Corporate Bylaws

Bylaws of the TNGenNet, TNGenWeb PROJECT TENNESSEE GENEALOGICAL NETWORK, INC.

A NON-PROFIT CORPORATION

* Bylaws *

Adopted 8 January 1999

As Amended 1 July 2007

With Name Revision 4 March 2008

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The Executive Board (hereinafter called the “Board”) shall determine, and may change, the location of the corporation’s principal office, provided that the principal office remains within the state of Tennessee.

ARTICLE II

MEMBERSHIP

SECTION I. CONDITION OF MEMBERSHIP. Any individual who supports the goals set forth in the Preamble of our Charter and who participates within this corporation as a County Coordinator, Special Projects Coordinator, County or Special Projects Co-host, Regional Coordinator, Chief Technical Coordinator, Assistant State Coordinator, State Coordinator, and upon application and payment of the prescribed dues and fees, if any, may be deemed eligible for membership, subject to such limitations as may be imposed without regard to sex, race, color, creed, or national origin of the individuals. All members shall conduct themselves in such manner consistent with these Bylaws.

Applicants must submit an official TNGenNet Inc. membership application.

SECTION II. MEMBERSHIP FEES. There shall be no initial membership fee, however the Board may recommend a membership fee structure, which in turn must be approved by a majority of the general membership voting at the Annual Business meeting, and this vote may be conducted online via e-mail, and the results shall be posted, and if such fee is approved, it shall not necessitate a change in the Bylaws. The membership year shall begin on the first day of July of each year.

SECTION III. PRIVILEGES. The privileges of membership shall be: participation in TNGenNet, TENNESSEE GENEALOGICAL NETWORK, INC, (hereinafter, TNGenNet, Inc) activities and holding of office when duly elected. The voting privilege may be enjoyed by all members. Each member shall have one vote.

SECTION IV. TERMINATION OF MEMBERSHIP. If a member fails to comply with the minimum standards as set by our Project Host Guidelines, a regional, assistant state coordinator and/or state coordinator will bring the matter before the board. A two-thirds vote of the board shall be required for notification of non-compliance to be sent. Failure to rectify said non-compliance within two weeks shall result in termination of membership.

Three such e-mails of non-compliance will constitute automatic termination.

SECTION V. GRIEVANCE PROCEDURE FOR MEMBERS. The Board shall provide for a Grievance Procedure for members, which be shall published in the TNGenNet Project Guidelines.

SECTION VI. HONORARY LIFE MEMBERSHIP. The General Membership or the Board may confer, with approval of two-thirds of members of the project voting, an Honorary Life Membership upon those people that have made significant contribution to the field of online genealogy.

ARTICLE III

OFFICERS & GOVERNMENT

SECTION I. EXECUTIVE BOARD. The Board shall conduct the regular business of the organization. The Board shall meet quarterly, and more often if needed. The Board meetings may be held by electronic means, at the call of the Board. A quorum for conducting the business of the Board shall be not less than five members of the Board. The first or original Board shall consist of the State Coordinator, Assistant State Coordinator and seven Regional Coordinators. All board members, after the original board, will consist of State Coordinator, Assistant State Coordinator and seven members of the general membership elected by said membership. The State Coordinator will have a vote on the Executive Board. In the absence of the State Coordinator, the Assistant State Coordinator shall chair the meetings. The Assistant State Coordinator will have a vote in all meetings. Each member of the Board shall have one vote.

A. POWERS. The Board may appoint a Financial Secretary, General Secretary, or a Membership Secretary, as non-Board positions, and as needed.

a. Financial Secretary. The Financial Secretary shall be responsible for the safe keeping of all the funds of this organization. Such funds shall be kept on deposit in financial institutions approved by the Board and the said Board shall establish rules regarding the number of signatures required to draw monies from accounts. The Financial Secretary shall pay the obligations incurred by and approved by the Board and shall present a financial statement at each Board Meeting and publish an Annual Financial Report at the Annual Business Meeting.

b. General Secretary. The General Secretary shall keep a record of all meetings of the organization and be custodian of the books and records belonging to the organization, and shall handle all correspondence (except membership correspondence) for the organization. The General Secretary shall, with the State Coordinator, sign all contracts for this organization. It shall be the responsibility of General Secretary to provide all members with an annual calendar of Meeting dates and locations.

c. Membership Secretary. The Membership Secretary shall be responsible for enrolling new members, maintaining membership records, shall handle new member correspondence, and may provide new members with a new members kit, which shall include a membership card, and a copy of the Charter and Bylaws.

B. ADDITIONAL POWERS. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to the Board’s general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

a. To select and remove all the other officers, agents, and employees of the corporation, prescribe qualifications, powers, and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, if any, and require from them security for faithful service.

b. To conduct, manage, and control the affairs and activities of the corporation and to make such rules and regulations therefore not inconsistent with law, the Articles, or these Bylaws, as they may deem best.

c. To adopt, make, and use a corporate seal and to alter its form from time to time as the Board may deem best.

d. To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities for debt.

e. To seek and apply for grants pertaining to genealogical and historical research and necessary equipment and materials to conduct that historical research and to schedule fund raising events for such research.

