The name of this organization shall be GENEALOGICAL FORUM OF OREGON, INC., a non-profit corporation incorporated under the laws of the State of Oregon and independent of any other organization.
The purposes of this organization shall be to educate, to record, and to preserve genealogical and historical records and information, and generally to engage in any lawful activity permitted by the State of Oregon to non-profit corporations if such activity is reasonably related to these purposes.
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, all on a non-profit basis with a vision of developing and increasing interest in genealogical and historical studies and preservation.
The following definitions apply to these by-laws:
3.1 "Advisory Council" means the Advisory Council of the Genealogical Forum of Oregon, Inc. then serving.
3.2 "Annual Membership Meeting" means the annual meeting of the membership of the Genealogical Forum of Oregon, Inc.
3.3 "Board of Directors" means the Board of Directors of the Genealogical Forum of Oregon, Inc. then serving.
3.4 "Forum" means Genealogical Forum of Oregon, Inc.
3.5 "General Membership Meeting" means a regular meeting of the members of the Genealogical Forum of Oregon, Inc.
4.1 Membership in the Forum is open to any person or institution interested in genealogy and history, upon payment of current dues.
4.2 Membership in the Forum shall consist of two classes, personal and institutional.
4.2.1 Personal members of the Forum are individuals whose dues are current.
4.2.2 Institutional members of the Forum are organizations and institutions which exchange periodicals or which subscribe at the current rate.
4.3 Only personal members of the Forum shall have the privilege of making motions, debating issues, voting, and holding office.
5.1 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.
5.2 The annual membership meeting of the Forum shall take place during June of each year.
5.3 A quorum at any annual or general membership meeting shall consist of at least forty (40) personal members of the Forum.
6.1 The Board of Directors of the Forum shall consist of the following elective and appointed officers of the Forum:
6.1.1 Elected Officers of the Forum to serve on the Board of Directors are: President, First Vice-President, Second Vice-President, Third Vice-President, Secretary, Treasurer, and two (2) Directors-at-large.
6.1.2 Appointed Officers of the Forum to serve on the Board of Directors are: Library Director, Publisher, and Editorial Director.
6.1.3 The immediate Past President of the Forum shall serve ex officio in an advisory capacity for the first year after the end of his/her term, and shall receive full notice of all Board of Directors' meetings. He/she shall not have the right to vote on any issue or matter brought before the Board of Directors.
6.1.4 Each officer shall act as a Director for as long as she/he holds that respective office. In the event of co-Directors of any of these appointed positions, there shall be a single vote for the office.
6.2 The Board of Directors shall have the following duties:
6.2.1 Determination of the time and location of Advisory Council meetings;
6.2.2 Determination of the time and location of General membership meetings, but it may not without amendment to these by-laws alter the time of the annual membership meeting.
6.2.3 Creation of committees to carry out the business, purposes and objectives of the Forum;
6.2.3.1 The committee chairmen may be selected either by the President with the approval of the Board of Directors, or by the Board of Directors, as the Board of Directors shall determine in each instance;
6.2.3.2 The other members of the committees may be selected by the chairman, or by the Board of Directors, as the Board of Directors shall determine in each instance;
6.2.4 Appointment of a Financial Review Committee which shall review the Treasurer's accounts, books and records at the close of the fiscal year, and report their findings to the Board of Directors within a reasonable time thereafter;
6.2.5 Generally, to manage all of the business affairs of the Forum, including the power and duty to act with regard to the business affairs of the Forum between regularly-scheduled Board of Directors meetings either by Special meeting or by Consent Minutes, except that the Board of Directors may not take any action modifying any action taken by the membership of the Forum in a general membership meeting or an annual membership meeting.
6.3 The Board of Directors shall meet at such times as may be called by the President of the Forum, but not less often than quarterly.
