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APG Bylaws

Bylaws of the Association of Professional Genealogists

Adopted 7 May 1981; revised 5 August 1985, 31 May 1991, 6 December 1993, 15 November 1995, 30 September 1997, 22 October 1998; corrected 8 August 2002; revised 15 March 2010, 20 March 2012, 31 July 2013, 15 May 2017, 2 September 2022.

ARTICLE I. NAME

The name of this association, incorporated as a nonprofit 501(c)(6) business organization, shall be the Association of Professional Genealogists, hereinafter referred to as APG or the Association. The Association shall be operated as a nonprofit corporation under the laws of the State of Utah, no part of the net earnings of which shall inure to the benefit of any private individual.

ARTICLE II. PURPOSE

The mission of the Association of Professional Genealogists is to support those engaged in the business of genealogy through advocacy, collaboration, education, and the promotion of high ethical standards.

ARTICLE III. OBJECTIVES

The objectives of this Association shall be:

  1. To provide education and support for those engaged in genealogical business pursuits;
  1. To engage in and advocate for activities that preserve, improve access to, and facilitate research in records used in the fields of genealogy and local history;
  1. To promote awareness of activities and/or laws that may affect genealogical and historical research;
  1. To facilitate collaboration among members;
  1. To promote professional standards in the field of genealogy;
  1. To promote awareness of, and interest in, professional genealogical services; and
  1. To represent the diversity of the genealogical community worldwide, and to encourage inclusiveness in our membership and on our Board of Directors.

ARTICLE IV. MEMBERS

Section 1. Membership. Membership shall be open to any person (an individual, not an entity) 18 years of age or older willing to support the objectives and the APG Code of Ethics and Professional Practices. Any APG member who has an ownership interest or controlling interest in an entity  shall not allow such entity to be held out as a member of APG.

Section 2. Voting Privileges.

  1. Voting. All members of APG, including those under disciplinary action, except those under suspension, have voting privileges. Each member is entitled to one vote.
  1. Non-voting. Subscribers of the APG Quarterly are not members and shall not vote.

Section 3. Dues. The dues shall be set by a majority vote of the Board of Directors.

Section 4. Good Standing. A member in good standing shall be one whose current dues have been paid or waived by APG and who is not under disciplinary action. The Board of Directors may  accept in-kind goods or services in lieu of dues at its discretion. Only members in good standing may hold an elected position or chair a committee.

ARTICLE V. CHAPTERS AND SPECIAL INTEREST GROUPS (SIGS)

Section 1. Chapters and Special Interest Groups may be organized to promote the objectives and programs of APG.

Section 2. Application for the chapter or SIG charter shall be made on the official form obtained from the Executive Director as prescribed in the Procedures Manual.

Section 3. Chapter or SIG bylaws shall not conflict with APG bylaws.

ARTICLE VI. OFFICERS

Section 1. Elected Officers. Elected officers of APG shall be a President, a Vice President, a Secretary, and a Treasurer.

Section 2. Duties of Officers. These officers shall perform the duties provided in this section and such other duties as are prescribed for the office in these bylaws, the Policy and Procedures Manuals, and by the parliamentary authority adopted by the Association.

  1. The President shall
  1. Be the chief executive officer and official spokesperson of APG;
  1. Appoint, with the approval of the Board, a parliamentarian as needed;
  1. Enter into agreements on behalf of the Association, with the approval of the Executive Committee in between regular meetings of the full Board of Directors, with notice to and input from the full Board of Directors, or by the full Board of Directors;
  1. Pay reasonable compensation for materials or services rendered in pursuit of the Association's objectives;
  1. With the advice and consent of the Executive Committee, appoint all committees, except the Nominations Committee, with the approval of the Board of Directors;
  1. Be an ex-officio member of all committees with the exception of the Nominations Committee; and
  1. Perform such other duties as these bylaws or the Board of Directors shall assign.
  1. The Vice President shall
  1. Assume the duties of the President in the absence of, or at the request of, the President;
  1. Assume the office and duties of the President for the remaining term in the event of a vacancy in the office of President;
  1. Review annually the Bylaws, and Policies and Procedures Manuals, and recommend appropriate changes and additions for potential adoption by APG;
  1. Provide for a thorough and complete review, and potential revision, of these Bylaws at least every five years commencing in the year 2027; and
  1. Perform such other duties as the President or Board of Directors shall designate.
  1. The Secretary shall
  1. Be responsible for the minutes of all Executive Committee meetings, all meetings of the Board, and all meetings of the general membership;
  1. Supervise custody of the records of the Association pursuant to APG’s Records Retention and Destruction Policy;,
  1. Attest documents as necessary;
  1. Be responsible for sending notices of all meetings or delegating same; and
  1. Perform such other duties as the President or Board shall designate.
  1. The Treasurer shall
  1. Oversee or initiate the payment of all approved expenses;
  1. Oversee management and reporting of financial information, including a year-end financial statement.
  1. Cause to be filed the required reports with the IRS and other governmental bodies;
  1. Make the financial records available for an annual review or audit;
  1. Develop an annual budget for approval by the board; and
  1. Perform such other duties as the President or Board of Directors shall designate.

