AAGHSC Bylaws

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BYLAWS

AFRO-AMERICAN GENEALOGICAL

AND

HISTORICAL SOCIETY OF CHICAGO, INC.

 

ARTICLE I

GOVERNING BODY

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of the State of Illinois and the Articles of Incorporation of the Afro-American Genealogical and Historical Society, Inc., (AAGHSC), hereafter known as the Society.

ARTICLE II

PURPOSES

The purpose of the Society shall be to: encourage and promote the study of African American genealogy and history; encourage and instruct members in genealogical research; conduct workshops, seminars or conferences annually; locate, preserve, index and publish private and public genealogical materials, articles and projects; publish African American Genealogical information in a regular newsletter or other publications; preserve and perpetuate the records of African American ancestors; assist and support libraries, programs and organizations that promote African American genealogy and history for adults and children.

ARTICLE III

MEMBERSHIP, DUES AND FEES

  • SECTION 1
    MEMBERSHIP

Membership is open to any person interested in furthering the purpose and values of the Society and participating in its activities. Applicants for membership shall submit a properly completed application form with full payment of annual dues.

  • SECTION 2
    TERMS OF MEMBERSHIP

Memberships shall be for one year: commencing on January 1.  If a member fails to renew membership within ninety (90) days the member will be removed from the membership roll.  Voting and all membership privileges will cease.

  • SECTION 3
    GOOD STANDING

A member shall be considered in good standing with full payment of dues in accordance with these Bylaws.

  • SECTION 4
    CATEGORIES OF MEMBERSHIP

There shall be four (4) categories of membership in the Society: Individual; Joint; Associate; and, Honorary.

INDIVIDUAL MEMBERSHIP provides members in good standing with a voice in the Society, including eligibility to vote and hold an elected or appointed office and all rights and privileges of membership.

JOINT MEMBERSHIP shall be for two (2) individual members in good standing with a voice in the Society, including eligibility to vote and hold an elected or appointed office and all rights and privileges of membership; and, who reside at the same home address. These two members shall jointly share one copy of all postal mailings from the Society.

ASSOCIATE MEMBERSHIP shall be for genealogical, historical and related formal organizations, libraries, and archives to receive the Society’s Newsletter and information upon payment of annual dues. Associate Members shall be exempt from voting and holding an appointed or elected position in the Society.

HONORARY MEMBERSHIP provides for membership to be conferred to an individual deemed to have made outstanding contributions in the area of African American genealogy or history. Nominations and supporting documentation shall be submitted to the Board for their review and approval of an Honorary Membership. Honorary Members shall be excluded from voting, holding an elected or appointed office in the Society, or the payment of dues.

  • SECTION 5
    REVOCATION OF MEMBERSHIP

Membership may be terminated by a two-thirds (2/3) vote of the Board of Directors for anyone whose interest conflicts with the purposes of the Society. Anyone so rejected may appeal the decision of the Board.

  • SECTION 6
    DUES

The Society shall require annual dues for classes of membership as indicated in the sections describing classes of membership. The stated amounts shall be set by the Board and approved by the voting membership at the Annual Meeting.

  • SECTION 7
    REIMBURSEMENT

When representing the Society at approved genealogical functions and after submitting a written report, expenses or conference fees of the President/Representative/Delegate may be defrayed by the Society, with prior approval of the Board and when the Board is financially able to do so.

ARTICLE IV

OFFICERS OF THE SOCIETY

The officers shall perform the duties set forth in these Bylaws and by the parliamentary authority adopted by the Society.

  • SECTION 1
    ELECTED OFFICERS

There shall be five (5) elected officers of the Society: President; Vice-President; Recording Secretary; Corresponding Secretary, and Treasurer. The officers shall perform the duties set forth in the Bylaws. For any duties not specifically described by the Bylaws, first refer to the Procedure Manual of the Society and, secondly, to the parliamentary authority adopted by the Society.

  • SECTION 2
    ELIGIBILITY AND CONFLICT OF INTEREST

TO BE ELIGIBLE TO HOLD OFFICE IN THE SOCIETY, VOTING MEMBERS MUST: be in good standing; have been in regular attendance (i.e., attended at least two-thirds (2/3) of the regular meetings for the past year; have completed and submitted a biographical profile and be engaged in genealogical or historical research or training.

