ARTICLE I: NAME
The name of this organization is the NCGenWeb Project (NCGenWeb).
Section 1. AFFLIATIONS
The NCGenWeb is affiliated with The USGenWeb Project and subject to its bylaws and standing procedures.
ARTICLE II: DESCRIPTION, OBJECTIVES AND PURPOSE
The NCGenWeb is a not-for-profit, all-volunteer organization dedicated to gathering and presenting North Carolina genealogical and historical information for free, online access by researchers. This is accomplished by maintaining a general state website, individual websites for each of North Carolina’s counties, and various “Special Project” and/or town websites.
ARTICLE III: MEMBERSHIP
Section 1 MEMBERSHIP.
Any individual who supports the goals set forth in the Preamble of our Charter and participates within this corporation and maintains a county website, town website, Special Project and/or is declared an Honorary Member by the Board.
Section 2. ANNUAL MEETING.
The membership year shall begin on the first day of July of each year. The Annual Business meeting shall be held within 30 days of that date.
Section 3 EQUAL OPPORTUNITY.
The NCGenWeb is an equal opportunity organization and will not tolerate discrimination in any form on the basis of race, color, religion, sex, national origin, age, marital status, disability, or sexual orientation.
Section 4 PRIVILEGES.
If all conditions of membership are met, then members have the privilege of holding office when duly elected and voting in all elections, polls and ballots. Each member will have one vote. Each member shall be eligible to hold an office after six (6) months of membership in good standing and with a 2/3 vote of approval by the NCGenWeb Board or one year of membership in good standing.
Section 5 HONORARY LIFE MEMBERSHIP.
The General Membership or the Board may confer, with approval of two-thirds of members of the project voting, an Honorary Life Membership upon those people that have made significant contributions to the field of online genealogy.
Section 6. HONORARY MEMBERS.
Honorary Members may participate fully in all activities of NCGenWeb; however, they do not have the right to vote if they do not maintain an official NCGenWeb website.
Section 7. HONORARY MEMBERS SERVICE.
Honorary Members may serve as Board Advisors. They do not have the right to vote on Board matters.
Section 8. TERMINATION OF MEMBERSHIP.
If a member fails to comply with the minimum requirements as set by the Procedures and/or Guidelines for the NCGenWeb, the Regional Coordinator, Assistant State Coordinator and/or State Coordinator will bring the matter before the board. Notification of removal of such (or said) member shall require a two-thirds vote by the board.
Section 9. GRIEVANCE PROCEDURE FOR MEMBERS.
The Board shall provide a Grievance Procedure for members, which shall be published in the NCGenWeb Procedures and Guidelines.
ARTICLE IV: OFFICERS & GOVERNMENT
Section 1. EXECUTIVE BOARD
The Board shall conduct the regular business of the organization. The Board shall meet quarterly, and more often if needed. The Board meetings may be held by electronic means or by phone conference, at the discretion of the Board. A quorum for conducting the business of the Board shall be not less than five members of the Board. The Board will consist of the State Coordinator, Assistant State Coordinators (2), and Regional Coordinators (4). Each member of the Board shall have one vote.
NCGenWeb Executive Board Members
Asst. State Coordinators (2)
Chief Technical Coordinator
Coastal Region Coordinator
Mountain Region Coordinator
Eastern Piedmont Region Coordinator
Western Piedmont Region Coordinator
Section 2. DUTIES
The Board is responsible for overall policy and direction of The NCGenWeb.
a. State Coordinator. The State Coordinator shall be responsible for the organization’s internet presence, and shall oversee the day-to-day operations. The term of office for the State Coordinator position shall be two years with a limit of two consecutive terms and one term of “sitting out” after which s/he may seek a position on the NCGenWeb Board again.
b. Assistant State Coordinators. The Assistant State Coordinators shall be elected in a general election by a majority of members voting. The Assistant State Coordinators shall assist the State Coordinator with official business in every way that is reasonable and proper. Assistant State Coordinators may be asked to function as the State Coordinator in the absence of the elected State Coordinator. The Assistant State Coordinators will have one vote on the Board. The term of office for the Assistant State Coordinators’ position shall be two years with a limit of two consecutive terms and one term of “sitting out” after which s/he may seek the office of Assistant State Coordinator again. The Assistant State Coordinator may seek a higher NCGenWeb Board position at this time.
c. Chief Technical Coordinator. The State Coordinator may appoint the Chief Technical Coordinator. The Chief Technical Coordinator shall be skilled in computer matters. The Chief Technical Coordinator shall advise the State Coordinators and the Board on technical matters. There shall be no term limit to the position of Chief Technical Coordinator.
d. Regional Coordinator. The Regional Coordinators shall assist the State Coordinator and Assistant State Coordinators in reviewing applications for counties in their region. They shall also maintain any adoptable counties in their region and perform quarterly reviews on the sites to make sure they are meeting the minimum basic requirements and guidelines per NCGenWeb and USGenWeb Projects. The term of office for the Regional Coordinators’ position shall be two years with a limit of two consecutive terms and one term of “sitting out” after which s/he may seek the office of Regional Coordinator again. The Regional Coordinator may seek a higher NCGenWeb Board position at this time or if there are no other nominees, the out-going Regional Coordinator can volunteer to continue for a third term.