Section 3. Resignations. Any officer of APG may resign at any time by giving written notice to the President or Secretary of APG. Such resignation shall take effect at the date of receipt of such  notice or at any later date specified in such notice and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. The Board may declare vacant the office of an officer of APG if such officer is declared of unsound mind by an order of court; or convicted of a felony; or for any dereliction of duties; or if within sixty (60) days after notice of his or her election or appointment, he or she does not accept such office either in writing or by attending a meeting of the Board.

Section 5. Removal. Any officer of APG may be removed, either with or without cause, by the Board after reasonable notice and an opportunity to be heard, whenever in the judgment of a majority of the Board the best interests of APG will be served by such removal.

Section 6. Filling of Vacancies. Any vacancy or vacancies in an office because of death, resignation, removal in any manner, disqualification, or any other cause, may be filled by a majority vote of the remaining members of the Board, at any regular or special meeting; and each such person so elected to the vacant office shall be a Director to serve for the balance of the unexpired term of office.

ARTICLE VII. BOARD OF DIRECTORS

Section 1. Composition. The members of the Board of Directors shall be:

  1. The elected officers (4)
  1. The elected directors (12)
  1. The immediate past president, if willing to serve, as an ex-officio member of the Board of Directors for up to two years.

Proviso: The currently serving past president shall serve for two more years or until their successor assumes office. At the conclusion of this time this proviso will be removed from these bylaws.

Section 2. The Board of Directors shall be the policy-making body of the Association and shall exercise all powers and perform all duties not vested by these bylaws in the officers, the Executive Committee, or in the members.

Section 3. The Board of Directors shall hold at least one (1) meeting annually at such time and place as it shall determine. The Secretary shall give notice of each meeting not later than sixty (60) days before the date of the meeting. The President may also set the time and place of any special meetings of the Board of Directors. Special meetings may also be called by the agreement of at least four (4) members of the Board of Directors.

Section 4. A majority of Board of Directors shall constitute a quorum for transacting business at any meeting.

Section 5. A vote by electronic means may be taken when necessary. Action taken in this manner shall be verified and made a part of the minutes of the next meeting of the Board of Directors.

Section 6. Resignations. Any Director of APG may resign at any time by giving written notice to  the President or Secretary of APG. Such resignation shall take effect at the date of receipt of such notice or at any later date specified in such notice and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 7. Vacancies. The Board may declare vacant the seat of a Director of APG if such Director is declared of unsound mind by an order of court; or convicted of a felony; or for any dereliction of duties (which may include failure at attend meetings regularly); or if within sixty (60) days after notice of his or her election or appointment, he or she does not accept such directorship either in writing or by attending a meeting of the Board.

Section 8. Removal. Any Director of APG may be removed, either with or without cause, by the Board after reasonable notice and an opportunity to be heard, whenever in the judgment of a majority of the Board the best interests of APG will be served by such removal.

Section 9. Filling of Vacancies. Any vacancy or vacancies in Directorship because of death, resignation, removal in any manner, disqualification, or any other cause, may be filled by a majority vote of the Executive Committee, with the approval of a majority of the remaining directors; and each such person so elected to the vacant directorship shall be a Director to serve for the balance of the unexpired term.

