Article I OFFICES
The Principal Office of the Corporation shall be that of the Chairman of the Board.
The Principal Office of the Corporation shall be that of the Chairman of the Board.
Membership shall be open to anyone who is interested in Genealogical or Historical Research.
The following memberships are available:
A. Individual Membership: Full membership. May vote on all issues. If elected or appointed, may hold office.
B. Family Membership: This extends the privileges of Membership to a family living in the same household of a general member. Privileges are the same as an individual member but are limited to two votes per Family Membership.
C. Life Membership: Awarded by the Board to a member who has given outstanding service to the organization. Life membership retains full status as a Family Membership. Life members are eligible to hold office by election or appointment, to vote, and are excused from further payment of dues.
D. Volunteers working at Heritage Quest Research Library must be members in good standing.
2.02 Termination of Membership
A. Non-payment of Dues: When Membership dues expire, it is no longer considered a Membership in good standing.
B. Resignation: If a Member submits a written request to resign membership dues are non-refundable.
C. Detrimental Activity: A Membership may be terminated by a 2/3 vote of the Board of Trustees for any activity detrimental to the Library. Terminated members will be notified in writing by the Chairman of the Board. A terminated member may not participate in Library business. Memberships considered for termination have the right of appeal to the Board of Trustees by filing a letter to the Chairman of the Board of Trustees before the next Board meeting.
D. Outstanding Debt: If a Member incurs an outstanding debt to the Library, for any reason, their membership will be no longer considered in good standing.
The annual membership dues shall be determined by the Board of Trustees and ratified by the membership.
A. Dues will be payable during, or before, the member's dues expiration month. Family Membership dues run concurrent with the General Memberships dues.
B. No refund of dues.
C. If a member of the Board or the Management Team fails to pay dues by the end of their dues expiration month, their position will automatically become open for replacement.
3.01 General Membership
The annual General Membership meeting will be held on a Saturday in the month of January.
3.02 Board of Trustees
The Board of Trustees will meet quarterly. Board meetings shall be open.
A. A quorum shall be a majority of the members present.
3.04 Parliamentary Authority
The latest version of Robert's Rules of Order, newly revised, shall be the authority for any parliamentary concerns not covered by the Heritage Quest Research Library Bylaws.
3.05 Documentation of Meetings
Documentation of all Board, General Membership, and Management Team Meetings will be available to all members on the premises of Heritage Quest Research Library. These minutes shall become a part of the permanent history of the Corporation.
4.01 Elected Officials
There shall be nine (9) trustees. Eight (8) of those trustees shall be elected by the general membership at the Annual Meeting. Four (4) trustees (Position 1, 3, 5, and 7) shall be elected in each odd numbered year and four (4) trustees (Position 2, 4, 6, and 8) shall be elected in each even numbered year. The term of office shall be two (2) years. The ninth trustee will be a representative of the Management Team, chosen by the Management Team, to represent them at a particular Board Meeting.
4.02 Management Team
There shall be a minimum of five (5) members of the Management Team. New Management Team members shall be approved by the Management Team.
An election for the purpose of selecting Trustees will be held prior to the Annual Board and Membership Meeting.
A. Good Standing: Each nominee must be a HQRL Member in good standing.
B. Nominee Attendance: To be elected, a nominee is expected to be present at the Annual Board and Membership Meeting at which the results of the election are announced. If the nominee is unable to attend, an explanation is to be provided to a Board member prior to the meeting. The absence will be accepted or rejected by a majority vote of the Board. If accepted, the votes for that nominee will remain valid; if rejected, the votes for that nominee will be null and void.
C. Articles of Incorporation and Bylaws: Each nominee will be provided a printed copy of the current HQRL Articles of Incorporation and Bylaws.
A. Ballots: Ballots will be provided to all HQRL members in good standing 30 days prior to the election.
B. Deadline for Voting: All ballots must be received at HQRL before 4:00 p.m. on the last HQRL business day before the Annual Board and Membership Meeting.
C. Voting: No proxy voting will be allowed.
D. Counting Ballots: The counting of the ballots will take place prior to the start of the Annual Board and Membership Meeting.
E. Election Results: The election results will be announced at the Annual Board and Membership Meeting.
F. Tiebreaker elections: If there is a tie for a vacant position, a tiebreaker election will be held by secret ballot during the Annual Board and Membership Meeting. To vote, the attending member must be in good standing to cast a ballot.
It shall be the duty of all elected Officials and Appointees to attend all General Membership and Board of Trustee meetings. In the event an elected Official's personal life or work requirements consistently prevents attendance at meetings, said official may resign, or may be encouraged by the Board to resign their position. Each absence shall be handled on a case by case basis by the Board. Failure to attend two (2) consecutive Board of Trustee meetings will give the Board the option to declare that position vacant. Persons subject to such action will be notified in writing of the Board's intention prior to the declaration of vacancy.
6.02 Elected Officials
A. Duties of the Chairman of the Board: The Chairman of the Board shall preside over all meetings of Heritage Quest Research Library Board of Trustees.
B. Duties of the Vice Chairman: Shall preside at any meeting the Chairman is unable to attend.
C. Duties of the Secretary: Shall keep the minutes of the meetings of the Board of Trustees.
D. Duties of the Trustees: The affairs of the Heritage Quest Research Library shall be managed by the Board of Trustees. The Board of Trustees acts on items of business with the Chairman of the Board reporting to the membership on the actions taken. The Board of Trustees shall monitor the management and formulate the policies of Heritage Quest Research Library.
