Amended July 2020
Approved January 2022
ARTICLE I – NAME
The Society shall operate as a nonprofit organization, organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
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ARTICLE II – NONPROFIT STATUS
1.
The Society shall operate as a nonprofit organization, organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
2.
No part of the net income of the Society shall benefit any private individual, except those who may become employees or contractors of services.
3.
Funds collected by the Society shall, except for periodic small cash receipts, be deposited into its checking account duly authorized by the Board, and the Treasurer shall provide accountings of all monies, including deposits, checks written, and petty cash, in the manner prescribed by the Board.
4.
No assets shall be distributed to any individual, including anyone who has ever been an officer of the Society, except to pay debts owed.
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ARTICLE III – MISSION
The mission of the Society shall be “Members help members connect with their Jewish ancestry.”
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ARTICLE IV – OBJECTIVES
1.
Collect, preserve, and perpetuate the records and history of our Jewish ancestors.
2.
Promote genealogical and historical research and aid in the publication, dissemination, preservation, and safeguarding of genealogical and historical manuscripts pertaining to Jewish genealogical research and other genealogical interest, including biography, family, and local history. Publish and circulate literature relative to the purposes and acquisitions of the Jewish Genealogical Society of Oregon.
3.
Carry on the work of education and educational purposes of the study of Jewish genealogy.
4.
Receive financial donations or gifts of real or personal property in the name of the Jewish Genealogical Society of Oregon for the benefit of the Society and do all things necessary for the perpetuation of the Society.
5.
Secure and hold copyrights, books, periodicals, tracts and pamphlets of genealogical and historical interest. All of the foregoing are for carrying on the work of the Society, solely for educational purposes, as provided in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE V – MEMBERSHIP
1.
There shall be three (3) classifications of members. By majority vote, the Board may create other classifications of membership.
a. Individual: Any person willing to accept the objectives and bylaws of the Society.
b. Family: Two or more persons in one household willing to accept the objectives and bylaws of the Society.
c . Organization: Any organization interested in Jewish genealogy and willing to accept the objectives and bylaws of the Society may join the Society.
2.
Membership shall be annual, starting 1 January of each year.
3.
Dues, as established and approved by the Board, shall be paid by members for each calendar year in order to be considered a member in good standing for that calendar year.
4.
New members joining after January shall be considered members in good standing.
5.
A written application for initial membership including name, address, phone, and email address must accompany the payment of dues. Application may be made by email or postal mail on the printable form from the Society website. Any member whose annual dues are not paid by 31 March shall be dropped as a member in good standing.
ARTICLE VI – GOVERNANCE
1.
The Executive Board shall consist of four elected officers: President, Vice President, Secretary, and Treasurer. The offices of President and Treasurer must be filled by different individuals. The term of office shall be two years.
2.
The Board of Directors of the Society, hereafter referred to as “the Board,” shall consist of the four elected officers and three members at large. The term of office for members at large shall be two years.
3.
All Board officers and members at large must be members of the Society in good standing.
4.
A quorum shall consist of a majority of Board positions that are filled. In the absence of a quorum, no actions may be voted upon, although suggestions may be proposed for action at a subsequent meeting.
5.
The Board shall have control and management of the affairs and the funds of the Society, subject to the will of the organization.
6.
The Board shall make all decisions for the Society in keeping with its bylaws and in agreement with any decisions reached by the general membership at a properly called meeting of the Society.
7.
The Board shall meet to carry on the business of the Society. A meeting of the Board may be requested by any two (2) members of the Board. The Secretary shall notify all Board members of the time and place of each meeting with advance notice
8.
A vacancy occurs either when an officer or other member of the Board resigns, or is absent from three (3) consecutive meetings of the Board without indicating valid cause and is removed from the Board. In the event of a vacancy in the office of President, the Vice President shall assume that position. All other board positions shall be filled by a majority vote of the Board at its next regular meeting. If, however, a vacancy other than President occurs within forty-five (45) days of a scheduled election date, the vacancy shall remain.
9.
