLE III: MEMBERSHIP

3.1 Membership in the Forum is open to any person or institution interested in genealogy and history, upon payment of current dues.

3.2 Membership in the Forum shall consist of two classes, individual and institutional. The Board shall define membership classifications and dues as required to address organizational needs.

3.3 Only individual members of the Forum shall have the privilege of making motions and debating issues at membership meetings, and voting and holding office.

ARTICLE IV: MEMBERSHIP MEETINGS

4.1 General membership meetings of the Forum shall take place as ordered by the Board of Directors; but no less often than quarterly. A general membership meeting shall take place in March.

4.2 The annual membership meeting of the Forum shall take place during June of each year.

4.3 A quorum at any annual or general membership meeting shall consist of the members present.

ARTICLE V: BOARD OF DIRECTORS

5.1 The Board of Directors (Board) shall consist of the elected and appointed officers of the Forum:

5.1.1 Elected Officers of the Forum are: President, Vice-President, Secretary, Treasurer, and two (2) Directors-at-large.

5.1.2 The immediate Past President of the Forum may serve as a Board member for the first year after the end of his/her term.

5.2 The Board shall have the following duties:

5.2.1 Determination of the time and location of General membership meetings, but it may not without amendment to these by-laws alter the month of the annual membership meeting.

5.2.2 Creation of committees to carry out the business, purposes and objectives of the Forum;

5.2.2.1 The committee chairs may be selected either by the President with the approval of the Board, or by the Board;

5.2.2.2 The other members of the committees may be selected by the chair or by the Board;

5.2.3 Appointment of a Financial Review Committee which shall review the Treasurer's accounts, books and records at the close of each fiscal year, and report its findings to the Board by September 30.

5.2.4 Manage all of the business of the Forum, including the power and duty to schedule Board meetings The Board may not modify any action taken by the membership of the Forum in a general, annual, or special membership meeting except for minor budget adjustments.

5.3 The Board shall meet at such times as may be called by the President of the Forum, but not less often than quarterly.

5.4 A majority of the members of the Board shall constitute a quorum for the conduct of any business.

5.5 The Board may act by electronic communication or by mail ballot, so long as a quorum exists and a majority of the quorum agrees upon the action taken.

ARTICLE VI: ELECTION OF OFFICERS

6.1 Prior to its December meeting each year, the Board shall appoint a nominating committee of three (3) to five (5) non-Board members. The nominating committee shall select a chairman and a secretary from its number. The nominating committee shall nominate eligible candidates for each office, except it shall not nominate candidates for directors-at-large.

6.2 The report of the nominating committee shall be presented to the board prior to January thirty-first (31st), and shall be published prior to March first (1st). Other nominations may be made from the floor at the March general membership meeting with the prior consent of such nominee. Thereafter, the President shall declare the nominations closed at the March general membership meeting.

6.3 Directors-at-large shall be nominated from the floor at the March general membership meeting and/or by mail prior to the March general membership meeting. Mail nominations shall be addressed to the Secretary of the Forum and shall be read at the March general membership meeting. All nominations shall be made only with the express prior consent of the nominee.

6.4 Officers of the Forum shall be elected by a mail ballot.

6.4.1 The mail ballot shall be prepared and printed under the direction of the Secretary of the Forum. The mail ballot may be accompanied by a short biography of each candidate for each office.

6.4.2 The ballot shall be mailed prior to April tenth (10th) to all individual members of the Forum. Mailing shall take place under the direction of the Secretary of the Forum.

6.4.3 All ballots shall be returned no later than the close of business on the first Monday in May. Any ballot received later than that time and date shall not be counted in any election. For purposes of this section, "returned" means delivered physically to, and received by, the Secretary of the Forum or his/her nominee at Forum headquarters, either by hand delivery or by postal delivery.

6.5 In the event of a contested office, the candidate receiving the most eligible votes shall be declared the winner, even if he/she does not receive a majority of all votes cast for that office.

6.6 All officers shall be installed at the annual membership meeting in June.

6.7 All officers of the Forum shall serve in that office for a term of two years and until their successor is duly elected or appointed.

6.7.1 In no case shall any elected officer of the Forum serve more than two consecutive terms except at the express request of the Board.

6.7.2 No person shall hold more than one elected office simultaneously.

6.8 Any vacancy in any elected office occurring between annual membership meeting dates shall be filled by the Board of Directors. Any such person shall hold the office until the next annual membership meeting and until his/her successor is elected.

ARTICLE VII: DUTIES OF ELECTED OFFICERS

7.1 The Board shall operate on a division of responsibility or 'commission' form of government, with each Director (including officers) taking responsibility for management and oversight of one or more Forum functions as assigned by the President.

7.2 Duties of the President.

7.2.1 The President shall preside at all meetings of the Board of Directors and all general membership meetings including the annual membership meeting.

7.2.2 The President shall serve as an ex officio member of each Forum Committee except the Nominating Committee.

7.2.3 The President shall perform such other duties as are expressed in these By-Laws and/or in any published governing rules of the Forum, and such other duties as properly pertain to the office of President.

7.3 Duties of the Vice-President

7.3.1 The Vice-President shall serve as the President of the Forum in the absence or incapacity of the President, and shall assume all the duties of the President in such event. In addition, he/she shall perform any other duties assigned to him/her by the President.

7.4 Duties of the Secretary

7.4.1 The Secretary shall keep a complete and correct record of all proceedings of the Forum including, but not limited to, all general membership meetings and Board meetings. Records of all proceedings shall be kept in record books designed for these specific purposes.