SECTION II. OFFICERS. The Elected offices shall be State Coordinator, Assistant State Coordinator, and seven Board Members.

SECTION III. STATE COORDINATOR. The State Coordinator shall be responsible for the organization’s Internet presence, and shall oversee the day-to-day operations. The State Coordinator shall be the chief policy enforcement officer of the organization. The State Coordinator may be assisted by committee members if State Coordinator so requests. The State Coordinator will have a vote on the Executive Board. The term of office for State Coordinator position shall be two years, however there shall be no term limits on the position of State Coordinator.

The State Coordinator shall chair all Executive Board Meetings and preside at all General Membership and the Business meetings. The State Coordinator will have a vote on the Executive Board. The State Coordinator shall, with the advice and consent of the Executive Board, select all committee chairpersons. The State Coordinator may use Robert’s Rules of Order to conduct any meeting, provided that in case of a question between a bylaw and Robert’s Rules of Order, the bylaw will have precedence over Robert’s Rules of Order. The State Coordinator may appoint a Parliamentarian, with the advice and consent of the Board. The State Coordinator may adjourn any meeting at any time. The State Coordinator shall be the liaison with TNGenNet’s Internet providers, and all affiliated projects and associations.

SECTION IV. ASSISTANT STATE COORDINATOR. The Assistant State Coordinator shall be elected in a general election by a majority of members voting. The Assistant State Coordinator shall assist the State Coordinator with official business, in every way that is reasonable and proper. Assistant State Coordinator shall function in the absence of the State Coordinator. The Assistant State Coordinator, will have one vote on the Board. The term of office for Assistant State Coordinator position shall be two years, however there shall be no term limits on the position of Assistant State Coordinator.

SECTION V. EXECUTIVE BOARD MEMBERS. The Executive Board will consist of seven Board members. Term of office for duly elected full term Board members shall be two (2) years. The term of office for duly elected replacement Board members shall be the balance of the existing term of office. The term of office for replacement Board members appointed pro tem by the Board shall be the balance of the existing term of office or until being replaced by a duly elected board member. There shall be no term limits on the position of Executive Board Member.

SECTION VI. REGIONAL COORDINATORS. Regional Coordinators will be appointed by the State Coordinator with two-thirds approval of the board. Regional Coordinators duties shall be to assist the County Coordinators including uploading to the TNGenNet Inc. server, if required. There is no time limit to term of office.

SECTION VII. COUNTY COORDINATORS. The State Coordinator shall appoint the County Coordinators. The duties of the County Coordinators shall be to create and/or maintain and enhance Tennessee County (TNGenNet) Home Pages and Genealogical Query Pages. The duties of County Coordinators may be shared with other people. The County Coordinators will have no vote on the Board. The county coordinators will follow the minimum standard Project Guidelines. There shall be no term limit to the position of County Coordinator.

SECTION VIII. CHIEF TECHNICAL COORDINATOR. The State Coordinator shall appoint the Chief Technical Coordinator. The Chief Technical Coordinator shall be highly skilled in computer matters. The Chief Technical Coordinator shall advise the State Coordinators and the Board on technical matters. The Chief Technical Coordinator will have no vote on the Board. There shall be no term limit to the position of Chief Technical Coordinator.

SECTION IX. SPECIAL PROJECTS COORDINATORS. The Special Projects Coordinators may be appointed, as the need occurs, by the State Coordinator and with the advice and consent of the Board. The Special Projects Coordinators will have no vote on the Board. There shall be no term limit to the positions of Special Projects Coordinators.

All TNGenNet Special Projects will be housed on the TNGenNet web site, subject to the provisions found in the Project Guidelines.

SECTION X. UNEXPIRED TERMS. The Board shall appoint from the general membership to fill unexpired terms, or they may schedule a special election for that purpose.

SECTION XI. REMOVAL FROM OFFICE. Removal from office shall be by resignation or by two-thirds vote of the Board followed by a majority vote of members present at the next following General Membership Meeting or special online vote. Reasons for removal will be:

  1. Behavior which can be shown to be detrimental to the mission of the project.
  2. Shall include, but not limited to, abandonment of duties, and/or non-compliance to Project guidelines

SECTION XII. VACANCIES. Any Board member may resign effective upon giving written notice to the State Coordinator, Assistant State Coordinator or Board. If the resignation is effective at a future time, a pro tem successor may be selected before that time, to take office when the resignation becomes effective. The State Coordinator or the Board may immediately fill emergency vacancies on a pro tem basis.

SECTION XIII. COMMITTEES & OTHER WORKING UNITS. The State Coordinator shall, with the advice and consent of the Executive Board, select all committee chairpersons. The members of a committee or other working unit shall be selected from the general membership by that chairperson and approved by a majority of the Board. Committees in addition to the standing committees may be created as needed by the Board. Ad hoc committees which fulfill long-term needs shall be written into the Bylaws and become Standing Committees.

SECTION XIV. STANDING COMMITTEES. The Board may form Standing Committees as needed.

SECTION XV. GENERAL ELECTIONS and NOMINATIONS.