CONFLICT OF INTEREST/DISCLOSURE: Each officer shall act in good faith and in a manner s/he reasonably believes to be in the best interest of, and not opposed to, the best interest of the Society. Each officer shall disclose—in writing—to the President, the material facts of any direct or indirect interest in/or relationship to any transaction of the Society.

  • SECTION 3
    DUTIES OF PRESIDENT

THE PRESIDENT SHALL: preside at all meetings of the General membership and the Board, the Board of Directors; appoint all chairs of committees; be a co-signer—with the Recording Secretary—on all contracts and documents authorized by the Society; be an authorized signatory—with the Treasurer (or other authorized person)—on disbursement forms and checks for approved disbursements on behalf of the Society; serve as official liaison to other genealogical/historical societies and associations: enforce observance of the Society’s Bylaws; serve as an ex-officio member of all committees except the Nominating Committee and Auditing Committee; perform other duties as designated by the Executive Board/Board of Directors, and submit an Annual Report to the Boards.

  • SECTION 4
    DUTIES OF VICE PRESIDENT

THE VICE PRESIDENT SHALL: in the inability of, or in the absence of, or at the request of the President, assume the duties of the President; in the event of a vacancy in the office of the President, the Vice President shall serve the remaining term; in the inability or in the absence of the President, be a signatory—with the Treasurer (or other authorized person)—on disbursement forms and checks on behalf of the Society; be Coordinator of the Society’s Programs and as such be responsible for the orchestrating of the Society’s Programs and assisting/appointing persons to head sub-committees for that purpose; be ex-officio member of the Conference Committee, and the Special Events Committee, work with officers and committees as needed to conduct approved projects and submit an Annual Report to the Boards.

  • SECTION 5
    DUTIES OF RECORDING SECRETARY

THE RECORDING SECRETARY SHALL: keep accurate records of the proceedings of all Society meetings; notify all appointees of their duties; be the custodian of the Society’s records—except as such are specifically assigned to others; keep and have available for reference at all meetings, one book in which copies of the Society’s Charter, Bylaws, Committee Reports, Current Minutes (one year’s), and Standing Rules are kept current; maintain a current inventory of all legal documents, records, and equipment belonging to the Society; be a co-sitgner with the President on all contracts and documents authorized by the Society; in the absence, or the inability, of the Treasurer to perform the duties of that office, the Secretary shall be authorized to sign checks; and submit an Annual Report to the Boards.

  • SECTION 6
    DUTIES OF CORRESPONDING SECRETARY

THE CORRESPONDING SECRETARY SHALL: send out proper notice of all meetings to officers, board members, committee chairs—as necessary; respond to the correspondence of the Society, as required; direct all mail to necessary respondent; maintain a file of the Society’s correspondence; and submit an Annual Report to the Boards.

The Board will determine a second officer to sign a United States postal signature card.  Both officers will hold the Society’s mailbox key, in order to collect and distribute the Society’s mail.

  • SECTION 7
    DUTIES OF TREASURER

THE TREASURER SHALL: be the custodian of all funds of the Society; receive all monetary donations or awards made to the Society; record all  funds deposited in a bank approved by the Board of Directors; be an authorized signatory—with the President or Vice President—on checks for authorized disbursements, on behalf of the Society; present a Treasurer’s Report at each meeting of the Board of Directors and the General Meeting; settle accounts duly authorized for settlement; prepare and submit to the Board of Directors a monthly itemized statement of the past month’s receipts and disbursements; be a member of or serve as Chair of the Budget and Finance Committee; make all financial records available for scheduled audits; and submit an Annual Report to the General Membership/Board of Directors for acceptance.  The financial records of the Treasurer shall always be open for inspection and shall be audited annually and at other times as required by the Board of Directors and/or the Membership.

  • SECTION 8
    ELECTION AND TERM OF OFFICE

Election shall be by secret ballot—unless there is but one candidate for an office; then election may be by acclamation or voice vote, as described in the Bylaws. Each elected officer shall serve at the pleasure of the Society, for a period of two years and until a successor is elected. The newly elected officers shall assume their duties after being duly installed in office. Vacancies shall be filled by Presidential appointment—with the approval of the Board of Directors—for the duration of the non-expired term.

No member shall hold more than one office at a time and no member shall be eligible to serve three consecutive terms in the same office.

