Bylaws for the LitvakSIG

ARTICLE I

NAME

ARTICLE II

NONPROFIT STATUS, PURPOSES AND OBJECTIVES

1. Expend its funds directly to accomplish one or more purposes described in Sections 170(c)(1) and 170(c)(2)(B) of the Code;
2. Make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code; and
3. Engage in any and all lawful activities necessary for, or incidental to, the foregoing purposes.

1. To provide an Internet discussion group forum for exchange of information on Litvak Genealogy, and also as a forum for the discussion of the historical, political, intellectual, religious, and social issues which affected the Litvak communities, helping us to understand their lives in the contexts of their times as this information relates to family history research;
2. To maintain an Internet website, providing a permanent home for new information, searchable databases, guidelines for establishing Litvak Shtetl Research Groups, and other resources;
3. To promote and encourage genealogical research and encourage the development of genealogical research tools, resources and information;
4. To encourage and support the preservation and computerization of primary sources of genealogical data;
5. To provide translations of archival and other material which has already been gathered but is inaccessible because it is written in old Cyrillic (Russian), Polish, Yiddish, Hebrew, or Lithuanian; and
6. To raise funds through dues, solicitation of contributions and application for genealogical research grants to support these objectives.

ARTICLE III

REGISTERED OFFICE, AGENT AND SEAL

ARTICLE IV

MEMBERSHIP

1. The corporation shall have one class of members.
2. At any point in time, a person shall be a member of the corporation if the person has agreed to promote the objectives of the corporation, as set forth in Article II of these bylaws, and has paid in full his or her membership dues for the current calendar year.
3. Annual membership dues shall be in an amount determined by the Board, and shall be due and payable at the commencement of each calendar year.

ARTICLE V

MEETINGS OF MEMBERS

1. An annual meeting of members shall be held during, and at the same place as, the annual International Conference on Jewish Genealogy held under the auspices of the International Association of Jewish Genealogical Societies, Inc., or if no such conference is held during a calendar year, at such time and place within or without the State of Iowa as the Board may determine.
2. At the annual meeting of members:
   1. the president and treasurer shall report on the activities and financial condition of the corporation;
   2. the members shall elect directors in accordance with the provisions of Articles VI, VII and VIII of these bylaws, which include the electronic transmission of written ballots; and
   3. the members shall consider and act upon such other matters as may be raised consistent with the notice requirements of these bylaws.
3. Except where one-third or more of the membership is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the notice of the meeting. However, the exception clause of the preceding sentence shall not apply so as to permit a vote on a proposed amendment to these bylaws unless proper notice shall have been given in accordance with Article XVI of these bylaws.
4. Failure to hold an annual meeting of members shall not invalidate the corporation’s existence or affect any otherwise valid corporate acts.

1. A special meeting of members may be called:
   1. by the president, or
   2. by a majority of the Board by vote at a meeting or in a writing addressed to the secretary.
2. A special meeting of members shall be called by the secretary on the written request of members representing at least ten percent of the membership of the corporation.
3. Any request for a special meeting shall state the purpose of the meeting and the matters proposed to be acted on at it. Unless requested by members representing at least a majority of the membership of the corporation, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any meeting of members held during the preceding twelve months.
4. The business transacted at any special meeting of members shall be limited to the matters described in the notice of the meeting
5. The Board shall have the sole power to fix the date, time and place of the special meeting, except that if notice of a special meeting that has been requested by members is not given pursuant to Section 3 of this Article within 30 days after the date on which a written request meeting the requirements of this Section 2 is delivered to a corporate officer, then a member who has signed the written request may fix the date, time and place of the special meeting and give notice thereof pursuant to Section 3 of this Article.

1. Not less than 10 nor more than 60 days before each meeting of members, the secretary shall transmit a notice of the meeting
   1. by posting it on at least three occasions to the e-mail discussion group of the corporation, and
   2. in writing or by electronic transmission to each member of the corporation.
2. The notice shall state the time of the meeting, the place of the meeting and, if the meeting is a special meeting or if notice of the purpose is required by statute, the articles of incorporation or these bylaws, the purpose of the meeting.
3. Notice is given to a member when it transmitted to the member by an electronic transmission to any address or number of the member at which the member receives electronic transmissions. If the corporation has received a request from a member that notice not be sent by electronic transmission, the corporation may not provide notice to that member by electronic transmission.
4. The inadvertent failure to deliver any notice by electronic transmission which has been given to a member shall not invalidate any meeting or other action.
5. An affidavit of the secretary or other agent of the corporation who issued the notice that notice has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit.

1. At a meeting of members the presence in person or by proxy of ten percent of the membership of the corporation shall constitute a quorum, except that if less than ten percent of the members are present in person or by proxy at said meeting, a majority of the members present may adjourn the meeting to another time without further notice.
2. Any member who votes by written or electronic ballot in accordance with Section 3 of Article VI of these bylaws on any matter which properly comes before a meeting shall be treated as present for all purposes of said meeting and all votes cast by such member shall be treated as having been cast at said meeting.

1. The list of members of the corporation shall be available for electronic inspection by any member for the purpose of communication with other members concerning any scheduled meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting.
2. The corporation shall make the list of members available at the meeting, and any member is entitled to inspect the list at any time during the meeting or any adjournment thereof.

1. Before any meeting of members, the Board may appoint persons to act as inspectors at the meeting and any adjournment thereof. If no inspectors are so appointed, the chairman of the meeting may, and on the request of members representing at least ten percent of the membership of the corporation shall, appoint inspectors at the meeting.
2. The number of inspectors shall be two.
3. No candidate for election as a director at a meeting shall serve as an inspector thereat.
4. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any member shall, appoint a person to fill that vacancy.
5. The inspectors shall determine the number of members present in person or by proxy at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, receive ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes; determine the result; and do any other acts that may be proper to conduct the election or vote with fairness to all members.