BYLAWS

LATTA GENEALOGY SOCIETY

ARTICLE I

CORPORATION and REGISTERED AGENT

Section 1 The Corporation shall be known as the Latta Genealogy Society, herein referred to as the Society.

Section 2 The principal office of the corporation shall be located at its principal place of business or such other place as the Executive Board, herein referred to as the Board, may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

Section 3 The Registered Office of the Society shall be located in the State of Washington, herein also referred to as Washington, at such place as may be fixed from time to time by the Board upon filing of such notices as may be required by law.

Section 4 Registered Agent

bulletThe Registered Agent, herein referred to as the Agent, shall reside in Washington. bulletThe Agent shall receive license renewals and other notices and shall forward them to the Society's Secretary, keeping copies in agent's file. bulletThe Agent shall accept legal papers served on the Society. The Agent shall bring such papers to the notice of the board as soon as possible. bulletA statement signed by the Agent indicating consent to serve shall be placed on file with the Secretary of State of the State of Washington.

ARTICLE II

RESOURCES

Section 1 Publications

The documents and publications listed hereunder, shall be considered bound to these Bylaws.

"The Genealogical Proof Standard Board" for Certification of Genealogists online at http://www.bcgcertification.org

"How to Form and Maintain a Nonprofit Corporation in Washington State", King County, WA Bar Association, Young Lawyers Division, 2001. Online at http://www.kcba.org/pulications/index.html

"Crash Course in Family History for LDS". Paul Larsen, ISBN: 0-9742695-09-6, 2003

"Merriam-Webster's Collegiate Dictionary", Eleventh Edition, ISBN: 0877798-87, 2003.

"Robert's Rules of Order, Newly Revised", Tenth Edition. Henry M. Robert III et al, ISBN: 0738203076, 2000. Or the latest edition.

"Webster's New World Computer Dictionary", Tenth Edition. ISBN: 0766452478X, 2003.

Section 2 Archival Repository

The Executive Board shall designate one or more repositories for the Society's collective archival data and artifacts. The Board shall make an agreement with such Archive(s) for the orderly transfer of Latta Family information to another Archive in the event that the collections of the first Archive are being dispersed.

ARTICLE III

GOVERNING AUTHORITY

Section 1 The Articles of Incorporation, these Bylaws including the Standing Rules, the Revised Code of Washington, Non-profit Corporation Act 24.03 RCW, herein referred to as the Act, and Section 501( c)3 of the Internal Revenue Code, herein referred to as the Code, shall be the governing authorities of the Society.

ARTICLE IV

PARLIAMENTARY AUTHORITY

Section 1 These bylaws shall constitute the governing rules of this Society.

Section 2 Any procedural matter not covered within these bylaws shall be controlled, where applicable, by the latest edition of Robert's Rules of Order.

ARTICLE V

MEMBERSHIP

Section 1 Membership

bulletAny individual who supports the purpose of this Society may become a member in good standing upon payment of the minimum donation as established by the Executive Board policy. bulletA donor may specify the membership as individual or dual, if two members of a household are active in the Society. bulletEach member shall be entitled to one vote. bulletEach member of a dual membership shall be entitled to the same voting privileges as an individual member bulletAll members of the Society shall receive the Latta Genealogy Newsletter, herein referred to the Newsletter. A dual membership shall receive one copy of the Newsletter.

Section 2 Newsletter only subscribers

bulletThe Newsletter Editor and Treasurer acting jointly may approve for Newsletter subscription any interested organizations such as libraries, historical societies, or individuals as will promote the interests of the Society, including those who are unable to make a donation due to limited financial circumstances. bulletNewsletter-only subscribers will be non-voting members of the Society.

Section 3 Annual Meetings

The annual meeting of the members shall be held the third Saturday of June each year at 1:00 p. m. for the purpose of announcing the results of the election of the members of the Executive Board and such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. IF the annual meeting is not held on the day designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

Section 4 Special Meetings

The Executive Board, or not less than fifty per cent (50%) of the members entitled to vote at a special meeting, may call special meetings of the members for any purpose.

Section 5 Place of Meetings

All meetings of members shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the President, the Board, by members entitled to call a meeting of members, or by a waiver of notice signed by all members entitled to vote at the meeting.

Section 6 Notice of Meetings

The President, the Secretary or the Board shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally or by mail, not less than ten (10) nor more than fifty (50) days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon the written request of not less than fifty per cent (50%) of the members entitled to vote at the meeting, it shall be the duty of the Secretary to cause notice to be given of a special meeting of members to be held at such date, time and place as the Secretary may fix, not less than ten (10) nor more than thirty-five (35) days after receipt of such written request, and if the Secretary shall neglect or refuse to issue such notice, the person or persons making the request may do so and may fix the date, time and place for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the member at his or her address as it appears on the records of the corporation with postage thereon prepaid.

