Article I. Name
The name of this organization is the Hans Schmidt Family Association.
Article II. Purposes
The Association is organized as an unincorporated nonprofit association.
Article III. Objectives
The objectives of the Association are to research, preserve, and promote interest in, the history of the Schmidt family who originated in the communities of Nentershausen, Blankenbach, and Machtlos, in the Hessian region of Germany, as well as their immigrant descendants.
Article IV. Membership
Categories of membership shall be specified in the Bylaws. Members in good standing shall have the right to vote.
Article V. Officers
The officers of the Association shall be a President, Vice President, Secretary and Treasurer, who shall be elected by the members, and such other officers as the Board of Directors may choose to appoint, including one or more other Vice Presidents, Assistant Secretaries and/or Assistant Treasurers. Two or more offices may be held by the same individual. The President, Vice President, Secretary and Treasurer shall serve for four years; and any such other officers shall serve for the term specified by the Board of Directors in appointing them.
Article VI. Board of Directors
- The Board of Directors shall consist of the elected officers, plus anywhere from zero to a maximum of twelve additional Directors elected by the members for terms of four years, the number to be established from time to time by resolution of the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent Director.
- The Board of Directors shall manage the affairs of the Association subject to the Constitution and Bylaws.
Article VII. Amendments
Amendments to this Constitution may be proposed by a motion adopted by the Board of Directors, or by written motion filed with the Secretary by five percent (5%) of the voting members of the Association. The Secretary shall notify the membership in writing of the proposed amendments and they may be adopted by a two-thirds vote of the members present at any regular meeting, provided that two weeks shall have elapsed since the giving or sending of the notice.
Article VIII. Bylaws
The operation of the Association shall be governed by Bylaws which supplement this Constitution.
Article I. Membership
1. Membership shall be open to all persons who qualify for membership under the following Section 2. The categories of membership shall be as follows:
◯ Individual (one year)
◯ Individual (lifetime)
2. Persons eligible for membership in the Hans Schmidt Family Association include:
◯ anyone who can trace their lineage, through documentary and/or genetic evidence, as being a familial descendant of Hans Schmidt (1594-1680), who lived in Nentershausen and Blankenbach, Germany (the word “lineage” is here liberally construed, and includes the tracing of one’s line of familial descent to Hans Schmidt via links of biological parentage, adoptive parentage, step-parentage, and/or foster parentage);
◯ anyone who is engaged to, who is in a romantic relationship with and is cohabiting with, or who is or has been married (either by formal marriage or common-law marriage) to one of the aforementioned descendants; or
◯ anyone who is a biological parent, adoptive parent, step-parent, or foster parent of one of the aforementioned descendants.
3. If a membership applicant or a prospective membership applicant expresses uncertainty about whether they qualify under Section 2, or if any of the officers or Board members of the Association express any such uncertainty about the qualifications of a prospective member or a current member, then the President shall direct the Genealogy Research Committee (see establishment in Article V), ideally with the consent and cooperation of said member or prospective member, to investigate the individual’s lineage to determine if they do indeed qualify. If, after the investigation, a majority (at least 50% plus 1) of the members of the Genealogy Research Committee submit a statement to the Board that the member or prospective member meets the qualifications for membership, then that member or prospective member’s membership shall be considered immediately confirmed, pending payment of any outstanding membership dues. If, after the investigation, a majority (at least 50% plus 1) of the members of the Genealogy Research Committee submit a statement to the Board that the member or prospective member fails to meet the qualifications for membership, then that member or prospective member shall be immediately denied membership or shall immediately have their membership revoked (and any membership dues which might have already been paid by that individual for that particular year shall be fully refunded to that individual within 30 days or less, with all dues paid in previous years being non-refundable).
4. Membership may otherwise be revoked only by a majority vote of the Board of Directors, and only in response to a serious and egregious wrongdoing. Upon revoking a member’s membership, the Board shall send a written, printed, or electronic letter to the member, informing them of the reason for the revocation, the effective date of the revocation, whether membership may be reapplied for in the future, and (if applicable) the date at which membership may be reapplied for. If the member whose membership is being revoked is an officer or a Board member, their office and position on the Board shall be considered relinquished and vacated concurrently with the revocation of their membership.
5. No qualifying individual shall be denied membership in, or fair and equal treatment within, the Association on the basis of race, ethnicity, skin color, nationality or national origin, religious beliefs or lack thereof, political affiliation or lack thereof, gender, sexual orientation, disability, or age (but all members must be at least 14 years old).
6. Membership dues and benefits shall be set by resolution of the Board of Directors from time to time.
7. Dues cover the period January 1 through December 31. Members failing to pay their dues by March 1 shall be dropped from the rolls one month after the mailing of a notice. Members joining or renewing on or after October 1 shall be considered to have paid their dues for the following year. Members joining in the year 2022 shall be considered to have paid their dues for the remainder of 2022 and the entirety of 2023.
