Bylaws Of LitvakSIG, INC.

A 501(c)(3) nonprofit corporation

LitvakSIG, INC. has been incorporated as a nonprofit corporation under the statutes of the State of Iowa.

ARTICLE I

Offices

Section A. Principal Office. The principal office of the Corporation will be located within or without the State of Iowa as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. The initial office of the Corporation will be located at: 2065 Cottage Glen S.E., Cedar Rapids, IA. 52403.

Section B. Registered Office. The Corporation will continuously maintain a registered office and a registered agent within the State of Iowa at: 2065 Cottage Glen S.E., Cedar Rapids, IA. 52403.

ARTICLE II

Objectives

The corporation has been formed:

1. To provide an Internet discussion group forum for exchange of information on Jewish Lithuanian Genealogy, and also as a forum for the discussion of the historical, political, intellectual, religious, and social issues which affected our ancestors, helping us to understand their lives in the contexts of their times.

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.

6. To raise funds through dues, solicitation of contributions and application for genealogical research grants to support these objectives.

ARTICLE III

Membership

A person will be considered a member in good standing if the person agrees to promote the objectives of LitvakSIG, Inc., as defined in Article II, and has paid dues as set by the Directors for the current year

ARTICLE IV

Board of Directors

Section A. General Powers. The Board of Directors of the Corporation will supervise, manage and control all of the affairs, business activities, and policies of the Corporation.

Section B. Number, Tenure and Qualifications. The initial Board of Directors of the Corporation will be those individuals named in the Articles of Incorporation. The directors will be elected by a majority vote of the Members and will serve until the next annual meeting of the Directors. The number of directors may be increased or decreased from time to time by resolution of the Board of Directors, provided that no decrease in the number of directors would have the effect of shortening the term of an incumbent director or result in fewer than two (2) directors. The Board of Directors will increase the membership of the Board of Directors to five (5) directors at the first meeting of the Board of Directors. Thereafter, in no event, will the number of directors be less than five (5).

Amendment Adopted August 14, 2006

The Board of Directors will have a fixed membership of nine (9) directors, all of whom shall be elected by the members of LitvakSIG, Inc.

Each director will hold office for the term for which such director is elected and until such director's successor will have been elected and qualified or until such director's earlier death, resignation, or removal in accordance with the provisions of law or of these bylaws.

Amendment Effective July 17, 2007

The elected Directors shall serve three-year terms. One-third of the Directors shall be elected each year. To implement this, after the 2007election, one-third of the directors will serve one-year terms, one-third of the directors elected will serve two-year terms, and one-third will serve three-year terms.

Directors shall serve a maximum of three consecutive three-year terms; after leaving the Board for a year, one may seek election to the Board again

Section C. Regular Meetings. A regular annual meeting of the Board of Directors will be held on the second or third Monday in July of each year without additional notice other than by this Bylaw.

1.      The annual meeting may be held either within or without the State of Iowa as determined by the Board. Any or all directors may participate in a meeting of the Board of Directors by means of a conference telephone, electronic mail, or by any other means of communication by which all persons participating in the meeting are able to communicate live with one another, and such participation will constitute presence in person at the meeting.

2.      The annual meeting may be held on any other date set pursuant to resolution of the Board of Directors provided at least ten (10) days notice of the new date for the annual meeting is given to each director.

Section D. Additional Meetings. Additional meetings of the Board of Directors may be called by or at the request of the President or a majority of the directors. The person or persons authorized to call such additional meetings of the Board may fix any place, either within or without the State of Iowa, as the place for holding any additional meeting of the Board called by them. At the request of one person authorized to attend the meeting, the meeting can be held by any form of electronic media, such as telephone, electronic mail, or teleconference.

Section E. Notice. Notice of any additional meeting of the Board of Directors will be given at least five (5) days prior thereto by written notice delivered personally, mailed or by telefax, to each director at his or her address, as shown by the records of the Corporation. If mailed, such notice will be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by electronic mail or by telefax, such notice will be deemed to be delivered when sent. Any director may waive notice of any meeting. The attendance of any director at any meeting will constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws or prior resolution of the Board of Directors.

Section F. Quorum. A majority of the members of the Board of Directors will constitute a quorum for the transaction of business at any meeting of the Board, provided that, if less than a majority of the directors are present at that meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Each director is entitled to one vote on any issue properly before the Board of Directors. No director may vote by proxy.

Section G. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors, except where otherwise provided by law or these Bylaws.