Section 7 Waiver of Notice

Whenever any notice is required to be given to any member under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 8  Quorum

Fifty per cent (50%) of the members of the corporation entitled to vote, represented in person shall constitute a quorum at a meeting of members. If less than a quorum of members entitled to vote is represented at a meeting, a majority of the members present may adjourn the meeting by majority vote

ARTICLE VI

ADMINISTRATION

Section 1 The Society's Fiscal year shall be defined as the calendar year.

Section 2 The administrative affairs of this Society shall be vested in the Executive Board, herein also referred to as the Board, with the following five (5) elected members: President, Vice President of Communication, Vice President of Research, Secretary/Historian and Treasurer.

Section 3 The initial President & Treasurer shall serve a three year term while the other officers will serve two years. After the initial terms are served, all elected officers will serve a two years term.

The elected officers may be re-elected to consecutive terms.

Section 4 The Board shall establish positions for and appoint advisory officers such as but not limited to: Archivist, Auditor, Branch Captain Coordinator, International Outreach Coordinator, Internet Resource Administrator, Newsletter Editor, Research Projects Coordinator, Research & Review Coordinator and Web Master. The set of Standing Rules shall define the duties of these officers. A simple majority vote of the board shall be sufficient for removal any advisory office position.

ARTICLE VII

DUTIES OF THE EXECUTIVE BOARD

 

Section 1 General

bulletThe Executive Board is the governing body of the society & receives for action the initiatives of the Advisory Officers and the membership. bulletThe Board shall solicit recommendations from the Advisory Officers. bulletTo take any action, except as otherwise provided herein, a simple majority vote of those present and eligible to vote is required. bulletA quorum for Board meetings shall be a simple majority of board members. (Note-the number can never be less than 1/3 of the number of directors.) bulletProxy votes shall not be permitted.

Section 2 Executive Board

The Executive Board shall

bulletFill vacancies on the board as necessary during the interim between regular elections. bulletMonitor and approve the activities of the Society, subject to provisions of these Bylaws and Standing Rules. bulletDesignate an Agent in Washington State as required in Article 1 Sec. 2. bulletThe Board may revise the suggested minimum donation as needed to accomplish the purpose of the Society, subject to the approval of a simple majority of the general membership voting. bulletThe Board shall submit an annual Society budget to the Advisory Officers for their approval by a simple majority vote of the Officers voting.

Section 3 President

The President shall

bulletProvide leadership for the Board and membership. bulletPreside at all meetings of the Society. bulletCall meetings of the executive board as necessary or advisable, or at the written request of a majority of the Society members. bulletInitiate communication among the Executive Board members to address issues identified by President or others.

Section 4 Vice President of Communications

The Vice President of Communications shall

bulletPerform the duties of the President in the absence or inability of the President to serve. bulletAssist the President with administrative duties and perform other duties as directed by the President or the Board. bulletAct as Parliamentarian and monitor the effectiveness of the Bylaws. Make recommendations for changes as needed. bulletFacilitate communication within the Society. bulletPublicize the activities of the Society within the genealogical community.

Section 5 Vice President of Research

The Vice President of Research shall

bulletFacilitate the Society's research. bulletReport annually to the Board and membership on research activities.

Section 6 Secretary/Historian

The Secretary/Historian shall

bulletRecord all actions of the Board. bulletPreserve a record of all activities of the Society. bulletProvide a report of the society's activities for each publication of the Newsletter. bulletMake available records of the proceedings of the Board and the Society to any member in good standing or local, state, or federal official with a legal right to obtain such records. The individual requesting such records may be asked to pay for copying and mailing costs if these proceedings bulletare available on the Society's website. bulletCorrespondence received by any Board member or Corporate Office shall be kept for at least five years; such information can be electronically archived, such as preserved on a CD or similar media.

Section 7 Treasurer

The Treasurer shall

bulletEstablish a checking account in the name of the Society. bulletReceive, record and deposit all donations into the Society's bank account. bulletReceive all expense reports, accompanied by proper documentation. bulletPay or reimburse Society expenses in a timely manner, as directed by the Board. bulletProvide a financial report to be published in each Newsletter and on the Society's website. bulletProvide the Newsletter Editor with a current donor list for each Newsletter bulletPrepare individual donor records to be included with each Newsletter. bulletProvide financial records to the Society's Auditor and Secretary/Historian at the time each Newsletter is published, including reconciled bank account register and donor lists and amounts. bulletFile financial reports required by the State of Washington and the Internal Revenue Service. bulletEngage in a reciprocal exchange of information with the Newsletter Editor or others as appropriate when information or comments are received that pertain to another's area of responsibility and interest. bulletServe as registered agent in the State of Washington as provided for in Article I Sec. 2. If the Treasurer is not a resident of the State of Washington, the Board shall appoint a registered agent as required in Article I Section 2. bulletIn no way shall the Treasurer assume the duties of the Auditor.