ARTICLE V

MEETINGS

  • SECTION 1
    TIME OF MEETINGS

The TIME and PLACE OF EACH MEETING shall be fixed by the Board of Directors. The General Meeting shall be held once a month. In case of an emergency, the meeting may he canceled by the Board of Directors.

  • SECTION 2
    SPECIAL/CALL MEETINGS

A SPECIAL OR CALL MEETING of the General Membership may be called by the President or by the written request of 20 members; the President—or Vice President—must be present.  To conduct business, a quorum must be present. Such a meeting shall be given least a ten (10) day written notice, which shall state the purpose of the meeting. No business, other than the stated, shall he conducted. A special or call meeting of the Board of Directors may be called by the President or written request of one-half (1/2) of the Board members.  The President—or Vice President (or an appointed representative)—must be present. Notice can be given by phone or in writing and the purpose of the meeting shall be stated.

In an emergency, business meetings of the Board may be conducted by telephone or conference call with twenty-four (24) hour notice given. Any actions taken over the telephone shall be ratified at the next business meeting and made a part of the minutes of that meeting.

  • SECTION 3
    QUORUM

To conduct business at the Annual Business Meeting, a QUORUM SHALL CONSIST OF 20 MEMBERS in good standing. To conduct business at the Board of Directors meeting, a QUORUM SHALL CONSIST OF THREE (3) BOARD MEMBERS.

  • SECTION 4
    ANNUAL BUSINESS MEETING

The ANNUAL BUSINESS MEETING shall be held in place of the regular January meeting and must be held after the close of each fiscal year.

ARTICLE VI

BOARD OF DIRECTORS

The BOARD OF DIRECTORS shall be the governing body of the Society and shall conduct all administrative functions and day-to-day business for the Society.

  • SECTION 1
    COMPOSITION

The Board of Directors shall include the elected officers, the Past President, and the Chairs of the Standing Committees. If the President is elected to a consecutive term, the term of the immediate Past President shall be extended also. The Parliamentarian is not a member of the Board and is appointed by the President.

  • SECTION 2
    ELIGIBILITY

No person shall serve on the Board unless that person is a member in good standing and has been a member of this Society for one year.

  • SECTION 3
    REMOVAL FROM OFFICE

The Board may vote to remove any Director without cause, at any regular or special meeting, provided that the Director to be removed has received written notice thirty (30) days prior to the meeting that such action would be considered.

  • SECTION 4
    FUNCTION

The Board of Directors shall transact the business of the Society; shall direct committees; shall approve general membership programs and shall authorize the disbursement of Society funds.

  • SECTION 5
    APPROVAL OF COMMITTEE BUDGETS

The Board of Directors shall approve or disapprove committee recommendations for the annual budget.

  • SECTION 6
    ACCOUNTABILITY

The Board of Directors shall report, at the regular meetings of the Society, on major proposed policy changes and new projects.

  • SECTION 7
    MEETINGS

The Board of Directors shall hold at least six (6) regular meetings annually.

ARTICLE VII

COMMITTEES

There shall be such Standing and Ad Hoc Committees as required to fulfill the purposes of the Society. The President shall appoint the Chairs of the Standing and Ad Hoc Committees, other than the Budget & Finance and Nominating & Election Chairs, and each Chair shall serve at the pleasure of the President. Committee Chairs and members shall remain in said positions for a term approved by, and not to exceed that of,  the appointing President.

  • SECTION 1
    STANDING COMMITTEES

The Standing Committees of the Society shall be Archives, Conference, Genealogical Supplies, Hospitality, Membership, Newsletter, Publicity, Research & Training, Special Events and Website.

  • SECTION 2
    COMMITTEE CHAIRS

Chairs of the Standing Committees shall be members of the Board of Directors and have all privileges of Board Members. In the event a Committee Chair is unable to actively participate on the Board of Directors, a representative or assistant Chair may attend the meetings and present reports on behalf of the Chair of that Standing Committee. The representative must be approved by the Board of Directors and s/he will have the right to vote and conduct business on the behalf of the Standing Committee Chair. Chairs of Standing Committees may appoint coordinators for the sub-committee functions.

Membership to Standing Committees is open to all general members in good standing. The Chairs shall submit a membership list to Board of Directors.

