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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
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:
A. To provide education and support for those engaged in genealogical business pursuits;
B. To engage in activities which improve access, facilitate research, and preserve records used in the fields of genealogy and local history;
C. To promote awareness of activities and/or laws which may affect genealogical and historical research;
D. To facilitate collaboration among members;
E. To promote professional standards in the field of genealogy; and
F. To promote awareness of, and interest in, professional genealogical services.
ARTICLE IV. MEMBERS
Section 1. Membership.
Membership shall be open to any person willing to support the objectives and the code of the Association.
Section 2. Classifications.
A. Voting. Voting members shall be individual, associate or life members. Each member is entitled to one vote.
B. Non-voting. Subscribers 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 in accordance with the provisions of the procedure manual and who is not under disciplinary action. Only members in good standing may vote, hold an elected position, or chair a committee.
ARTICLE V. CHAPTERS
Chapters may be organized, with a
minimum of five (5) APG members, to promote the objectives
and programs of APG.
Application for the chapter charter
shall be made on the official form obtained from the Executive
Director as prescribed in the Procedures Manual.
Chapter bylaws shall not be in conflict
with APG bylaws.
ARTICLE VI. OFFICERS
Section 1. Elected Officers.
of APG shall be a President, a Vice President, a Secretary,
and a Treasurer.
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.
A. The President
1. Be the chief executive officer and official spokesperson
2. Appoint, with the approval of the Board, a
3. Enter into agreements on behalf of the Association, with
the approval of the Board;
4. Pay reasonable compensation for materials or services rendered
in pursuit of the Association's objectives;
5. Appoint all committees, except the Nominations and Redistribution
Committees, with the approval of the Board of Directors;
6. Appoint, with the approval of the Executive Committee,
7. Be responsible for the sending of notices of all meetings;
8. Be an ex-officio member of all committees with the exception
of the Nominations Committee and the Redistribution Committee;
9. Perform such other duties as these bylaws or the Board
of Directors shall assign.
B. The Vice President
1. Assume the duties of the President in the absence of, or
at the request of, the President;
2. Assume the office and duties of the President for the remaining
term in the event of a vacancy in the office of President;
3. Perform such other duties as the President or Board of
Directors shall designate.
C. The Secretary
1. Be responsible for the minutes of all Executive Committee
meetings, all meetings of the Board, and all meetings
of the general membership;
2. Supervise custody of the records of the Association;
3. Attest documents as necessary;
4. Perform such other duties as the President or Board shall designate.
D. The Treasurer
1. Pay all budgeted expenses;
2. Make a financial report to the annual meeting of the Board;
3. File required reports with the IRS and other governmental
4. Make the financial records available for an annual audit;
5. Perform such other duties the President or Board of Directors
ARTICLE VII. NOMINATIONS, ELECTIONS,
AND TERMS OF OFFICE
Section 1. Nominations.
A. Nominations Committee.
The Nominations Committee
shall make nominations for all offices for which elections
are to be held.
1. The Nominations Committee shall ensure that all nominees
are eligible for election.
2. The Nominations Committee shall ensure that the nominations for the Board of Directors are sufficient to maintain total numbers of one (1) director per established region and twelve (12) directors “at large” from the APG membership.
3. Prior to preparing the voting ballot, the Nominations Committee
shall issue a Call for Recommendations for Nomination. Recommendations
shall be solicited from the membership via an email announcement to the members from the APG Executive Director.
Section 2. Elections.
The Nominations Committee shall
prepare an electronic ballot for voting and assure that all eligible voters are informed by an insert in the APG Quarterly
, by postal mail, or by email. A written ballot will be available for anyone who does not use email. It is each member's responsibility to maintain a current and valid email address with the Association.
The most immediate past Chair of
the Nominations Committee willing to serve shall be the Elections
Teller and shall tally the votes and report the election results.
Section 3: Terms of Office.
Officers shall serve for two (2)
years beginning on the first day of January following election
and may serve two (2) consecutive terms.
B. 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.
C. 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 VIII. MEETINGS
Section 1. Annual meeting.
The President shall
call an annual general meeting, 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% of members entitled to vote on issues proposed (per Utah Code
Section 3. Quorum.
Thirty (30) members shall
constitute a quorum.
ARTICLE IX. BOARD OF DIRECTORS
Section 1. Composition.
The members of the Board
of Directors shall be:
A. The elected officers
B. The elected directors
C. The most recent past President willing to serve.
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.
The Board of Directors shall hold
at least one (1) meeting annually at such time and place as
it shall determine. The President shall give notice of each
meeting not later than sixty (60) days before
the date of the meeting. The President may also call and set
the time and place of any special meetings of the Board of
A majority of directors
shall constitute a quorum for transacting business at any
A vote by mail or e-mail may be taken when
necessary. Action taken by either means shall be verified and made
a part of the minutes of the next session of the Board of Directors.
In the event a vacancy occurs on
the Board of Directors, the Executive Committee shall appoint a qualified
member of the Association to fill the unexpired term, with
the approval of a majority of the remaining directors.
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. The Parliamentarian and the
Executive Director may attend meetings of the Executive Committee
in an advisory capacity.
Section 2. Duties.
A. The Executive Committee shall be the managerial and operating
body of the Association and shall maintain the Procedures Manual.
B. 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 by e-mail or other means.
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.
A. Redistribution Committee.
In each year divisible
by four (4) a Redistribution Committee consisting of three
(3) members, one of whom must be a director, shall be appointed
by the Executive Committee and approved by the Board of Directors.
As outlined in the Policy Manual, the Redistribution Committee
shall establish electoral regions and make its recommendation to the
Executive Committee which shall accept or modify the recommendation.
The Board of Directors will approve the regions.
B. Nominations Committee.
An Nominations Committee
consisting of three (3) members shall be formed annually. One member must
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.
C. Professional Review Committee.
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 and
mediate in accordance with the guidelines as outlined in the
Policy Manual and the Procedure Manual.
D. Chapter Review Committee.
A Chapter 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 Liaison, appointed by
the Executive Committee and approved by the Board of Directors.
This committee shall review the bylaws of chapters applying
for charters and make recommendations to the Board
E. Publications Advisory Committee.
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 shall have the power to withdraw the membership
of any member for a serious violation of the Association's
Code, or for conduct prejudicial to the best interests of
the Association, provided that any member so charged has had
the opportunity to defend himself before the Executive Committee.
Written charges with specifications must be filed with the
Executive Director. Should the charges be sustained, the
Executive Committee may by a majority vote expel the defendant
from membership in the Association from one to five years.
An appeal may be made to the Board of Directors. A majority
vote of the Board of Directors is needed to confirm the Executive
ARTICLE XIII. PARLIAMENTARY AUTHORITY
The rules contained in the current
edition of Robert's Rules of Order Newly Revised
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.
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 emailed
to all members of the Association in good standing. A written ballot will be available for anyone who does not use email. It is each member's responsibility to maintain a current and valid email address with the Association.
ARTICLE XV. DISSOLUTION
In the event of dissolution, all assets shall be assigned
by the Board of Directors to qualifying nonprofit organizations
in accordance with Section 501(c)(6) of the Internal Revenue
Code. No assets shall inure to the benefit of individual members.
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