The Board shall determine the dates and nature of all meetings and events of the Society, with due consideration given to any expressed preferences of the membership.
10.
As deemed appropriate by the Board, members in good standing may serve on committees and may assume responsibilities for specific activities of the organization.
11.
Issues and elections will be brought before the general membership for a vote if deemed necessary by the Board.
12.
Information shall be distributed prior to a scheduled meeting.
13.
At the discretion of the Board, voting may be done in person, by telephone, by telephone conference, by e-mail, or by postal mail, as long as all members in good standing are given an opportunity to participate.
14.
An issue or election will be accepted if approved by more than 50% of those members voting.
ARTICLE VII – ELECTION
1.
Society officers and members at large shall be elected in alternating years at such time as the Board shall designate.
2.
A slate of candidates shall be chosen by the Board or by a Nominating Committee named by the Board. The Secretary shall obtain the consent of each nominee prior to the election
3.
The Nominating Committee, if appointed, shall become an Election Committee and will supervise the election.
4.
Further nominations may be made. Any member in good standing shall have the right to propose additional candidates for office. Consent of nominees shall be obtained before they are proposed. Each nomination shall be seconded by a member in good standing.
5.
The Board or appointed Nominating Committee shall confirm that the ballots are accurate and complete. Results will be made public after they have been confirmed.
6.
At the conclusion of the election process, those elected shall assume office.
ARTICLE VIII – DUTIES OF BOARD AND OFFICERS
1.
The Board shall have control and management of the affairs and funds of the Society. The Board is subject to the will of the Society, and none of the Board’s acts shall conflict with the objectives as set forth in these bylaws.
2.
The President shall be the principal executive officer, with the responsibility for general supervision of the affairs of the Society. The President shall facilitate directly, or through a surrogate, all meetings of the Society and of the Board but may designate the Vice President to function when the President is unavailable. With the approval of the Board, the President shall appoint all committees and shall serve ex officio, except on a Nominating Committee, should one be appointed.
3.
The Vice President shall substitute in the absence of the President and shall carry out whatever responsibilities may be assigned to the Vice President by the President or Board.
4.
The Secretary shall keep a record of the proceedings of the Society and of the Board and carry out any necessary correspondence on behalf of the Society.
5.
The Treasurer shall keep accurate records of the Society’s funds, including receipt of dues and any other income and expenditures as authorized by the Board, and shall make a reasonable effort to collect dues or any debts owed to the Society. The Treasurer shall coordinate with the Membership Director to maintain a roster of members in good standing. An annual report and a budget shall be prepared and presented to the Board at its first Board meeting of the year. At the discretion of the Board, additional reports may be required of the Treasurer. An Audit Committee or other accounting assistance may be authorized by the Board.
ARTICLE IX – CONFLICTS OF INTEREST
The Board shall establish a conflict-of-interest policy.
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ARTICLE X – COMMITTEES
Standing committees and temporary committees may be established by the Board as needed. All such committees shall report to the Board.
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ARTICLE XI – MEETINGS
1.
All meetings shall be open to anyone interested in the objectives of the Society. The Board may request contributions from nonmembers wishing to attend Society meetings that include a presentation or a program. These contributions help defray expenses associated with meetings and other Society activities.
2.
A quorum at a scheduled meeting shall consist of ten (10) members in good standing, including at least one (1) Board member.
3.
There shall be a minimum of four (4) general meetings and one (1) Annual Meeting in each calendar year to conduct activities which promote the objectives of the Society, including elections.
4.
The Board may schedule additional meetings at its discretion.
5.
Notice of the time, place, and purpose of a special meeting shall be delivered to each member of the Society via email or other means as needed.
5.
Meeting dates shall not conflict with Jewish holy days.
ARTICLE XII – FEES
The Board shall establish and may adjust charges, fees, dues, and other sources of income. Notices of changes in charges or fees must be publicized at least thirty (30) days in advance.
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Changes in annual dues must be publicized at least sixty (60) days prior to the effective date of change.
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ARTICLE XIII – INDEMNIFICATION
1.