A. General elections shall be held every two years.

B. Elections may be conducted by electronic means, e-mail, or online poll.

C. Election polls shall be open for at least two weeks (fourteen consecutive days), ending on the last day of June.

D. The election shall be by secret ballot.

E. A list of eligible voters shall be made public for the duration of the election. Once the polls are open, no voters may be added to the voting list.

F. All members in good standing may make nominations, nominate themselves, be nominated for office, run for office, and vote in all TNGenNet Inc. general elections.

G. A nominating period of at least ten consecutive days (covering two weekends) shall precede the election and shall be open to members in good standing.

H. There may a grace period of up to five consecutive days between the closing of nominations and the opening of the polls.

I. Nominations shall be made on TNGenNet’s mailing list.

ARTICLE IV

MEETINGS

SECTION I. MEETINGS. General Meetings, the Business Meetings, and Board Meetings shall be open to all members. The members shall be informed of the meeting dates. Any meeting may be held by electronic means, at the call of the State Coordinator or the Board.

The State Coordinator or Board may declare “Executive cession” as defined by Robert’s Rules of Order, and apply that Executive cession to any meeting.

SECTION II. GENERAL MEETINGS. At least one General Membership Meeting shall be held be held annually, in addition to the Business Meeting.

SECTION III. BUSINESS MEETING. A Business Meeting, which is the main General Membership Meeting of each year, shall be held annually. An annual financial report shall be made available at the Business Meetings. At this meeting the State Coordinator shall submit a full report of the activities of the Board and the financial status of the organization.

SECTION IV. BOARD MEETINGS. See Article III, Section I.

SECTION V. SPECIAL MEETINGS. The State Coordinator or the Board may call a Special Meeting, at their discretion. Special Meetings shall not replace the Annual Business Meeting. The membership shall be notified of all Special Meetings at least three weeks in advance if possible.

SECTION VI. MEETINGS. At the discretion of the Board or the State Coordinator, any meeting may be held online (Internet). All online voting must be done with e-mail, the e-mails archived and the results posted on the TNGenNet Inc. web site.

SECTION VII. ROBERT’S RULES OF ORDER. Whenever “Robert’s Rules of Order” are use, the latest edition of “Robert’s Rules of Order Newly Revised,” by Henry M. Robert shall be used and shall supercede all earlier editions.

ARTICLE V

AFFILIATIONS

SECTION I. AFFILATIONS. The TNGenNet, Inc. may affiliate with any non profit genealogical association that supports the goals and standards set forth in the Preamble of our Charter.

SECTION II.

Vacated, 1 July 2007

SECTION III.

Vacated, 1 July 2007

ARTICLE VI

CHARTER, BYLAWS, & PROJECT HOST GUIDELINES

SECTION I. CHARTER. Our Charter (Preamble and Articles) is the statement of our principles and the foundation of this corporation.

SECTION II. BYLAWS. The Bylaws shall be the working rules of the organization.

SECTION III. PROJECT HOST GUIDELINES. The Board shall establish guidelines for the Coordinators of County and Special Project web pages. These guidelines shall state the minimum page standards required by TNGenNet Inc. and shall establish procedures for the removal of any host that does not meet the established standards, and these guidelines will be posted on TNGenNet Inc web site.

SECTION IV. REVISIONS & AMENDMENTS. Amendments to these Bylaws shall be proposed by the Board or by petition of any five members to the Board. Approval shall be by two-thirds vote of the members voting. Members shall be notified by regular e-mail, thirty (30) days in advance, of any proposed vote to change the Charter or Bylaws. The proposed amendments shall be posted thirty days prior to the vote. The vote will be taken via e-mail and the result shall be posed on the TNGenNet, Inc. website.

ARTICLE VII

DISSOLUTION

SECTION I. METHOD OF DISSOLUTION. Members shall be notified by regular mail at least thirty (30) days prior to the Annual Business Meeting of the intent to vote on the dissolution of the organization. Dissolution of this organization shall be by a two-thirds vote of the members present at the Annual Business Meeting.

SECTION II. DISTRIBUTION OF ASSETS. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue code, or corresponding section of any future tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VIII

ACTIVITIES

SECTION I. ACTIVITIES. Notwithstanding any other provision of these articles, the organization shall not carry on any other activity not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provision of any future United States Internal Revenue law; or (b), by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986, or corresponding provision of any future United States Internal Revenue law.

No substantial part of the activities of the organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the organization shall not participate or intervene in any political campaign, including the publishing or distribution of statements, on behalf of any candidate for public office.

ADOPTED

Bridgett Smith, State Coordinator
Nancy Cole, Assistant State Coordinator
Date. 8 January 1999, 12:01 a.m.

AMENDED

Mai Byers, State Coordinator
Fred Smoot, Assistant State Coordinator
Date. 1 July 2007, 12:01 a.m.

NAME REVISION

Connie Burkett, State Coordinator
Mari Byers, Assistant State Coordinator
Date. 4 March 2008, 12:01 a.m.

TNGenNet, Inc. 2007 Election Results, Including Amendments

This page was first posted on: 10 January 1999.