ARTICLE VIII. NOMINATIONS, ELECTIONS, AND TERMS OF OFFICE

Section 1. Nominations.

  1. Nominations Committee. The Nominations Committee shall make nominations for all offices, and directors, subject to review but not approval of the executive committee and directors, for which elections are to be held.
  1. The Nominations Committee shall nominate candidates, whose consent to serve has been obtained, and report on same to the Board and members sufficiently in advance of elections to allow nominations “from the floor.”
  1. The Nominations Committee shall ensure that all nominees are eligible for election.
  1. The Nominations Committee shall ensure that the nominations for the Board of Directors are sufficient to maintain twelve (12) directors “at large” from the APG membership, in addition to the four (4) Executive Committee members. To allow for a competitive election of officers the nominations committee may nominate more than one candidate for each office.
  1. Prior to preparing the voting ballot, the Nominations Committee shall issue a Call for Recommendations for Nomination. Members may email the Nominations Committee with nominations fourteen (14) days before the election and after the ballot has been published. The Nominations Committee will acknowledge each nomination received. The Nominations Committee verifies eligibility, and that the person is willing to run.
  1. The Nominations Committee shall strive to assure that the diversity of the nominations reflects the diversity of APG, as well as assuring that sufficient non-United States members be nominated.

Section 2. Elections.

  1. Balloting. The Nominations Committee shall prepare or cause to be prepared an electronic ballot for voting and assure that all eligible voters are informed.
  1. Certification. The Secretary shall certify the election results. Elections for the Executive Committee will be determined by a majority of votes cast. If no nominee receives a majority of the votes cast, the nominee receiving the lowest number of votes will be eliminated and the ballot recast provided there remain at least two candidates on the ballot for that office. Elections for the Board of Directors will be determined by plurality vote. The candidate receiving the most votes will be declared elected regardless of whether a majority of votes cast was obtained or not.

Section 3: Terms of Office.

  1. Officers. Officers shall serve for two (2) years beginning on the first day of January following election and may serve two (2) consecutive terms.
  1. Members of the Board of Directors. Directors shall serve for two (2) years beginning on the first day of January following election and may serve no more than three (3) consecutive terms.
  1. Nominations Committee members shall serve for one (1) year beginning on the first day of January following election and may serve no more than one (1) consecutive term.

ARTICLE IX. MEMBERSHIP MEETINGS

Section 1. Annual Membership Meeting. The President shall call an annual general meeting of the members, which will be held at a date and location to be determined by the Board of Directors.

Section 2. Special meetings. A special meeting of the membership of APG may be called by a two- thirds (2/3) vote of the Board of Directors or by written demand of at least 10 percent of members entitled to vote on issues proposed (per Utah Code 16-6a-702).

Section 3. Quorum. Sixty (60) members shall constitute a quorum.

Section 4. Members shall have the right to vote on elections for board members and officers.

ARTICLE X. EXECUTIVE COMMITTEE

Section 1. Composition. The members of the Executive Committee shall be the President, the Vice President, the Secretary, and the Treasurer. When the Parliamentarian and the Executive Director attend meetings of the Executive Committee, they do so in an advisory capacity.

Section 2. Duties.

  1. The Executive Committee shall be the managerial and operating body of the Association and shall maintain the Procedures Manual.
  1. The Executive Committee, with the advice and approval of the Board of Directors, shall establish an annual operating budget, a summary of which shall be published and distributed to the members.

Section 3. Meetings. The Executive Committee shall meet and report its activities to the Board on a regular basis.

Section 4 Vacancies. In the event a vacancy occurs on the Executive Committee, the Board of Directors shall elect, within forty-five (45) days, another member to fill the unexpired term.

ARTICLE XI. COMMITTEES

Section 1. Standing Committees.

