The Board of the North Carolina Genealogical Society is proposing the following 3 bylaw amendments to be voted on by the NCGS membership at the NCGS Annual Meeting on October 25, 8:45am to 9:15am either in person in Raleigh NC or online. Members have been notified of the voting details by email.
You may view a current copy of the bylaws by clicking here.
Amendment 2024-1. Presidential Replacement
The bylaws concerning procedures if a President resigns or is no longer able to perform their duties due to death or illness are very simple: the First Vice President automatically becomes President for the remainder of the term. However, there are no provisions to handle what happens if the First Vice President position is vacant for whatever reason. The board is proposing bylaw changes to ensure an orderly transition under these circumstances by establishing a set chain of succession.
Change summary: 1) move the succession rules from the First Vice President’s duties to Vacancies; 2) retain the automatic appointment of the First Vice President to President for the remainder of the term; 3) in the absence of a First Vice President, assign an Acting President until a President can be named; 4) outline the method of assigning an Acting President.
CURRENT
Article VI – Officers
Section 3. Duties
B. The First Vice President
4. upon the resignation or death of the President, automatically become the President for the unexpired portion of the term of office.
Section 7. Vacancies
With the approval of the Board of Directors, the President shall appoint an active member to fill a vacancy in the office of First Vice President, Second Vice President, Secretary, Treasurer, or Director for the unexpired portion of the term.
PROPOSED
Article VI – Officers
Section 3. Duties
B. The First Vice President
4. (delete)
Section 7. Vacancies
A. President.
- If the President resigns or is unable to perform their duties due to death or other severe medical condition, the First Vice President automatically becomes President for the unexpired portion of the term of office.
- If the office of First Vice President is vacant, then the Second Vice President becomes the Acting President with all power and authority of the President. The Acting President will call a meeting of the Board of Directors as soon as possible to appoint any current board member as President for the unexpired portion of the term of office. If no current board member is willing to serve as President, the board will appoint someone who has been a member of the society for at least 1 year. The vote for President under these circumstances is by a simple majority of all board members.
- If the office of Second Vice President is vacant, then the Secretary becomes Acting President, and if the office of Secretary is vacant, then the Treasurer becomes Acting President, and if the office of Treasurer is vacant, then the Directors will call a meeting as soon as possible to decide who will become Acting President.
B. All other officers and directors.
With the approval of the Board of Directors, the President shall appoint an active member to fill a vacancy in the office of First Vice President, Second Vice President, Secretary, Treasurer, or Director for the unexpired portion of the term.
Amendment 2024-2. Board Election Process
Board members are elected entirely by NCGS members, each with an equal vote. The vote occurs at the Annual Meeting of the society, which is typically at the same time as the Fall conference. In past years the meeting was in person only, and so was the voting. The society has adopted online or hybrid options for the meeting in recent years, and has included online voting. However, this does cause complications with procedures, and the board desires to make voting consistent and easily available to all members whether or not they attend the meeting in person or online. This proposal will allow Board elections to be held entirely online and completed prior to the Annual Meeting.
Change summary: 1) remove elections from the Annual Meeting; 2) define rules for notification to members of upcoming elections; 3) define rules for conducting online voting; 4) define rules for notification to members of the election results; 5) re-letter VI.5.B to VI.5.A without changing content.
CURRENT
Article IV – Meetings
Section 1. Annual Meeting
The Annual Meeting of the Society shall be held during the last quarter of the year in the state of North Carolina at a time and place designated by the NCGS Board of Directors and shall be held for the purpose of hearing reports of officers and committees, conducting the election of officers and Nominating Committee, and conducting any other business that may properly come before the Society. The meeting and/or voting may be held in person or by electronic means at the discretion of the Board.
A. Nominations from the floor previous to the election of officers shall be in order.
B. A written consent to serve, if elected, shall be submitted to the Secretary by such nominee at the time of the nomination.
Article VI – Officers
Section 5. Election
A. The election of officers of the Society shall be conducted at the Annual Meeting.
B. The President, the First Vice President, and the Second Vice President shall be elected in the odd years. The Secretary and the Treasurer shall be elected in the even years. At least two directors shall be elected each year at the annual meeting of the Society.
PROPOSED
Article IV – Meetings
Section 1. Annual Meeting
The Annual Meeting of the Society shall be held during the last quarter of the year in the state of North Carolina at a time and place designated by the NCGS Board of Directors. It shall be held for the purpose of hearing reports of officers and committees, reporting the results of the election of officers, reporting any bylaw amendments ratified since the last Annual Meeting, and conducting any other business that may properly come before the Society. The meeting may be held in person or by electronic means at the discretion of the Board.