8. Any person may, in recognition of achievement or for services rendered to the Association, be provided an honorary membership by vote of the Board of Directors. Such honorary memberships may be for either one-year duration, lifetime duration, or some other duration of time, as specified in the motion made by the Board of Directors in each instance. Honorary members may, for the duration of their membership, vote and shall be entitled to receive the benefits applicable to their category of membership, but shall not be required to pay dues.
Article II. Officers
- The officers of the Association shall be those listed in Article V of the Constitution, above.
- Members of the Association shall elect the officers by ballot or voice vote at the annual meeting each year. The officers shall take office immediately, except that the Treasurer shall take office at the beginning of the fiscal year next succeeding the date of the annual meeting.
- In case a vacancy arises in any office except President, it may be filled for the unexpired term by action of the Board of Directors. If a vacancy occurs in the office of the President, the Vice President shall automatically advance and the office of Vice President shall be filled as herein provided. If a vacancy also occurs in the office of President and in all extant Vice President offices, then the Secretary shall automatically advance to the office of the President. If a vacancy occurs simultaneously in the President, Vice President, and Secretary offices, then the Treasurer shall automatically advance to the office of the President. If a vacancy occurs simultaneously in all four classes of office, the Board of Directors may, by majority vote, advance any member of the Board of Directors or any member of the Association to the office of President.
- Nominations for officers may be made by any member of the Board of Directors, and additional nominations may be made from the floor, provided that prior permission has been obtained from the nominee.
Article III. Duties of Officers
- The President shall preside at all meetings of the Association and of the Board of Directors. In case the President is absent from a meeting, the Vice President shall assume his or her duties pro tem.
- The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors, send notices of Board meetings, and perform other duties as may be prescribed by the Board of Directors.
- The Treasurer shall be responsible for the collection and have custody of dues and of all subscriptions and donations of money, and shall keep an account of them. The Treasurer shall disburse the money of the Association for expenses in accordance with the approved budget of the Association. Officers and appointed officials shall be reimbursed for appropriate expenditures upon submission of signed expense receipts. The Treasurer shall submit written reports at all meetings of the Board of Directors and of the membership.
Article IV. Board of Directors
- The members of the Board of Directors shall be those listed in Article VI, Section 1, of the Constitution, above.
- The directors who are not officers shall be elected by ballot or voice vote at the annual meeting of the Association, and shall take office immediately.
- The President shall appoint chairpersons of committees, and (if applicable) editors of any regular publications of the Association that the Association might establish, with the concurrence of the Board of Directors.
- All members of the Board of Directors shall have a vote.
- In case a vacancy arises for a Director it may be filled for the unexpired term by the action of the Board of Directors.
Article V. Committees
- The President shall establish a Genealogy Research Committee, consisting of at least three members of the Association, whose terms are to begin upon election at the annual meeting of the Association in June. The committee shall consist of family history researchers who work together to uncover new discoveries and solve genealogical mysteries related to our Schmidt family history. Genealogy Research Committee members shall serve indefinitely, until resignation, death, or removal by the President or by majority vote of the Board of Directors. The President may add any members to this committee as he or she sees fit, with terms beginning immediately.
- The President, with the approval of the Board of Directors, may establish such other temporary or permanent committees as are necessary.
Article VI. Meetings of the Association
- An annual meeting of the Association shall be held on the first Saturday of June. The Board of Directors may change the date of the annual meeting provided two weeks’ notice is given to all the members.
- Special meetings may be called by the President at any time, or by a majority of the Board of Directors.
- Five percent of the voting members of the Association shall constitute a quorum.
- The business of the Association shall be conducted in accordance with Robert’s Rules of Order.
Article VII. Meetings of the Board of Directors
- The Board of Directors shall hold meetings as needed upon call of the President or of a majority of the Board of Directors, with at least one meeting per year. A meeting of the Association may be considered to be concurrent with a meeting of the Board of Directors, if a quorum is achieved in both cases.
- At least 50% of the sitting directors shall constitute a quorum.
- All members of the Association are welcome to attend meetings of the Board of Directors. However, the Board may by majority vote to go into Closed Session when it is deemed appropriate. Upon passing a motion to go into Closed Session, attendees who are not members of the Board must leave the meeting so that the Board may conduct any items of business that require confidentiality.
Article VIII. Attorney
The President may, if he or she deems necessary, appoint an attorney, to serve the Association, with the concurrence of the Board of Directors.
Article IX. Amendments to Bylaws
The power to adopt and amend the Bylaws shall be vested in the Board of Directors, and may be exercised at any regular meeting of the Board, by a majority vote of the members present, provided that notice of the intended action was included in the call of the meeting. Changes in the Bylaws shall be published on the Association’s website.
Article X. Dissolution
The Hans Schmidt Family Association may only be dissolved at a regular meeting, by a two-thirds vote of the membership. Upon dissolution, the Association’s remaining assets shall be used exclusively for section 501(c)(3) exempt purposes.
Article XI. Effective Date
The effective date of these Bylaws shall be May 30th, 2022.
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