Every present and former member of the Board shall be indemnified by the Society against any liability and reasonable expense actually incurred in connection with any claim, action, suit, or proceeding, provided that such person is wholly successful with respect thereto or acted in good faith in what such person reasonably believed to be the best interests of the Society, or was not willful or reckless, and with respect to any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful. “Claim, action, suit, or proceeding” shall include, but need not be limited to, the termination of any claim, action, suit, or proceeding, by or upon a plea of guilty or of nolo contendere, or its equivalent, or a negotiated settlement, shall not create a presumption that such a person did not meet standards of conduct set forth in the bylaws of the Society. “Wholly successful” shall mean termination of any action, suit, or proceeding against the person in question without any finding of liability or guilt, or the tolling (extension) of any applicable statute of limitations after the making of any claim, or threat of an action, suit, or proceeding without the institution of same.
2.
The Board may authorize the purchase and maintenance of insurance on behalf of any director or agent of the Society against any liability that may be asserted or incurred.
ARTICLE XIV – MISCELLANEOUS
1.
The fiscal year shall be the calendar year, commencing on 1 January and ending on 31 December.
2.
Title to all property, such as books, office equipment, etc., shall be held in the name of the Society. A record of all property shall be maintained by a custodian designated by the Board. The Board may obtain suitable insurance for such property.
3.
Independent legal counsel may be retained if and when the Board determines it is necessary.
ARTICLE XV – AMENDMENTS
These bylaws may be amended or repealed by the Board of Directors and members of the Society subject to the following conditions:
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1.
Amendments to these bylaws shall be proposed in writing.
2.
Amendments may be offered by the Board or by members of the Society in good standing.
3.
Amendments may be acted upon at any regular or special meeting of the Society, provided that the amendments shall have been circulated at least ten (10) days in advance.
4.
Bylaws amendments will be adopted if approved by at least sixty percent (60%) of those members voting, including two thirds of the Board.
5.
The Treasurer shall keep accurate records of the Society’s funds, including receipt of dues and any other income and expenditures as authorized by the Board, and shall make a reasonable effort to collect dues or any debts owed to the Society. The Treasurer shall coordinate with the Membership Director to maintain a roster of members in good standing. An annual report and a budget shall be prepared and presented to the Board at its first Board meeting of the year. At the discretion of the Board, additional reports may be required of the Treasurer. An Audit Committee or other accounting assistance may be authorized by the Board.
ARTICLE XVI – SUSPENSION OR DISSOLUTION
The organization may suspend its activities for a defined time period, or be dissolved, only with the authorization of the Board of Directors as presented at a special meeting of the membership conducted for that purpose, and with the subsequent approval by no less than a two-thirds (2/3) vote of the members present. In the event of suspension or dissolution, the assets of the Society shall be applied and distributed as follows:
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1.
Upon the suspension of operations, or dissolution of the Society, the Board of Directors shall, after payment of all liabilities, transfer the remaining assets under a mutually acceptable agreement to either:
a. The International Association of Jewish Genealogical Societies (IAJGS); or
b. An alternative fund, foundation, or corporation organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, with an established tax-exempt status under that section, with goals and objectives relating to Jewish genealogy substantially similar to those of the Society.
2.
If the Society suspends operations, Society assets shall be held in trust until such time as the Society resumes operations with an active Board of Directors as specified in these bylaws and requests the return of assets held. The existing Board members will remain in their positions, regardless of the two-year terms, until there is sufficient interest and support for revitalizing the Society, nominating new Board members, and electing a new Board, or until the specified period of suspension has expired.
3.
If the Society does not resume operations within the period initially specified by the Board at the time of suspension, the responsible organization entrusted shall, at its discretion, distribute all Society assets remaining and accrued solely to one or more charitable organizations dedicated to any or all aspects of Jewish genealogy, and the Society will then be dissolved. No assets shall be distributed to any individual, including anyone who has ever been an officer of the Society.
ARTICLE XVII – CERTIFICATION
These Bylaws shall go into effect upon adoption.