6.4 A majority of the members of the Board of Directors shall constitute a quorum for the conduct of any business.
6.5 The Board of Directors may act by consent minutes, by telephone conference call, or by mail ballot, so long as a quorum exists and a majority of the quorum agree upon the action taken and, if by mail or consent minutes, signify their consent in a signed writing.
7.1 Prior to the December meeting of the Board of Directors ("Board") 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.
7.2 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.
7.3 Two (2) 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.
7.4 Officers of the Forum shall be elected by a mail ballot.
7.4.1 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.
7.4.2 The ballot shall be mailed prior to April tenth (10th) to all personal members of the Forum. Mailing shall take place under the direction of the Secretary of the Forum.
7.4.3 All ballots shall be returned no later than 3:00 p.m. 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.
7.5 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.
7.6 All officers shall be installed at the annual membership meeting in June following the receipt and counting of the May ballot.
7.7 All officers of the Forum shall serve in that office for a term of one year and until their successor is duly elected or appointed.
7.7.1 In no case shall any elected officer of the Forum serve more than three (3) consecutive years except at the express request of the Board of Directors and approval of the Advisory Council.
7.7.2 No person shall hold more than one office simultaneously.
7.8 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 and qualified.
8.1 The elected officers of the Forum are: President; First Vice-President; Second Vice-President; Third Vice-President; Secretary; Treasurer; and two (2) Directors-at-large.
8.2 The Board of Directors shall operate, as nearly as possible, 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.
8.2.1 In appointing tasks and responsibilities to various officers and Directors, the President shall give due regard to the needs of the Forum and the particular talents and availability of the various officers and Directors.
8.3 Duties of the President.
8.3.1 The President shall preside at all meetings of the Board of Directors, all meetings of the Advisory Council, and all general membership meetings including the annual membership meeting.
8.3.2 The President shall serve as an ex officio member of each Forum Committee except the Nominating Committee.
8.3.3 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.
8.4 Duties of the First Vice-President
8.4.1 The First 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.
8.5 Duties of the Second Vice-President and Third Vice-President
8.5.1 The Second Vice-President and the Third Vice-President shall perform such duties as assigned to them by the President.
8.6 Duties of the Secretary
8.6.1 The Secretary shall keep a complete and correct record of all proceedings of the Forum including, but not limited to, all general membership meetings, all Board of Directors meetings, and all Advisory Council meetings. Records of all proceedings shall be kept in record books designed for these specific purposes.
8.6.2 The Secretary shall conduct the official correspondence of the Forum, and shall send all official Forum notices except notices regarding dues.
8.6.3 The Secretary shall carry out all other duties normally ascribed to the Corporate Secretary of a non-profit corporation, together with any such duties as assigned to him/her by the President.
8.7 Duties of the Treasurer
8.7.1 The Treasurer shall receive and account for all monies of the Forum, and he/she shall keep a current and accurate record of all receipts and expenditures.
8.7.2 The Treasurer shall pay out funds of the Forum in the normal course of business as directed by the Board of Directors through the budget process, or otherwise by resolution.
8.7.3 The Treasurer shall serve as a member of all Forum committees dealing with financial matters except the Financial Review Committee.
8.7.3.1 The Treasurer shall be an ex officio, non-voting member only of the Endowment Committee.
8.7.4 The Treasurer shall present a current statement of account at every general membership meeting (including the annual membership meeting), and at such other times as requested by the Board of Directors.
8.7.4.1 The Treasurer shall present a tentative yearly report at each annual membership meeting.
8.7.4.2 The Treasurer shall present the final annual report to the Advisory Council prior to September first (1st). That final annual report shall be read at the next general membership meeting thereafter.
8.8 Directors-at-large shall specifically represent the general membership of the Forum.
8.9 The Board of Directors shall order and obtain an annual review of all financial records of the Forum, including all of the Treasurer's accounts and records.
9.1 The Board of Directors shall appoint the following positions annually: Library Director; Publisher; and Editorial Director. Only personal Forum members in good standing may be appointed to these offices. These three officers shall be voting members of the Board of Directors during their term of office.