ARTICLE VIII

MEETINGS OF THE EXECUTIVE BOARD

Section 1 Regular meetings of the Executive Board shall be held at least once a year at an agreed upon time, using an appropriate form of convocation. Notice shall be given at least seven (7) days in advance by ground mail or electronic means as appropriate. Board members shall acknowledge receipt of the notice.

Section 2 The Executive Board may call membership meetings in conjunction with the Latta Family Reunions.

Section 3 Special Meetings

Special meetings of the Board may be called by or at the written request of the President or any two (2) members of the Executive Board. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board.

Section 4 Meetings by Telephone

Members of the Executive board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 5 Place of Meetings

All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all members of the Board.

Section 6 Notice of Special Meetings

Notice of special Board meetings shall be given to a Board member in writing or by personal communication with the Board member not less than 48 hours before the meeting/. Notices in writing may be delivered or mailed to the Board Member at his or her address shown on the records of the corporation. Neither the business to be transacted at, not the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.

ARTICLE IX

COMMUNICATION AND DECISION MAKING

Section 1 The goal is to use all possible avenues of communication and operate by consensus.

Section 2 The Board shall notify the membership of significant issues by the Newsletter, ground mail, or electronic means, as appropriate.

Members' opinions and/or suggestions shall be considered by the Executive Board in an effort to reach a consensus.

ARTICLE X

NOMINATION AND ELECTIONS

Section 1 Only persons who have been Society members in good standing for twelve (12) months prior to nominations are eligible for election to any Society position

Section 2 The executive Board shall appoint a Nominating Committee of five members by the first of December. The committee will be announced in the December issue of the Newsletter to facilitate nominations from the membership. 

Section 3 The Nominating Committee shall

bulletSubmit the names of at least one qualified candidate for each elective office within forty-five (45) days of appointment. bulletNominations by the Membership shall be made in writing to the nominating committee. bulletEach Candidate for election must give their consent to have their name placed on the ballot. bulletThe slate of candidates for the Executive Board shall be published in the Spring issue of the Newsletter with a mail ballot and two envelopes. bulletThe marked ballot shall be placed in the smaller unmarked envelope, and then placed in the outer envelope, which shall be signed by the voting member. bulletAll ballots must be post marked within twenty-on (21) days of mailing to the membership.

 

Section 4 An election committee of three (3) members shall be appointed by the Board to count the mailed ballots and make the results known to the Society.

Section 5 A candidate will be considered elected if receiving a majority of the votes cast by ballots returned to the location specified and within the time limit established in section 3 of this article.

Section 6 Newly elected Executive Board members shall assume their position on July 1st of alternating years.

ARTICLE XI

DUTIES OF THE ADVISORY OFFICERS

Section 1 The Advisory Officers shall be appointed by the Executive Board as specified in the Standing Rules or as otherwise determined by the Board.

Section 2 The Advisory Officers shall facilitate implementation of Board and Membership decisions. These Officers shall promote activities that further the purpose of the Society.

Section 3 The Advisory Officers shall make recommendations to the Executive Board.

Section 4 All Officers shall keep and submit receipts to the Treasurer for expenditures, if any, as authorized in their budget.

ARTICLE XII

PUBLICATIONS

Section 1 The Society shall publish the Latta Genealogy Newsletter, herein referred to as the Newsletter, at least three times a year.

Section 2 The Society shall maintain the approved Internet Resources to ensure a robust communication with the membership.

Section 3 The Society is the sole owner of all publications in any media including but not limited to print, electronic, magnetic and optical.

ARTICLE XIII

AMENDMENTS

Section 1 Amendments to these Bylaws may be made at any Executive Board meeting.

Section 2 An amendment shall be considered as passed if carried by simple majority of those members of the Executive Board voting.

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ARTICLE XIV

ADOPTION

These Bylaws, pages 1-10 are adopted this 2 day of May 2006.

Attested:

Virginia Latta Curulla

B. Mitchel Latta

Connie M. Leaman

Cathryn E. Vannice

STANDING RULES

Section 1 These Standing Rules may be amended by a simple majority the Board after considering recommendations submitted by the Advisory Officers.