A. (delete)
B. (delete)
Article VI – Officers
Section 5. Election
A. The President, the First Vice President, and the Second Vice President shall be elected in the odd years. The Secretary and the Treasurer shall be elected in the even years. At least two directors shall be elected each year at the annual meeting of the Society.
B. Membership Notification.
- Members must be notified of upcoming elections for board positions no less than 6 weeks and no more than 8 weeks prior to the Annual Meeting.
- The notice will consist of a list of the nominees selected for each position, the date when voting begins, and procedures for members to submit additional nominations for the ballot. Nominations from members must be received no later than 3 days prior to the voting period.
- Notification shall be conducted electronically. The method used will be determined by the Board and incorporated in the Standing Rules, and should be selected based on reaching the most members possible. Any members not contactable by electronic methods will be sent voting information via the US Postal Service or other private carrier, but they must vote using the voting method in effect at the time.
C. Voting
- Voting will begin no less than 2 weeks and no more than 3 weeks after notification is sent. The voting period will be 2 weeks.
- Voting shall be conducted electronically. The method used will be determined by the Board and incorporated in the Standing Rules, and should be selected based on accessibility to most members and on ease of use. Care should be taken to ensure that only active members may vote.
- Board members are elected by a simple majority in favor, with a minimum of 25 members voting.
D. Reporting
- The voting results shall be presented to the Board of Directors no less than 1 week prior to the Annual Meeting.
- The Secretary shall announce the results of the election at the Annual Meeting.
Amendment 2024-3. Bylaw Amendment Process
The bylaws may be amended by a 2/3 vote of the members present at the Annual Meeting. In past years the meeting was in person only, and so was the voting. The society has adopted online or hybrid options for Annual Meetings in recent years, and has included online voting. However, this does cause complications with procedures, and the board desires to make voting consistent and easily available to all members whether or not they attend the Annual Meeting in person or online. The board also sees benefits to allow voting for bylaw amendments at any point during the year, and to provide a method for members to propose bylaw amendments. This proposal will allow bylaw amendments ratification to be held entirely online at any point in the year, and allow members to propose amendments.
Change summary: 1) remove the voting to approve bylaws from the Annual Meeting; 2) define rules for proposing amendments including proposals from members; 3) define rules for notification to members of proposed amendments; 4) define rules for voting to ratify bylaw amendments; 4) define actions that occur after ratification.
CURRENT
Article XII – Amendments
These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors and a two-thirds (2/3) vote at an Annual Meeting of the Society, provided that notice of the proposed amendment has been communicated by electronic means or by mail or private carrier to active members at least forty five (45) days previous to the meeting at which it is to be considered.
PROPOSED
Article XII – Amendments
A. Proposing bylaws. Bylaw amendments may be proposed by any of the following methods:
- Bylaw amendments may be proposed by any Officer or Director, and must be approved to be placed on the ballot by a two-thirds (2/3) vote in favor of the Board. Amendments from the Board may be introduced and voted on at any time during the year, but the preference is to combine amendment voting with board elections.
- Bylaw amendments may be proposed by a petition sent to the Board which is endorsed by at least 25 active members of the society. The petition process should be electronic using a method determined by the Board and incorporated in the Standing Rules. The process to submit petitions must be described on a publicly accessible page on the Society website. Any petitions that meet the criteria will be automatically approved to be placed on the ballot without requiring a vote by the Board.
B. Membership notification
- Upon approval to be placed on the ballot, the Board of Directors will set the date when the members will be notified of the upcoming vote to ratify the amendments. Notification should occur no later than 1 month after the proposal is approved to be placed on the ballot. Multiple amendments may be on the same ballot.
- The notice will contain an exact description of the bylaw changes, a brief reason for the change, and the date when voting begins.
- Notification shall be conducted electronically. The method used will be determined by the Board and incorporated in the Standing Rules, and should be selected based on reaching the most members possible. Any members not contactable by electronic methods will be sent voting information via the US Postal Service or other private carrier, but they must vote using the voting method in effect at the time.
C. Voting
- Voting to ratify bylaw amendments shall be conducted electronically. The method used will be determined by the Board and incorporated in the Standing Rules, and should be selected based on accessibility to most members and on ease of use. Care should be taken to ensure that only active members may vote.
- Voting will begin no less than 2 weeks before and no more than 3 weeks after notification is sent. The voting period will be 2 weeks.
- Amendments require a two-thirds (2/3) vote in favor for ratification, with a minimum of 50 members voting.
- The results of the votes shall be conveyed to the membership as soon as possible using the same method as used for notification.
D. Ratification
- If ratified, amendments will take effect 1 week after voting ends.
- The Secretary must incorporate the amendments into the bylaws themselves no later than 1 month after ratification.
- The results of any bylaw amendments ratified since the last Annual Meeting will be reported to the membership at the next Annual Meeting.