  • SECTION 3
    ARCHIVES

The Archivist shall: set up and maintain an archive for the Society; collect and preserve all items of historical interest to the Society and maintain a record of the Society’s holdings; collect and preserve the genealogy, biography and pedigree charts of its members, and maintain an index of the same; maintain a scrapbook that records relevant activities engaged in by the Society, and keep permanent issues of the Society’s Newsletters, and present an Annual Report to the Board.

  • SECTION 4
    CONFERENCE

The Conference Chair shall: serve at the pleasure of the Society and, with the assistance of the Vice President, shall plan conference seminars, etc., for promoting genealogy and history; appoint subcommittee heads to assist with completing the programs of this committee and present an Annual Report to the Board.

  • SECTION 5
    GENEALOGICAL SUPPLIES

The Genealogical Supplies Chair shall: acquire items approved by the Board of Directors, to make available—and as otherwise directed to the Society members and the public—at meetings and other Society functions; keep accurate records of all expenses, inventory and revenues and submit the same to the Treasurer; be responsible for all continuous out going publications of the Society, special monographs, papers, books, photographs, etc., with the exception of the Society’s Newsletter and library materials; and present an Annual Report to the Board.

  • SECTION 6
    HOSPITALITY

The Hospitality Chair shall: be responsible for providing refreshments at Society’s programs and meetings; provide hosts/hostesses for all Society functions; inform the Society of illness and other emergency needs of Society members; send cards and present an Annual Report to the Board.

  • SECTION 7
    MEMBERSHIP

The Membership Chair shall: keep general meeting attendance records, and report the same of each Board meeting; compile and maintain the membership data bank and provide the Board members with a current roster of active and delinquent members; receive all dues and contributions, turnover said funds to the Treasurer, and maintain records of the same; compile and issue membership packets; publish a membership directory; send notice of delinquency (60/30 days prior to renewal dates) and annual dues notices; explain privileges and obligations of membership to new members; furnish—as needed—name tags for members and visitors; serve as Chair for the registration committee for Society functions; and create programs to increase membership.

The Membership Chair shall be responsible for providing information—as requested—to the Chair of the Nominating Committee, and present an Annual Report to the Board.

  • SECTION 8
    NEWSLETTER

The Newsletter Chair/Newsletter Editor shall: be responsible for publishing the official newsletter of the Society, on a regular basis; be responsible for collecting and receiving material to be considered for publication in the Newsletter; and present an Annual Report to the Board.

  • SECTION 9
    PUBLICITY

The Publicity Chair shall: disseminate Society information to the genealogical community and the general public through various media, and present an Annual Report to the Board.

  • SECTION 10
    RESEARCH AND TRAINING COMMITTEE

The Research & Training Chair shall: schedule an agenda for monthly meetings; assist in sharing information about the work and projects of the various study groups with the general membership; bring items of genealogical interest to the membership; and present an Annual Report to the Board.

  • SECTION 11
    SPECIAL EVENTS COMMITTEE

The Special Events Committee Chair: coordinate all special programs by our Society; collect monies as payment; keep records and submit contributions to the Treasurer; and present an Annual Report to the Board.

  • SECTION 12
    WEBSITE COMMITTEE

The Website Chair shall: co-ordinate the construction, operation and maintenance of the Society’s website, which promotes the Society activities and includes information relevant to the Society’s goals, membership, and the general genealogical community; and present an Annual Report to the Board.

  • SECTION 13
    AD HOC COMMITTEES

The Ad Hoc Committees shall: become active as needed. The Chairs shall not be members of the Board of Directors AND must be a member in good standing. The Special Committees shall be—but not limited to—AUDITING, BUDGET and FINANCE, NOMINATING and ELECTION,  AND PUBLISHING.

  • SECTION 14
    AUDITING COMMITTEE

The Auditing Committee Chair shall: be solicited from the voting membership and approved by the Board; have knowledge of auditing procedures; conduct an annual audit of all financial books of the Society prior (and other audits as necessary) prior to the Annual Meeting and submit an Annual Report to the Board and the Annual Business Meeting.

  • SECTION 15
    BUDGET AND FINANCE COMMITTEE

The Budget & Finance Committee Chair shall: prepare an Annual Budget to be presented to the Board of Directors two (2) months prior to the Annual Meeting; assist with the reviewing of fund raising projects and determine how such activity will affect the budget and present an Annual Report to the Boards. This committee shall contain no less than three (3) nor no more than five (5) members—including the Treasurer.

