The name of the Association is the Greenlaw Family Association (hereinafter referred to as “the Association”).

ARTICLE II – PURPOSE

• To conduct, support, and promote research and study of the genealogy and history of the Greenlaw Family;
  
  
• To preserve the heritage of the Greenlaw Family;
  
  
• To promote awareness of family genealogy, history, and heritage among the members of the Greenlaw Family;
  
  
• To strengthen and promote fellowship and kinship among Greenlaws and extended family through reunions, educational programs, and related activities; and
  
  
• To publish and distribute periodic newsletters and other material relating to the heritage of the Greenlaw Family.

ARTICLE III – MEMBERSHIP

Membership in the Association shall be open to all persons eighteen years of age or older related to the Greenlaw Family or who have an interest in the Greenlaw Family. Membership categories and dues for membership shall be determined by the Board of Directors of the Association. Payment of annual dues shall be a requirement of membership in the Association. Only those whose dues payment are current and are therefore members may vote in matters of the Association.

ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS

SECTION 1 – GENERAL POWERS

The Board of Directors (hereinafter referred to as “the Board”) shall have general supervision and control of the affairs of the Association and shall make all rules and regulations not inconsistent with law or with these by-laws for the management of the business of the Association and the guidance of members, officers, agents and/or employees of the Association. The power to levy dues and assessments and to receive funds from these and other proper sources shall be vested in the Board. The Board may establish such reserve or endowment funds as it may decide to establish, and it shall formulate plans and regulations, authorize depositories and appoint custodians of such funds as may be accumulated from dues or received by donation from any source. The Board shall keep proper records of all business transactions.

SECTION 2 – COMPOSITION OF THE BOARD OF DIRECTORS

The Board shall consist of seven members elected by the general membership of the Association. At any given time at least two of the members of the Board should be from Canada and at least two of the members should be from the United States

SECTION 3 - OFFICERS

The principal officers of the Association shall be a President, Vice President, Secretary, and Treasurer, all of whom shall be elected annually by the Board of Directors. The President and Vice President shall be members of the Board of Directors. Any other officers may, but need not, be members of the Board of Directors.

SECTION 4 - ELIGIBILITY TO BE AN OFFICER OR DIRECTOR

Any regular member in good standing shall be eligible to hold elective office in the Association.

SECTION 5 - ELECTION

The Board shall be elected by a majority of the votes cast by the voting members at an election held once every three years.

SECTION 6 - VACANCIES

A vacancy among any of the elected offices shall be filled by a majority vote of the members of the Board.

SECTION 7 - BOARD MEETINGS

The Board shall meet at least once each year, upon the call of the President, for an annual business meeting. The President shall chair the Board. The President shall select a date and place, convenient for the majority of the Board, and shall instruct the Secretary to notify, by mail, all members of the Board of said meeting and notice shall be mailed at least fourteen days prior to said meeting. At the discretion of the Board, the business of the Association may be conducted by mail, telephone, electronic transmission, or other means in such a manner as shall be determined by the Board of Directors. In the year of a family reunion, the Board shall conduct its annual business meeting during the family reunion which shall be open to all members of the Association who will be encouraged to participate.

SECTION 8 - SPECIAL MEETINGS

Special meetins of the Board may be called by the President, for the transaction of business.

SECTION 9 - QUORUM

A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.

ARTICLE V – DUTIES OF OFFICERS

President – It shall be the duty of the President to preside at all general meetings of the Association; to preside at the meetings of the Board; to exercise a general supervision over the Association, subject to policies established by the Board; appoint all committees of the Association; to act as spokesperson for the organization; and to keep the general membership informed of all actions carried out in the name of the Association. The President shall serve ex officio as a member of all committees, however, the President may appoint a designee from the Board to serve on any committee. The President shall also perform such other duties as are necessary and incident to the office of President or as may be prescribed by the Board.

Vice President – It shall be the duty of the Vice President to perform such duties as may be assigned from time to time. It shall also be the duty of the Vice President to assist and counsel the President on all matters pertaining to the activities of the Association. The Vice President, as authorized by the Board, shall have all the powers and perform all the duties of the President in case of the temporary absence of the President or in the case of the President’s temporary inability to act. In the case of the permanent absence or inability of the President to act, the Vice President shall ascend to the office of the President for the unexpired portion of the term.

Secretary – It shall be the duty of the Secretary to keep accurate minutes of the proceedings of all meetings of the Association and to perform such other duties as the President and the Board may direct. Such minutes shall be posted on the Association’s web site. The Secretary shall be the custodian of the Association’s books and records except those pertaining to the Associations financial affairs. The Secretary shall, at the direction of the President, give or cause to be given required notices of all meetings of the Board and the members of the Association. The Secretary shall perform all the duties incident to the office of Secretary of the Association.

Treasurer – It shall be the duty of the Treasurer to keep accurate records of all dues, contributions, and other monies received and disbursed on behalf of the Association and to present financial reports to the Board and the membership of the Association.

Directors-at-Large – It shall be the duty of the Directors-at-Large to assist the Board in carrying out the duties and programs of the Association and to perform such duties as are assigned by the President and the Board.

ARTICLE VI – COMMITTEES

The Board shall set up committees and make special assignments as necessary in administering the programs of the Association. Committee appointments and special assignments may be temporary or permanent, but such appointments shall be considered valid at the time new elections of the Board are held.

ARTICLE VII – AMENDMENTS

An amendment to these by-laws may be proposed by any voting member who shall submit such proposed amendment in writing to the Secretary. The Secretary shall send a copy of the proposed amendment to each member of the Board. If approved by two thirds of the members of the Board, the proposed amendment shall then be submitted to the membership, and such amendment shall become effective if approved by a majority of the voting members at a meeting, or, in the event of a mail ballot, by a majority of the voting members who have returned mail ballots thereon, provided that notice of the proposed amendment shall have been given in writing to all members of the Association.

ARTICLE VIII – DISSOLUTION

In the unlikely event of the dissolution of the Association, all funds, records, and other assets of the Association shall be transferred to a non-profit organization as determined by the Board at the time of dissolution. None of these funds, records or assets shall inure to the benefit of any individual member or members of the Association.

ARTICLE IX – PARLIAMENTARY AUTHORITY

The current edition of Robert’s Rules of Order, Newly Revised shall be the authority on all questions of procedures and parliamentary law not covered by the by-laws of the Association.