9.1.1 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.
9.1.2 The Publisher shall manage all Forum publications.
9.1.3 The Editorial Director shall be responsible for the preparation of Forum periodicals.
9.2 The Board of Directors may appoint, without limitation, a Parliamentarian and a Legal Counsel, together with such other officers as it deems necessary. Such appointed officers shall serve at the pleasure of the Board of Directors.
10.1 The Forum Advisory Council shall consist of all officers, both elective and appointed, of the Forum, and the Chairmen of all Forum committees.
10.2 The Advisory Council shall have the following powers and duties:
10.2.1 Advise the Board of Directors in matters of policy;
10.2.2 Review plans and work of Forum committees;
10.2.3 Meet at such times as called by the President but not less often than quarterly;
10.2.4 Transact any other business and carry out any other obligations assigned or referred to it by the Board of Directors.
11.1 The President shall appoint a Budget and Finance Committee.
11.2 The Budget and Finance Committee shall prepare and submit a budget for the next fiscal year to the Board of Directors prior to March thirty-first (31st).
11.2.1 If the Board of Directors generally approves the budget so presented, it shall order a tentative approval subject to a later vote by the membership of the Forum.
11.2.2 The proposed budget, together with the tentative approval of the Board of Directors, shall be presented for final approval at the annual membership meeting.
11.3 The Budget and Finance Committee shall make periodic reviews of the Forum financial statements, and shall report its findings to the Board of Directors.
11.4 The Chairman of the Budget and Finance Committee shall serve on the Endowment Committee.
12.1 The Forum shall maintain the Endowment Fund established in 1987 in perpetuity.
12.2 The Forum Endowment Fund shall be maintained and administered according to the Genealogical Forum of Oregon, Inc. Endowment Fund Operating Plan.
13.1 The Forum fiscal year shall commence on July 1 and close on June 30.
14.1 The Forum shall maintain a Registered Office duly recorded with the State of Oregon. The Registered Office of the Forum shall be at the address of the headquarters of the Forum.
14.2 The Forum shall appoint and maintain a Registered Agent as required by the State of Oregon. He/she shall perform all of the statutory functions of a registered agent. In addition, the Registered Agent shall maintain at the Registered Office a complete and current record of the names and addresses of all personal members entitled to vote on Forum matters.
15.1 No Forum officer, Director, or personal 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.
15.2 Upon leaving office, all officers (elected and appointed) and committee chairmen shall deliver promptly to their successors in office or the Forum President all monies, accounts, books, records, papers and all other property belonging or related to the Forum which they have in their actual or constructive possession.
16.1 The rules contained in the current edition of Robert's Rules of Order, Newly Revised 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.
17.1 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 of Directors, and by the lesser of two-thirds of the votes cast by the personal members voting or a majority of the personal members possessing voting power.
17.2 In the event of dissolution, the Board of Directors shall first apply any corporate assets to the payment of all outstanding liabilities and legal obligations as required by law. The Board of Directors 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 of Directors, and by the lesser of two-thirds of the vote cast by the personal members voting or a majority of the personal members possessing voting power.
18.1 These By-Laws, and the Articles of Incorporation, may be amended only by the manner specified in this Article.
18.2 The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be read to the personal members at a general membership meeting or at a Special membership meeting.
18.3 Thereafter, the Secretary shall direct a written or printed notice to be prepared and mailed to all personal members.
18.3.1 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.
18.3.2 The ballot shall be clearly dated, and mailed within one business day of the date appearing thereon.
18.3.3 Only ballots voted and returned and received at Forum headquarters no later than 3:00 p.m. on the twenty-first (21st) day following the date printed on the ballot shall be counted.
18.4 Adoption of the proposed amendment requires an affirmative vote of two-thirds of the votes cast by the personal members of the Forum in accordance with Article 18.3.
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