7.01 The Board of Trustees Qualifications
All members of The Board of Trustees must be Heritage Quest Research Library members in good standing.
The Chairman of the Board of Trustees is elected by the Board at the Annual Meeting for a term of one year.
The Board of Trustees shall meet quarterly or at the call of any two Trustees.
7.04 Removal of Trustees
Removal of Trustees shall be the responsibility of a three (3) person committee approved by a majority of the Board members.
Board of Trustee vacancies shall be filled by an interim selection by a majority vote of the Board of Trustees to fill the vacancy for the remainder of the term.
There must be a majority of the full Board present at any board meeting to conduct business. All have equal voting rights.
Board members, as such, shall receive no compensation for their service.
8.01 Management Team
Members of the Management Team must be Heritage Quest Research Library members in good standing.
8.02 Management Team Selection
The Management Team shall select, from among themselves, a Director who will have the power and duties normally exercised by the President of a Corporation. This selection will take place every year at the first Management Team meeting following the annual general membership meeting.
8.03 Management Team Responsibilities
The Management Team shall be responsible for the daily operations of Heritage Quest Research Library and shall be empowered to make necessary decisions. Responsibilities shall be, but not limited to, the following:
A. Prepare the next year's proposed operating budget for presentation at the annual Board of Trustees meeting for review.
B. Review the monthly financial reports, both current and projected.
C. Shall appoint an Audit Committee of no less than three members. The Audit Committee shall appraise the financial control and accounting systems of the Library and recommend any changes it deems appropriate. When deemed necessary, the Management Team shall designate an independent auditor and shall cause to be prepared and submitted to the Board of Trustees an audited statement of the financial condition of the Library.
D. The Team is responsible for planning, implementing, and evaluating all fund-raising activities.
E. The Team is responsible for planning, development, and implementation of membership drives, assisting with design and production of membership materials, initiating and promoting continued and increased membership, and assuring maintenance of current and prospective membership records.
F. The Team shall coordinate activities of members regarding research, extraction, and publishing of records.
G. Each Team member will maintain volunteers to support them in their responsibilities.
H. The Management Team will act as the Nominating Committee for the annual election of officers for the Board of Trustees and will arrange and conduct the election at the annual General Membership Meeting in January. Any Management Team member nominated for the position to be voted on are excluded from that portion of the election and tabulating process.
8.04 Management Team Member Removal
Members may be removed from the Management Team by a two-thirds (2/3) vote of the other members of the Management Team.
The fiscal year of Heritage Quest Research Library shall be the calendar year. The proposed budget for the ensuing year shall be presented to the Board at the Annual Meeting. All expenditures must be kept within the limits of the budget. Any proposal made for expenditures in excess of the approved budget shall be referred to the Board for consideration, documentation, and approval. The documentation shall become part of the Board minutes.
All funds received or disbursed for Heritage Quest Research Library purposes shall be recorded in the Library accounts.
The Library accounts will be under the care of a Treasurer approved by the Management Team.
9.04 Monthly Reports
The Treasurer shall provide a monthly report to the Management Team and quarterly reports to the Board of Trustees. These reports shall include a profit and loss statement, balance sheet, and a budget analysis.
9.05 Special Funds
The Treasurer shall account for and preserve the integrity of special types of funds, such as funds contributed for specific use(s), special Heritage Quest Research Library projects with substantial financial significance, capital reserves, and monies collected from fundraisers and grant writers.
9.06 Audit Committee
An audit committee can be called for by any member with a $25.00 contribution. If an impropriety is found, the money will be returned.
10.01 Submitting in Writing
Any proposed amendment to the Articles of Incorporation or these Bylaws will be submitted in writing to the Board for review. The existing words must be presented, followed by the proposed change. Any proposed change to the Articles of Incorporation must be submitted Section by Section. Any proposed change to the Bylaws must be submitted Article by Article. Such proposal must be signed by at least three members in good standing and include a statement with the reason(s) the proposal should be adopted.
10.02 Review by Board
After review, the Board will make the proposal known to membership and make a recommendation to the membership on the merits of the proposal.
Using the HQRL annual ballot, the proposed change as submitted, and the Board's recommendation will be provided to all members in good standing 30 days prior to the election. Each member in good standing may vote.
Each proposed change will be voted upon exactly as submitted to the Board. The proposed change will be included on the ballot with the Board elections. If approved by two-thirds of the votes cast, the Articles of Incorporation and/or Bylaws will be deemed amended to include the proposal.
10.05 Non-Profit Status
In order to maintain the "non-profit organization" status, no amendment shall cause HQRL to fail to conform to the requirements of Internal Revenue Code Section 501(c) (3) or the corresponding section of any future tax code.
11.01 Disposal of Excess Property
The Management Team shall determine the means of disposal of excess property subject to Article V of the Articles of Incorporation.
Proceeds from the sale of any Heritage Quest Research Library property shall be deposited in the Library account.
Bylaws approved by a vote of the membership April 21, 2000.
Sections 2.01, 3.01, 4.02, 5.02, 8.02, and 8.03 amended January 25, 2003.
Sections 3.01 and 8.03.H amended April, 2010.
Articles V and X amended January 9, 2016.