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 at https://www.dos.beta.state.pa.us/CorpsApp/Corpsweb/Search/wfFreeEntitySearch.aspx?.
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.
|