By-Laws

BY-LAWS
OF THE
Tower Genealogical Society

Article I
Name-Location

Section 1 Name: The name of this association is “The Tower Genealogical Society”.

Section 2 Location: The principal office of this Society shall be located at Hingham, in the Commonwealth of Massachusetts.

Article II
Objects

Section 1 Objects: The objects of this Society shall be as set forth in the Agreement of Association and in the Charter incorporating this Society under the Laws of the Commonwealth of Massachusetts.

Article III
Members

Section 1 Members: Any descendant of the John Tower who came from England in 1637 and settled in Hingham, MA, any descendant of any of the ancestors of the said John Tower, and any husband or wife of any of said descendants may become a member of this Society by making application therefore to the satisfaction of the Executive Board that an applicant for membership is a descendant of the said John Tower, or some of his ancestors, or is the husband or wife of a descendant.

Article IV
Officers and their Duties

Section 1 Officers: The Officers of this Society shall be a President and a Vice-President, Executive Secretary, Recording Secretary, a Treasurer, and an Executive Board, which shall consist of the five officers already named and four additional members. All officers shall be elected by ballot and shall serve for a term of two years and until their successors are elected and qualified. The President and Vice-President shall be limited to two consecutive elected terms.
Current Society membership shall be a requirement for qualification to any office of this organization.
Any two offices, except that of President and Vice-President may be filled by one and the same member, and in the event that the officers shall consist of less than five members, there shall be elected as members of the Executive Board, in addition to the four members of said board heretofore provided for, a number sufficient to make the entire membership of the Executive Board including the officers, nine.
Each officer shall promptly transfer all records and files (physical and electronic) to the newly elected successor to his/her office.

Section 2 President: The president shall preside at all meetings of the Society and of the Executive Board and shall be the Chief Executive Officer and head of the Society. She/He shall perform all such duties as are incident to his office or which may be required of him by the Executive Board. The President shall see that all official meetings are conducted in accord with Robert’s Rules of Order.

Section 3 Vice-President: The Vice-President shall have such powers, and shall perform such duties as may be assigned by the Executive Board. In case of death, resignation, absence or disability of the President, the duties of the President shall be performed by the Vice-President.

Section 4 Executive Secretary: The Executive Secretary shall attend to the correspondence of the Society, except the giving of notices of meetings. By virtue of the office she/he shall be the historian of the Society, and shall have custody and control of papers, documents and the like of historical interest to the Society, and shall have charge of the Genealogical data. The Executive Secretary shall perform such other duties as may be assigned to him/her by the Executive Board.
Copies of all genealogical data and pertinent correspondence shall be provided to the President, in order to maintain protection against permanent loss through natural catastrophe, such as fire, flood, etc.
All Executive Board members should be aware of these locations and notified of any change of address or storage location and/or format by the Executive Secretary or President.

Section 5 Recording Secretary: The Recording Secretary shall be the Secretary of the Executive Board. He/she shall keep records of all votes and the minutes of all proceedings of meetings of the Society and the Executive Board in a book maintained for that purpose. He/she shall attend to giving proper notice of all meetings, and shall record the same.

Section 6 Treasurer: The Treasurer shall receive and disperse the funds of the Society under the direction of the Executive Board. He/she shall see that regular books are kept containing the accounts of the Society and shall render statements of its financial condition at the general meetings of the Society, and whenever required by the Executive Board.
When there is a Treasurer change, or when requested by the President, or when requested by at least half of the Executive Board, the Treasurer will provide all ledgers, checking statements, invoices, receipts, and other records for audit by members appointed by the President. The President will appoint two or three board members, one or two of whom are non-officers, and all of whom are non-signatories to the TGS financial accounts, to perform these audits and report the findings to the Executive Board.

Section 7 Executive Board: The Executive Board shall have and exercise full control and management of the affairs of, and business of, this Society, except such as are conferred by law or these by-laws upon the members or upon the officers of this Society. The Executive Board may adopt from time to time such rules and regulations not inconsistent
with these by-laws or the law, as the Executive Board may from time to time determine.
It may delegate any of its powers and duties to any officer or committee consisting of either members of the Executive Board or of members of the Society, and it may by resolution appoint committees for furthering the interest of the Society, and may determine by resolution the powers and duties of such committees.

Section 8 Vacancies: In case of vacancy occurring in the office of any officer or member of the Executive Board by reason of death, resignation, disqualification or otherwise, the remaining members of the Executive Board by majority vote by ballot may elect a successor who shall hold the office for the unexpired term. Vacancies in the office of President, Vice-President or Executive Secretary shall be filled by members of the Executive Board.

Section 9 Communications: The Society shall maintain a presence on the World Wide Web that can inform and guide potential members to the proper individual to join the organization, and provide such other information as the President shall determine suitable.

Article V
Meetings of the Society

Section 1 General Meeting: A general meeting of the members of this Society shall be held subject to the call of the Executive Board. The time and place of said meeting to be determined by said Board. Ten members shall constitute a quorum at general meetings. Meetings conducted via electronic communications shall have the same authority as those conducted in person.