Section 2 Duties of the Advisory Officers

    1. Archivist

The Archivist shall

bulletReceive, review, organize, inventory and forward data and artifacts for deposit in the Latta Family Archives at the designated repository or repositories. bulletObtain a signed acknowledgement from donors indicating that they understand that their submissions will be deposited in one or more archives with other Latta information. bulletThe submitters shall also specify if they desire information about living individuals to be deposited in the archives. bulletA copy of the inventory of the donated material and a copy of the acknowledgment will be forwarded with the material to the archives. bulletA copy of the inventory and acknowledgement document shall be sent to the Secretary/Historian. bulletThe current designated repository is the Allen County Public Library, 900 Webster St., Fort Wayne, Indiana 46801.
    1. Auditor

The Auditor shall

bulletReceive and review the Treasurer's financial records at the time each Newsletter is published. bulletPrepare an annual audit report for the President bulletMonitor the non profit status of the Society. bulletIn no way shall the Auditor assume the title or duties of the Treasurer.
    1. Branch Captains

The Branch Captains shall

bulletCollect, organize & share information for their representative branch. bulletStart a GEDCOM file with the data collected for the branch. bulletEnter into the GEDCOM all information with documentation received from other members of the branch. bulletCoordinate research to provide documentation for all data contained in GEDCOM. bulletShare GEDCOM information with other members of the branch. Ensure that the GEDCOM file does not contain any information about living persons to protect their privacy. bulletInformation about living persons may be shared ONLY with the written permission of the living individual. bulletSubmit updates for the website to the Branch Captain Coordinator. bulletPerform other duties as assigned by the Branch Captain Coordinator. bulletAct as an advisor to the Branch Captain Coordinator. bulletPeriodically write reports for the Newsletter.
    1. Branch Captain Coordinator

The Branch Captain Coordinator shall

bulletCoordinate and facilitate the work of the Branch Captains. bulletAppoint and replace Branch Captains as necessary with Board approval. bulletReview all data submitted by the Branch Captain for the Society's website
    1. International Outreach Coordinator

The International Outreach Coordinator shall

bulletPromote and log information gathered about the Latta surnames and related families worldwide. bulletPromote and disseminate Society's knowledge of Latta and related families worldwide.

2.6 Internet Resource Administrator

The Internet Resource Administrator shall

bulletRegister the Internet Domain Name of Latta.org and keep this registration current bulletMaintain and monitor the Internet Rootsweb.com Latta Surname Mail List. bulletSubscribe and unsubscribe individuals if they are unable to do so on their own. bulletUnsubscribe individuals who are posting inappropriate messages. bulletMaintain and monitor the Internet Ancestry.com Latta Message Board bulletBlock sender who continue to send materials deemed inappropriate to the Charter of the Society and delete messages deemed inappropriate to the Charter of the Society. bulletMaintain a link between the Internet Ancesty.com Latta Message Board and the Internet Rootsweb.com Latta Mail List so that messages posted to the message board will appear automatically on the Latta Mail List.
    1. Newsletter Editor

The Newsletter Editor shall

bulletPublish The Latta Genealogy Newsletter, herein referred to as the Newsletter, at least three times a year. bulletCollect & solicit articles from the membership & other sources for the Newsletter. bulletPublish the financial report & list of donors received from the Treasurer bulletCompare subscriber list received from Treasurer with the Newsletter mailing list. bulletEngage in reciprocal exchange of membership information of comments with the Treasurer or other officers as appropriate. bulletReady the Newsletter for distribution bulletMail Newsletters using the most economical mailing rate available. bulletUpdate mailing list if Newsletter is returned as undeliverable or with a forwarding address noted. bulletStore and maintain a collection of back issues 1-13 & 15 as paper copies and issues 14, 16-21 & any future Newsletters by electronic means with appropriate back-up of said electronic means. bulletFill requests for back issues from copies of the master file issues. bulletForward any funds received to the Treasurer with appropriate documentation. bulletMaintain a correspondence file with libraries and others that are interested in receiving the Society's Newsletter, but are not members of the Society. bulletGrant permission for libraries or other societies to reprint articles published in the Newsletter as appropriate.
    1. Research Projects Coordinator

The Research Projects Coordinator shall

bulletAccept and review request for research projects. bulletSubmit recommendations to the Executive Board. bulletPromote and disseminate our knowledge of Latta and related families, specifically in Northern Ireland.

Northern Ireland is the only current Research project.

    1. Research & Review Coordinator

The Research & Review Coordinator shall

bulletSupport Latta family research bulletAccept & review documentation for the Latta Branches. bulletDetermine if the family is part of a known branch bulletDetermine if documentation submitted meets the Genealogical Proof Standard, herein referred to as the GPS. bulletAssign new branch number if the GPS is met and research does not pertain to known Branch. bulletSuggest and provide guidance for further research to submitter if documentation is not sufficient at the time of the submission. bulletWrite a report for the Vice President of Research bulletMaintain files for potential new branches bulletSuggest researcher write a report for the Newsletter.
    1. Web Master

The Web Master shall

bulletMaintain and add material forwarded to the webmaster by the Research & Review Coordinator or the Branch Captains Coordinator for publication on the Society's website. bulletMaintain a file of signed written permissions from the originator of published information bulletMonitor and ensure that no living individual's personal information is posted at the Society's website, unless written permission is obtained and kept on file by the webmaster as long as that personal information is posted on the website.

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