  1. Advocacy Committee. The Advocacy Committee promotes members' awareness of laws and activities which may affect genealogical and historical research and engages in activities to improve access to records.
  1. Chapter and SIG Review Committee. A Chapter and SIG Review Committee consisting of at least three (3) members, one of whom must be a Director, shall be appointed by the Executive Committee and approved by the Board. The chair of this committee will be the Chapter and SIG Liaison, appointed by the Executive Committee and approved by the Board of Directors. This committee shall review the bylaws of chapters and SIGs applying for charters and make recommendations to the Board regarding approval.
  1. Diversity, Equity, and Inclusion Committee. The Diversity, Equity, and Inclusion Committee's focus is to ensure APG serves all professional genealogists regardless of age, national origin, gender identity, disability, race, or color. In addition, this Committee will help to inform and educate members and committees regarding best practices related to promoting diversity, equity, and inclusion.
  1. International Affairs Committee. The International Affairs Committee promotes members' awareness of international developments which may affect genealogical and historical research. It also promotes awareness of, and interest in, professional genealogical services on an international level.
  1. Listening Committee. The Listening Committee receives communications from members containing compliments, questions, concerns, and recommendations. The committee reports member communications to the board, along with any recommendations for action, and responds to the members about the outcomes.
  1. Nominations Committee. A Nominations Committee consisting of three (3) members shall be formed annually. One member should be a Director of the Association and shall be appointed by the Executive Committee, with the approval of the Board of Directors. Two members of the Nominations Committee will be elected annually by the membership. The Nominations Committee will elect the Chair from within their committee.
  1. Vacancies.
  1. In the event of a vacancy left by the Nominations Committee member who is an APG Director, then the Executive Committee, shall as expeditiously as possible, attempt to appoint a replacement Director member of the Nominations Committee. In the event that the Executive Committee is unable to reasonably appoint a replacement Director member of the Nominations Committee, then the Executive Committee shall expeditiously appoint a non-Director to such vacant position.
  1. In the event of a vacancy or vacancies left by the Nominations Committee members who were not the APG Director, then the Executive Committee shall expeditiously seek input from APG members as to Nominations to such vacant Nominations Committee position or positions, and  after a 14-day notice to APG Members seeking such recommendations to the Nominations Committee, then the Executive Committee shall as expeditiously as possible appoint a replacement or replacements of the non-Director member or members of the Nominations Committee taking into consideration any recommendations from APG members.
  1. Professional Development Committee. A Professional Development Committee consisting of at least three (3) members, one of whom must be a Director, will be appointed by the Executive Committee and approved by the Board of Directors. The committee will encourage and promote educational opportunities for those engaged in genealogical business pursuits and promote professional standards in the field of genealogy.
  1. Professional Review Committee. A Professional Review Committee consisting of at least three (3) members, one of whom must be a Director, shall be appointed by the Executive Committee and approved by the Board of Directors. It shall review APG ethics complaints in accordance with the guidelines as outlined in the Policy and Procedures Manuals.
  1. Publications Advisory Committee. A Publications Advisory Committee consisting of at least three (3) members, one of whom must be a Director, will be appointed by the Executive Committee and approved by the Board of Directors. The committee is to make recommendations to ensure that printed materials and electronic materials best represent the standards and policies of the organization, as stated in the bylaws.

ARTICLE XII. DISCIPLINARY PROCEDURE

The Association, through its Professional Review Committee (PRC), shall have the power to discipline any member for a violation of the Association's Code of Ethics & Professional Practices, or for conduct prejudicial to the best interests of the Association, provided that any member so charged has had the opportunity to respond to the allegation as provided in Robert’s Rules of Order PRC’s powers shall include but not be limited to the powers to recommend (a) place a member from APG on probation for a specific period of time, or (b) place a member on suspension for a specific period of time, or (c) permanently expel a member.

ARTICLE XIII. PARLIAMENTARY AUTHORITY

Section 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the proceedings of APG in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that APG may adopt.

Section 2. The parliamentary authority of APG shall be adopted by each chapter.

ARTICLE XIV. AMENDMENT OF BYLAWS

Two-thirds (2/3) of the Board of Directors or thirty (30) members of the Association in good standing, may submit proposed amendments to the Association. The vote shall be taken by electronic ballot, notice of which will be given to all members of the Association. Bylaws changes will be passed with a 2/3 majority of members voting.

ARTICLE XV. DISSOLUTION

In the event of dissolution, (a) all of APG’s assets shall be assigned by the Board of Directors to qualifying nonprofit organizations; and (b) no such assets shall inure to the benefit of individual members in accordance with Section 501(c)(6) of the Internal Revenue Code.