Section 2 Special Meetings: Special meetings of the Society for any purpose or purposes shall be held at such times and places as necessary and when called by a majority of the Executive Board. The resolution calling for a special meeting shall state the objects of such meetings and a copy of such resolutions shall be included in a meeting notice.

Section 3 Notices: Notice of any meeting stating the time and place of said meeting shall be distributed, by the Executive Secretary at least thirty days prior to the meeting, to each member of the Society at his address as the same appears on the books of the Society. Electronic mail or telephone notices may be used in place of physical delivery of notice. Notice included in any communication provided to all members by any delivery means shall suffice.

Section 4 Order of Business: The order of business of meetings of the Society shall be as follows:
1 – Roll Call – a quorum being present
2 – Reading of Minutes of Preceding Meeting and action thereon
3 – Reports of Officers
4 – Reports of Committees
5 – Action on Reports of Officers and Committees
6 – Unfinished Business
7 – Election of Officers
8 – New Business

Section 5 Adjournments: If an any meeting duly called, a quorum shall fail to attend, those present may adjourn the meeting from time to time without further notice until a quorum shall attend, and thereupon any business may be transacted which might have been transacted at the meeting as originally called had the same been held.

Section 6 Elections: At the election of officers the polls shall be opened and closed and all ballots shall be received and counted by two inspectors of election who shall be appointed by the presiding officer of the meeting, shall be sworn to faithfully perform their duties, and shall in writing certify to the returns. All officers shall be elected by a majority of the members present and voting.
The Executive Board may, if it sees fit, appoint a nominating committee before the meeting whose duty shall be to report to the meeting a list of candidates nominated for the offices of the Society.
When elections are required and calling a timely physical meeting of members is not practical, the election may be conducted using electronic and/or paper mailed ballots, or ballots included in any communication furnished to all members by any means.

Article VI
Meetings of the Executive Board

Section 1 Meetings: The Executive Board may fix and declare the time and place of holding its meetings.

Section 2 Calling of Meetings: The meetings of the Executive Board shall be held whenever called by the President of the Society and shall be called by the President whenever two or more members of the Executive Board shall in writing request that a meeting be held. Meetings conducted via electronic communications shall have the same authority as those conducted in person.

Section 3 Notices: Notices of all meetings of the Executive Board stating the time and place shall be mailed by the Executive Secretary at least ten (10) days prior to the meeting, to each member of the Executive Board at his address as the same appears on the books of the Society. A quorum of the Executive Board shall consist of a majority of the whole Board for the time being in office.

Section 4 May Act Without Meeting: The Executive Board shall have power to act in the following manner: A resolution in writing signed by a majority of all the members in office shall be deemed to be the action of the Executive Board to the effect therein expressed with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting and it shall be the duty of the Executive Secretary to record such resolution in the minute books of the Society under its proper date.

Article VII
Fiscal Year

Section 1 Fiscal Year: The fiscal year of the Society shall be from October 1 through September 30 of the following year.

Article VIII
Dues and Finances

Section 1 Dues: Life membership in the Society shall be at a fee of Three Hundred Dollars ($300.00); Annual Supporting Membership, and Annual Membership Dues shall be determined by the Executive Board. A membership year is twelve (12) months beginning with the first full month immediately following proof of eligibility and enrollment in the Society. The Treasurer shall receive payment and provide a proper credit receipt.

Section 2 Funds: The funds of the Society shall be deposited by the Treasurer in the name of the Society in a bank or trust company to be designated by the Executive Board. The funds of the Society may be separated when desirable, one being the Expense Fund and the other being the Genealogy Fund; the latter being reserved for projects such as publication of future volumes of Tower Genealogy. Electronic publication and distribution may be supported in addition to, or in lieu of, physical documents.
The Executive Board shall determine the price to be charged for Society publications or services. Separate prices may be set for sales to members and non-members of the Society.

Section 3 Expense Fund: All money received by the Executive Secretary from membership or annual dues shall be placed in the Expense Fund to be used by the Society for the expenses of the Society, including research and reunions. Any surplus in the Expense Fund may, at the direction of the Executive Board, be transferred to the Genealogy Fund.

Section 4 Genealogy Fund: The Genealogy Fund shall consist of such money as from time to time may be transferred to it from the Expense Fund by the Executive Board and also any voluntary contributions which may be received from members of the Society.

Section 5 Life Members: Any person eligible to membership in the Society may become a life member by paying to the Executive Secretary, the sum of Three Hundred Dollars ($300.00) and thereafter as long as he or she shall live, such life member shall be entitled to all the rights and benefits of members, without the payment of annual dues.

Article X
Amendments

Section 1 Amendments: These by-laws may be altered, amended or repealed at any annual meeting of the Society by a two-thirds vote of the membership present and voting, provided that the proposed alteration, amendment or resolution of repeal shall be presented in writing to the Executive Secretary sixty (60) days previous to the annual meeting and it shall be the duty of the Executive Secretary to include in his notice of the general meeting sent to the members of the Society, a copy of the proposed alteration, amendment or resolution of repeal.

By-Laws amended at Tower Genealogical Society Annual Meeting in Peoria, IL on September 4, 2004.

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