The Board of the North Carolina Genealogical Society is proposing the following two bylaw amendments. These will be voted on by the NCGS membership electronically. Members will will receive an email outlining the voting procedure. Amendments require a two-thirds (2/3) vote in favor for ratification, with a minimum of 50 members voting.
You may view a current copy of the bylaws by clicking here.
AMENDMENT 2025-1: EXECUTIVE DIRECTOR EMPLOYMENT TERMS
Background
NCGS hired an Executive Director for the first time in 2022. At the time it was not clear if this position would be needed and/or would fit within the NCGS budget, so the term was limited to 2 years, renewable if needed. We are pleased to say that after 3 years, having this position has had a very positive impact on NCGS operations, and with the growth in membership has not put any strain on the budget.
Because of this, and because the Executive Director was the first and only W-2 employee for NCGS, the terms of employment need some minor adjustments. Any references to general employment policies will be removed the Executive Director’s agreement and and made part of policies that apply to all W-2 employees, and the Executive Director’s employment terms will no longer have a set ending date. The current contract allows either party to terminate the agreement at any time, and that will remain as-is.
Change summary: 1) Create staff policies common to all W-2 employees; 2) replace the 2 year contract for the Executive Director with an Employment Agreement; 3) clarify that the Executive Director may cancel the agreement at any time, as is stated in their current contract.
CURRENT BYLAW TEXT
ARTICLE X. Staff
Section 1. Executive Director
A. There will be an employment contract approved by the Board and signed by the Executive Director and the NCGS President. The contract duration will be two (2) years with an option to renew the contract at the Board’s discretion.
B. The Board may terminate the contract with the Executive Director at any time, with or without cause, by a two-thirds (2/3) vote.
PROPOSED BYLAW TEXT
ARTICLE X. Staff
Section 1. Staff policies
NCGS will maintain a set of policies approved by the Board which apply to all W-2 employees. These policies will define benefits and restrictions which include but are not limited to holidays, vacation days, sick leave, confidentiality, expense reimbursement, work for hire rules, and handling of organizational property.
Section 2. Executive Director
A. The Executive Director will be a W-2 employee of NCGS operating under the policies described in Article X Section 1. The specific duties and salary for this position will be defined in an Employment Agreement approved by the Board and signed by the Executive Director and the NCGS President. This Employment Agreement may be amended or replaced at any time as approved by the Board, and any changes will be signed by the Executive Director and the NCGS President.
B. The Board may terminate the Employment Agreement, with or without cause, by a two-thirds (2/3) vote.
C. The Executive Director may terminate the Employment Agreement at any time by giving notice to the NCGS President.
AMENDMENT 2025-2: SWITCHING NOMINATING COMMITTEE MEMBERS FROM ELECTED TO APPOINTED, AND EXPANDING THE COMMITTEE ROLE
Background
NCGS currently uses a nominating committee to find and vet individuals for board positions, and to recommend a slate of candidates for the yearly election. The chair of the committee is appointed by the NCGS President and approved by the board, while the four members are elected by the membership for two year terms. Nominating committees are common but not required in non-profit organizations. In most cases committee members are appointed by the board and not elected by the membership.
The method NCGS follows was decided long ago so the reasons aren’t clear, but one can assume it was to prevent “cronyism” with regards to board members such as only nominating their friends or relatives or staying in office for very long periods. With the difficulty in current times of finding those willing to serve on nonprofit boards with no compensation, cronyism isn’t really an issue now even if it might have been in the past. It has been observed that an elected committee member can be less responsive than someone who was appointed by and actively working with NCGS in other capacities.
NCGS has also found that in searching for board members, the Nominating Committee often uncovers people who want to volunteer with NCGS but do not want to commit to being on the board, or perhaps are better suited to a contract position. They would then need to pass the information to whoever at NCGS would have interest, which can complicate, delay, or even hinder the process of finding volunteers.
This amendment creates a new standing committee known as the Staffing Committee, which includes the functions of the Nominating Committee to find board members, and also includes finding candidates for all positions within NCGS, volunteer or paid. Committee members will be appointed in the same manner as all other NCGS committees. If this amendment is ratified, any Nominating Committee member who was elected prior to January 1, 2026 will be allowed to serve the remainder of their term.
Change summary: 1) remove various references to the Nominating Committee; 2) define the general role and makeup of the new Staffing Committee; 3) define the role of the Staffing Committee in finding and recommending candidates for the Board of Directors; 4) define the role of the Staffing Committee in finding and recommending candidates for other positions within NCGS;
CURRENT BYLAW TEXT
ARTICLE VI. Officers
Section 3. Duties
A, The President shall
4. serve as a member of the Budget and Finance Committee and serve ex officio as a member of all committees except the Nominating Committee;
ARTICLE VIII. Committees
Section 1. Standing Committees
E. Nominating Committee: This committee shall identify, recruit, screen and interview candidates for the board of directors. It will support the board’s mission by helping to identify gaps in expertise, conducting an orientation and mentoring program for new board members, and striving for diversity. The committee will consist of five active members. Two members of this committee shall be elected at each Annual Meeting of the Society for a term of two years or until the second Annual meeting of the Society following their election. The fifth member of this committee shall be the Chair of the Nominating Committee appointed by the board for a term of two years.
1. The Nominating Committee shall report one nominee for each of the Society offices to be filled and two nominees for the succeeding year’s Nominating Committee. The committee will obtain a consent to serve, if elected, from each nominee. The report of the committee shall be included in the notice of the Annual Meeting and shall also be given at the Annual Meeting.
2. The Executive Committee shall elect an active member to fill any vacancy occurring on this committee.
3. No elected member of this committee shall serve more than two consecutive terms.
PROPOSED BYLAW TEXT
ARTICLE VI. Officers
Section 3. Duties
A, The President shall
4. serve as a member of the Budget and Finance Committee and serve ex officio as a member of all committees;
ARTICLE VIII. Committees
Section 1. Standing Committees
E. Staffing Committee: This committee shall identify, recruit, screen and interview candidates for the board of directors, and find and identify individuals interested in volunteering or working for NCGS in any capacity. It will support the board’s mission by helping to identify gaps in expertise, conducting an orientation and mentoring program for new board members and other volunteers, and striving for diversity.
1. Board positions. The Staffing Committee shall present to the board qualified nominees for each of the board positions to be filled for the upcoming terms. This shall be completed prior to any deadlines required for election notification. The board will select and approve one nominee for each position by a simple majority vote. The Staffing Committee will obtain a consent to serve if elected statement from each selected nominee.
2. Volunteer/Staff positions. The Staffing Committee shall maintain a list of staffing needs as provided by board members/staff, and a list of current and potentially available individuals interested in volunteering or working for NCGS, and their skills and availability.