7.4.2 The Secretary shall conduct the official correspondence of the Forum, and shall send all official Forum notices except notices regarding dues.

7.4.3 The Secretary shall carry out all other duties normally ascribed to the Corporate Secretary of a non-profit corporation.

7.5 Duties of the Treasurer

7.5.1 The Treasurer shall receive and account for all monies of the Forum, and keep a current and accurate record of all receipts and expenditures.

7.5.2 The Treasurer shall pay out funds of the Forum in the normal course of business as directed by the Board through the budget process, or by resolution.

7.5.3 The Treasurer shall serve as a member of all Forum committees dealing with financial matters except the Financial Review Committee.

7.5.3.1 The Treasurer shall be an ex officio, non-voting member of the Endowment Committee.

7.5.4 The Treasurer shall present a current statement of account at every Board meeting, the annual membership meeting, and at such other times as requested by the Board.

7.6 Directors-at-large shall specifically represent the general membership of the Forum.

ARTICLE VIII: APPOINTIVE POSITIONS

8.1 The Board shall appoint the following positions annually: Library Director; Publisher; Editorial Director; and Membership Director. Only individual Forum members in good standing may be appointed to these offices.

8.1.1 The Library Director shall be responsible for keeping books, papers, and other property of the Forum library in a safe and useful condition. The Library Director shall acquire, solicit and accept genealogical and historical material for the Forum, and shall catalog and keep accurate records of all such material.

8.1.2 The Publisher shall coordinate the production of all Forum publications.

8.1.3 The Editorial Director shall be responsible for the preparation of Forum periodicals.

8.1.4 The Membership Director shall be responsible for membership development and services.

8.2 The Board may appoint, without limitation, such other officers as it deems necessary. Such appointed officers shall serve at the pleasure of the Board.

ARTICLE IX: BUDGET AND FINANCE

9.1 The President shall appoint a Budget and Finance Committee.

9.2 The Budget and Finance Committee shall prepare and submit a budget for the next fiscal year to the Board prior to March thirty-first (31st).

9.2.1 If the Board generally approves the budget so presented, it shall order a tentative approval subject to a later vote by the membership of the Forum.

9.2.2 The proposed budget, together with the tentative approval of the Board, shall be presented for final approval at the annual membership meeting.

9.3 The Budget and Finance Committee shall make periodic reviews of the Forum financial statements, and shall report its findings to the Board of Directors.

9.4 The Forum fiscal year shall commence on July 1 and close on June 30.

ARTICLE X: ENDOWMENT FUND

10.1 The Forum shall maintain the Endowment Fund in perpetuity.

10.2 The Forum Endowment Fund shall be maintained and administered according to the Genealogical Forum of Oregon, Inc. Endowment Fund Operating Plan.

ARTICLE XI: FORUM PROPERTY AND LIABILITY

11.1 No Forum officer, Director, or individual member charged with the care of any Forum property shall be required to replace or pay any damages or other amounts for any property which is lost, damaged, or destroyed while in the custody, control or responsible possession of such person, unless such person is guilty of gross negligence, willful or wanton misconduct, or intentional malfeasance.

11.2 Upon leaving office, all officers (elected and appointed) and committee chairs shall deliver promptly to their successors in office or the Forum President all monies, accounts, books, records, papers, keys and all other property belonging or related to the Forum which they have in their actual or constructive possession.

ARTICLE XII: RULES OF PARLIAMENTARY PROCEDURE

12.1 The rules contained in the current edition of Robert's Rules of Order shall govern the Forum proceedings in all cases to which they are applicable and in which they are consistent with these By-Laws and any special rules of order which the Forum may adopt.

ARTICLE XIII: DISSOLUTION

13.1 The Forum may voluntarily dissolve and terminate its affairs pursuant to the process set forth in ORS 65.621 - 65.644. In such case, the dissolution, including any Articles of Dissolution, must be approved both by a majority of the Board, and by the lesser of two-thirds of the votes cast by the individual members voting or a majority of the individual members possessing voting power.

13.2 In the event of dissolution, the Board shall first apply any corporate assets to the payment of all outstanding liabilities and legal obligations as required by law. The Board shall then distribute any residual assets to the Oregon Historical Society, or to any such other organization or entity possessing purposes and objectives similar to and compatible with the Forum, so long as such alternative distribution is approved by the majority of the Board, and by the lesser of two-thirds of the vote cast by the individual members voting or a majority of the individual members possessing voting power.

ARTICLE XIV: AMENDMENTS

14.1 These By-Laws, and the Articles of Incorporation, may be amended only by the manner specified in this Article.

14.2 The Board shall adopt a resolution setting forth the proposed amendment and directing that it be read to the individual members at a general membership meeting or at a Special membership meeting.

14.3 Thereafter, the Secretary shall direct a written or printed notice to be prepared and mailed to all individual members.

14.3.1 The notice shall contain the proposed amendment or a fair summary of the changes to be effected by that amendment, together with a mail ballot soliciting a vote on the proposed amendment.

14.3.2 The ballot shall be clearly dated, and mailed within one business day of the date appearing thereon.

14.3.3 Only ballots voted and returned and received at Forum headquarters no later than close of business on the twenty-first (21st) day following the date printed on the ballot shall be counted.

14.4 Adoption of the proposed amendment requires an affirmative vote of two-thirds of the votes cast by the individual members of the Forum.