  • SECTION 16
    NOMINATING and ELECTION COMMITTEE

The Nominating and Election Chair shall: actively solicit from voting members—in good standing—nominations for new and renewing elected officers.  Recommendations from the Nominating Committee shall be made known to the Board before nominations are made and voted on.
The Nominating Committee Chair shall conduct elections as described in ARTICLE VIII of these Bylaws submit a report to the General Membership.

  • SECTION 17
    PUBLISHING

The Publishing Chair shall collect, edit and publish Family Histories (My Heritage Book), indexes, surname projects, and any other such materials as shall have significant impact upon the study of African American genealogy, and present an Annual Report to the Board.

ARTICLE VIII

ELECTIONS and VOTING

  • SECTION 1
    WHEN

ELECTIONS SHALL BE HELD AT THE ANNUAL MEETING DURING ELECTION YEAR. Election year shall be every odd year. Term of Office is two years.

  • SECTION 2
    NOMINATION PRESENTATION

The Nominating and Election Committee shall present the completed slate of officers to the Board and the General Membership—with the consent of each nominee prior to election or at the Annual Business Meeting.

  • SECTION 3
    ELIGIBILITY TO RUN FOR OFFICE

Nominations may be made by the voting membership, from the floor prior to election day, provided each nominee is present or has given written consent to serve, if elected. The nominee must be in good standing and meet all eligibility requirements.

  • SECTION 4
    VOTING

Secret ballot voting may be made by acclamation or voice vote. Voting may also be conducted by mail ballots.

  • SECTION 5
    REQUIRED VOTE FOR ELECTION

The Plurality vote, elects. In the event of a tie, the balloting for that office must be conducted again and until the result is a plurality vote for one candidate.

  • SECTION 6
    DISPOSITION OF ELECTION MATERIALS

All election materials are the property of the Society and must be given to the Archivist in a sealed envelope.

ARTICLE IX

DISSOLUTION

In the event of the dissolution of this Society, all salable assets can be converted to cash or (donated and) combined with the Society’s other monies. All assets and monies remaining, after the payment of all obligations of the Society and all costs and expenses of the dissolution, shall he distributed to organizations that qualify for exemption under Section 501(c)(3) of the Internal Revenue Code. The recipient must be engaged in African-American genealogy, studies or training. None of the assets will be distributed to any present or past member, officer, nor their families. Nor may any present or past Board Members profit from the dissolution or distribution of assets.

ARTICLE X

PARLIAMENTARY AUTHORITY

The rules contained in the CURRENT EDITION of Roberts Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable, and in which they are not consistent with the Bylaws and any Standing Rules of the Society.

ARTICLE XI

AMENDMENTS

Proposals to amend the Bylaws must be in writing and can be submitted by any member—in good standing—to the Board of Directors at least four (4) months prior to Annual Meeting. All such proposed amendments—with the Boards’ recommendations—shall he presented to the Membership at least two (2) months prior to the Annual Meeting. During the proposal period, members in good standing may submit questions and comments to the Board.

Amendments to the Bylaws shall require a two-thirds (2/3) vote of all voting members present and eligible to vote.

THE BYLAWS OF THE AFRO-AMERICAN GENEALOGICAL AND HISTORICAL SOCIETY OF CHICAGO, INCORPORATED (AAGHSC), WERE ADOPTED ON THE 24TH Day OF JULY 1982 AND BECAME EFFECTIVE ON THE 1ST Day of JANUARY 1984.

THESE BYLAWS WERE AMENDED AND ADOPTED ON
THE 10th Day of SEPTEMBER 1995.

THESE BYLAWS WERE APPROVED BY THE BOARD OF DIRECTORS ON THE 10th Day of NOVEMBER 2018.

THESE BYLAWS WERE PREPARED FOR RATIFICATION BY THE MEMBERSHIP AT THE ANNUAL BUSINESS MEETING ON THE 13TH Day of JANUARY 2019.

MEMBERS OF THE BYLAWS COMMITTEE:

William Floyd

Janis Forté

Pamela Pickett

Judith Samuel

Beverly Thompson

Cheryl Varner

ASSISTANCE PROVIDED BY:

Nettie Nesbary

Vera Shack

Sheila Smith

Roma Stewart