Article I: Name
The name of this Society shall be the Lithuanian Global Genealogical Society . The registered address is: 38 Saint John Street, Schuylkill Haven, PA. 17972. (The PA non-profit entity number for LGGS is #2876762. Further non-profit information can be located HERE.
The corporation shall have the right to have other offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of the Society may require.
Article II: Nonprofit Character
Section 1:The Society shall be operated as a nonprofit corporation under the laws of the Commonwealth of Pennsylvania., and no part of the net earnings of which shall inure to the benefit of any private individual.
Section II: The Society is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1954 (and any subsequent corresponding provision). No part of its net earnings shall inure to the benefit of, or be distributed to its members, officers, directors, or any other private persons, except that it shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Society's Objectives set forth in the By-Laws. No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate in or intervene in (including the publishing or distribution of statements of any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 c 3, as amended, of the IRS Code of 1954 or (b) by a corporation, contributions to which are deductible under section 170 c 2 of the IRS Code of 1954, as amended.
Section III: Upon dissolution of the Society, any assets shall be distributed for one or more exempt purposes within the meaning of section 501 c 3 of the IRS Code, as amended, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office is then located, exclusively for such purposes or to such organization ororganizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Article III: Objectives
The objectives of the Society shall be:
I: To collect, preserve, and disseminate knowledge and information about Lithuanian genealogical and related historical, biographical, and heraldic data;
II: To inculcate and promote interest in accurate research in these fields;
III: To issue publications in various forms of the media; and
IV: To encourage, promote, and provide genealogical education and scholarly training for all interested in these endeavors.
Article IV: Membership
Section I: The Corporation is a non-stock entity in that the management is vested solely in the Board of Directors. "Membership" as defined in the Articles is construed as a "subscriber" to the Society's journal and other publications and as a "supporter" of the objectives of the Society. Any individual or institution willing to promote the objectives of the Society, upon application and payment of the prescribed dues and fees, may be deemed eligible for membership, subject to such limitations as the Society may impose without regard to sex, race, color, creed, or national origin of individuals. The Society, may, at time to time, extend other benefits to these members upon approval of the Board of Directors.
Section II: Any member may be dropped by the Board of Directors, for cause after opportunity to be heard.
Section III: Membership does not entitle one to any voting privileges and no general membership meetings shall be required. Publication of any notice required by law to a member shall be sufficient if posted on the Society's Web Site.
Section IV: The Board of Directors is authorized to make different classes or categories of membership, as from time to time, it may deem appropriate.
Article V: Officers
Section I: The officers shall consist of a President, Vice President, Secretary, and Treasurer. They shall serve for a two year term. They shall be appointed by the Board of Directors.
Section II: A vacancy in any office shall be filled by the Board of Directors until the next biennial election.
Article VI: Duties of Officers
Section I: The President shall preside at all Society and Board of Directors meetings, except as otherwise provided; carry out the instructions of the Board of Directors; appoint all committees with the approval of the Board of Directors; and be the official spokesperson of the Society.
Section II: The Vice President shall, in the absence or inability of the President as defined by the Board of Directors, perform the duties of the President. The Vice President shall also discharge other duties requested by the President or prescribed by the Board of Directors.
Section III: The Secretary shall keep a record of Society and Board of Directors proceedings.
Section IV: The Treasurer shall have custody of the funds of the Society; shall deposit them in insured financial institutions or invest them pursuant to Board of Directors policy; shall make disbursements as directed by the Board of Directors; and shall be responsible for the collection of all dues, fees and debts owing to the Society. The annual report of the Treasurer shall be verified by a Public Accountant at the close of each fiscal year and in accordance with established reputable standards. It is the responsibility of the Board of Directors to select a person or persons to verify the Treasurer's report.
Section V: The corporation will function on an "accrual basis."
Article VII: Board of Directors
Section I: The Board of Directors shall consist of nine members.
Section II: The Board of Directors shall set Society policies and shall control and manage the affairs and funds of the Society.
Section III: The directors shall perform duties assigned by the Board of Directors.
Section IV: The Board of Directors shall determine the time, date, manner and place of their meetings. Meetings may be held over the internet. Special meetings of the Board of Directors may be called by the President or by request of three Board of Directors members. Written notice of the special meeting, with the purpose stated clearly, shall be sent to each Board of Directors member at least ten days before the meeting date. "Written notice" can be by electronic mail and fax as well as by postal delivery.
Section V: A quorum of the Board of Directors shall consist of five.
SectionVI: Proxy voting is permitted if advance notice is given to the Secretary at least 24 hours prior to the meeting.
SectionVII: Participation in a meeting can occur by means of conference telephone, by means of electronic mail, by means of the internet, or by other technological means of mass communication as approved by the Board. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section VIII: A director shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless the breach or failure to perform the duties of his or her office and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of lawful taxes.
Article VIII: Committees
Section I: The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. The Executive Committee shall have the powers of the Board of Directors between meetings of the Board of Directors, except that the Executive Committee is not empowered to make changes in Society policy. The Executive Committee shall report its actions to the Board of Directors for approval at its next meeting.
Section II: The President shall appoint, with the approval of the Board of Directors, the standing committees: Finance, Nominating, and others as the Board of Directors may determine. The President shall, with the approval of the Board of Directors, appoint special committees necessary for the success of the Society. The members of standing committees shall be members of the Society in good standing.
Section III: The Finance Committee shall include, among others, the Treasurer.
Article IX: Nominations and Elections
Section I: The Board of Directors shall be elected biannually by the Board. The Board shall choose the officers.
Section II: Any person who adheres to the Objectives of the Corporation shall be eligible to be a Board member.
Section III: No board member may be the spouse, sibling, parent, or child of another Board member. No Board member shall be employed for compensation by the Corporation.
Section IV: All elected officers and directors shall commence their terms of office on the first day of the fiscal year following their elections and shall continue for the periods for which they were elected, or until their successors have been elected and qualified. Elected officers shall serve for terms of two years each.
Section V: The Board shall attempt to attract new members on the Board and shall encourage interested persons to apply for any vacancy.
Article X: Annual Meeting
The Society may hold public meetings as determined by the Board of Directors. Notice of any public meeting shall be announced to the membership in advance. Meetings may be held by means of mass communication as outlined in Article VI.
Article XI: Fees and Dues
Section I: Charges, fees, and dues, and classes of membership based on payments to the Society, shall be determined and announced to the membership by the Board of Directors.
Section II: Dues are payable in advance.
Article XII: Amendments
Any director may submit proposed bylaw amendment to the Board of Directors for a thirty day comment period, and the Board of Directors must consider such comments before voting on the proposed amendment. An amendment must be approved by a majority of the Board of Directors (five affirmative votes).
Article XIII: Parliamentary Authority
The rules contained in Robert's Rules of Order Newly Revised, or any future revision thereof, shall govern the Society in all cases in which they are not inconsistent with the Bylaws of the Society.
By-laws unanimously approved on June 19, 1999 by the Board of Directors. |
Lithuanian Global Genealogical Society (LGGS) 