Section H. Removal or Suspension. The Board of Directors may expel or suspend any director or directors by a two-thirds (2/3) majority vote at an annual or other duly called meeting of the Board of Directors. Every director has the responsibility to attend all regular and annual meetings of the Board of Directors. If any director will fail to attend two or more consecutive meetings of the Board of Directors, his or her membership on the Board will terminate at the close of such meeting without further notice to such directors and the remaining members of the Board of Directors will thereupon elect a new director to fill such former director's position.

Section I. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the sitting directors even though the remaining directors will constitute less than a quorum.

Section J. Compensation. Neither directors nor officers will receive any stated salaries for their services except by resolution of the Board of Directors, but the Corporation will reimburse any officer or director for actual out-of-pocket expenses incurred by any director or officer in the pursuance of any resolution of the Board of Directors or any adopted budget provision.

Section K. Voluntary Retirement. Any director may resign or retire at any time by notifying the President of the Board or the Secretary in writing. Such resignation or retirement will take effect at the time specified in the notice but if no date is specified, it will take effect upon the acknowledgment of receipt thereof by the remaining members of the Board of Directors in a duly called meeting.

Section L. Action Without a Meeting. Any action which is required to be taken, or which may be taken, at a meeting of directors, may be taken without a meeting if notice is given to all directors and if a consent in writing or by electronic mail, setting forth the action so taken, will be signed by at least two-thirds (2/3) of the directors. Such consent will have the same force and effect as a unanimous vote.

Section M. Committees. The Board of Directors, by resolution adopted by a majority of the directors, may designate and appoint one or more committees, which will have at least three (3) members who will serve for such terms as determined by the Board of Directors. Except for committees authorized to act on behalf of the Board of Directors, committee members need not be directors.

ARTICLE V

Officers

Section A. The Officers. The officers of the Corporation will be a President,(this position may be filled by two Co-Presidents), a Treasurer, a Secretary, and such officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such officers as it will deem desirable, and such officers will have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices, may be held by the same person. The Corporation may obtain for each officer and employee of the Corporation a bond, in such amounts and with such number of sureties, as the Board of Directors will from time to time, determine, for the faithful performance of his or her duties and for the restoration to the Corporation, in case of his or her death, resignation, retirement, or removal, of all books, papers, vouchers, money, or other property of whatever kind in his or her possession or under his or her control, belonging to the Corporation.

No LitvakSIG Officer charged with care of any LitvakSIG property will be required to replace or pay damages for any property which is lost, damaged, etc. while in custody of such person, unless such person is guilty of gross negligence, willful or wanton misconduct or intentional malfeasance.

Section B. Election and Term of Office. The officers of the Corporation may be directors and will be elected at the regular Annual Meeting of the Board of Directors. If the election of officers will not be held at such meeting, such election will be held as soon thereafter as possible. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors, subject to provisions on election and appointment of the officers and board. Each officer will hold office until his successor will have been duly elected and will have qualified. Any officer or agent elected or appointed by the Board of Directors may be removed or suspended by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.

Section C. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or the President. Any such resignation will take effect within seven (7) days following the date of receipt of such notice or at any time later specified, and, unless otherwise specified, the acceptance of such resignation will not be necessary to make it effective.

Section D. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term or for any other period of time specified in the resolution appointing such officer, or if no term is specified, then such officer will serve for such period as will please the Board of Directors or until his or her disqualification, resignation, removal, or death.

Section E. President. The President (or Co-Presidents) will be the principal officer(s) of the Corporation and also serve as Chairman of the Board of Directors. He or she will in general supervise the affairs of the Corporation, subject, however, to the control of the Board of Directors. He or she will, if present, preside at all meetings of the Board of Directors and perform such duties as may be prescribed by the Board of Directors or any Executive Committee thereof from time to time. In general, he or she will be charged with implementing the policy of the Corporation and supervising the day-to-day affairs of the Corporation.

Section F. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such depositories as will be selected in accordance with Article VI of these Bylaws and in general perform the duties incident to the office of Treasurer and such duties as from time to time may be assigned by the President or by the Board of Directors.

Section G. Secretary. The Secretary will keep the minutes of the meetings of the Board of Directors and of any committee having any of the authority of the Board of Directors, see that all notices are duly given in accordance with these Bylaws or as required by law, be the custodian of the Corporate records and the seal of the Corporation, see that the seal of the Corporation is affixed to all documents, and in general perform all duties incident to the office of Secretary and such duties as from time to time may be assigned by the President or by the Board of Directors.

Nominations and Elections

Section H. The Nominating Committee shall have a Chairperson and four members. By April of each year, the President shall appoint as chairperson the most recent available past President of the Society. The President shall also appoint one board member and one person from the general membership to the Nominating Committee. The Board of Directors shall appoint one board member and one person from the general membership to the Nominating committee.

Section I. The Nominating Committee shall hold one or more meetings and report to the Board of Directors recommending a slate of proposed Board of Directors, identifying the offices in which they have agreed to serve if elected. No person shall be elected President for more than three consecutive terms. The Nominating Committee's report shall be presented at the June board meeting. The committee's report shall be published in the announcement for the July general meeting.

Amendment effective July 18, 2007

Section J. Additional candidates who are dues-paying Members in good standing, may submit their names and biographical statements at least 10 days prior to the election and they will be included on the ballot, in addition to the candidates chosen by the nominating committee.

Amendment effective July 17, 2007

Section K. The election of the Board of Directors shall take place by electronic means (email) during July or August of each year. Electronic voting will begin two weeks before, and continue until the first day of the IAJGS conference each year; members who have not already voted electronically and new members may cast ballots during the LitvakSIG meeting at the annual IAJGS conference.

Amendment effective July 18, 2007

ARTICLE VI

Miscellaneous Provisions

Section A. Contracts and Other Documents. The Board of Directors, except as otherwise required by law, the Articles of Incorporation, or these Bylaws, may authorize any agent or agents of the Corporation to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section B. Checks, Drafts, Loans, etc. All checks, drafts, loans, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation will be signed by such officer or officers, agent or agents of the Corporation and in such manner as will be from time to time determined by the Board of Directors. In the absence of such determination, such instruments will be signed by the Treasurer.

Section C. Deposits. All funds of the Corporation will be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may from time to time, select by resolution.

Section D. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Section E. Waiver of Notice. Whenever any notice of any kind is required to be given under the provisions of the Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated, will be deemed equivalent to the giving of such notice.

ARTICLE VII

Books and Records

The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Board of Directors and committees having any authority of the Board of Directors, and will keep at the registered office a record giving the names and addresses of the Board of Directors. All books and records of the Corporation may be inspected by any director, or his or her agent or attorney, for any proper purpose at any reasonable time. The books and records of the Corporation will be available for inspection by members in good standing at the Annual Meeting.

ARTICLE VIII

Annual Audit

The Corporation may provide by resolution for an annual audit of the accounts by a certified public accountant to be chosen by the Board of Directors.

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation will begin on the first day of July and end on the last day of June in that year. This can be amended by a vote of Board of Directors at any time.

ARTICLE X

Corporate Seal

The Board of Directors will provide a corporate seal which will have thereon the name of the Corporation, LitvakSIG, Inc., the year of its incorporation, 1997, and the words "Corporate Seal, State of Iowa."

ARTICLE XI

Indemnification

In discharging their duties (including acting as directors or officers of other foundations, corporations, or entities at the request of the Corporation), all directors, officers, and committee members will be indemnified by the Corporation to the fullest extent permitted under the Iowa Nonprofit Corporation Act, whether by insurance or otherwise, for any expenses, including attorneys' fees, judgments, and fines (whether civil, criminal, administrative or investigative) imposed or incurred in connection with any civil, criminal, administrative, or investigative claim, cause of action or proceeding, whether actual or threatened, to which he or she is made a party by reason of being or having been a director or officer. The Corporation will not be obligated to so indemnify any director or officer where the claim, cause of action, or proceeding when finally adjudged (including all appeals) is grounded wholly on the gross negligence, or willful and knowing misconduct of any director or officer. If a court or government agency should find any part of this Article invalid or ineffective, the validity or effectiveness of the remainder of it will not be affected. Nothing in this article will be deemed to be the exclusive right of any sitting or former director, officer, or committee member, and such person will retain any other rights to which such person may be entitled under any other agreement, as a matter of law or otherwise, regardless of the capacity in which he or she acted or purported or was alleged to act on behalf of the Corporation. No person will be entitled to indemnification pursuant to this article in relation to any matter for which indemnification is not permitted by law.

ARTICLE XII

Amendment

Section A.  Amendment.  The Articles of Incorporation and the Bylaws may be amended by a majority vote of the directors then in office.

1.      Amendments to these bylaws will be proposed in writing.  Amendments may be offered by any member of LitvakSIG, Inc., in good standing.

2.      Amendments may be acted upon at any meeting of the LitvakSIG, provided that the amendment will have been circulated at least 10 days in advance of the meeting.

3.      A simple majority (51%) of those voting in a membership vote, must approve any amendment.

I certify that the foregoing Bylaws of the Corporation were approved and adopted for the organization of its Board of Directors at a meeting of the Board of Directors held on the 4^th day of August, 1998.

WHEREAS, the undersigned have considered the proposed By-Laws, UNANIMOUSLY RESOLVED, that the proposed By-Laws are adopted and that this Resolution will be a binding act of the Board of Directors. Dated this 4th day of August 1998