Section 4 RESIGNATION OR REMOVAL OF OFFICERS.
a. Resignation. Any Board member may resign effective upon giving written notice to another Board member or the Board as a whole. The Board, with a 2/3 vote, shall appoint replacements from the general membership to fill unexpired term of under twelve months. A special election will be held if the term left to fill is twelve months or longer.
b. Removal by petition. Any elected officer may be removed from office if cause exists for such removal. Cause for removal includes, but is not limited to gross, willful, and continued neglect of the duties of office, ethics violations, or conduct characterized by a lack of fairness and good faith that could be injurious to the project, its members, or representatives. A petition signed by 10% of the voter-qualified members must be presented to at least one of the regional CC Representatives. (See The USGenWeb Standard Rules, Sec. II))
c. Removal by the Board. Any elected officer may be removed from office:
Step #1. By online notification to the named Board member along with the reason of removal with 72 hours for rebuttal.
Step #2. Notification to the general membership.
Step #3. A 2/3 vote of the Board if cause exists for such removal.
i. Behavior which can be shown to be detrimental, abusive or disruptive to the mission of the project.
ii. Shall include, but not limited to, abandonment of duties, non-response to emails or other forms of communication and/or non-compliance to Project guidelines
ARTICLE V. OTHER MEMBERS OF THE BOARD
Section 1. APPOINTED OFFICES
The Board may appoint a Secretary, Treasurer and/or Parliamentarian from amongst the Board members and/or the membership to serve in these positions. These positions will not have a vote on the Executive Board.
a. Secretary. The Secretary shall keep a record of all meetings of the organization, and shall be custodian of the books and records belonging to the organization, and shall handle all correspondence (except membership correspondence) for the organization. The Secretary shall, with the State Coordinator, sign all contracts for this organization. It shall be the responsibility of the Secretary to provide all members with an annual calendar of meeting dates and locations.
b. Treasurer. The Treasurer shall be responsible for receiving, depositing and disbursing the funds of the Project using a checking account approved by the Board. The Board shall designate an alternate who will be authorized to sign checks in the Treasurer’s absence. The Treasurer shall submit monthly financial statements to the Board and a report for the membership at regular monthly meetings. The Treasurer shall make all treasury records available to the Audit Committee and maintain the Project membership lists. The Executive Board may require that the treasurer be bonded.
c. Parliamentarian. The State Coordinator may appoint a Parliamentarian, with the advice and 2/3 vote of the Board.
Section 2. STANDING COMMITTEES
The Board may form Standing Committees as needed. The State Coordinator shall, with the advice and consent of the Executive Board, select all committee chairpersons. The members of a committee or other working unit shall be selected from the general membership by that chairperson.
ARTICLE VI . ELECTIONS AND NOMINATIONS
Section 1. GENERAL ELECTIONS
a. General elections shall be held each year with the positions to be voted on alternating after the first year (2010) election.
i. 30 June 2010
State Coordinator – 2 years
Asst. State Coordinator #1 – 1 year
Asst. State Coordinator #2 – 2 years
Coastal Coordinator – 1 year
Eastern Piedmont Coordinator – 2 years
Mountain Coordinator – 1 year
Western Coordinator – 2 years
ii. The next election (2011) will be for the positions of Assistant State Coordinator #1, Coastal Coordinator, and Mountain Coordinator. These will be the full two year position.
iii. Thereafter, the elections will alternate each year to positions and terms will be for two years.
iv. Regional Coordinators will be elected by the CCs in their region. CCs will vote for the RC in every region of which they have a county or town website.
Asst. State Coordinator #2
Eastern Piedmont Coordinator
Western Piedmont Coordinator
Asst. State Coordinator
b. Elections may be conducted by electronic means, e-mail, or online poll.
c. Election polls shall be open for at least two weeks (fourteen consecutive days), ending on the last day of June.
d. The nominations and election shall be by secret ballot with three (3) non-members of the NCGenWeb maintaining the vote count.. The electioneers may be chosen from the USGenWeb or by using the USGenWeb Election Committee.
Section 2. VOTING MEMBERS
a. A list of eligible voters shall be made public for the duration of the election. All members must have been a member of the NCGenWeb thirty days prior to the election. Once the polls are open, no voters may be added to the voting list.
b. All members in good standing may make nominations, nominate themselves, be nominated for office, run for office, and vote in all NCGenWeb Project, Inc. general elections. Voting shall allow a maximum of one vote per county, but there shall be no more than one vote per person, regardless of the positions and responsibilities the person shall have.
Section 3. NOMINATIONS
a. A nominating period of at least ten consecutive days (covering two weekends) shall precede the election and shall be open to members in good standing.
b. There may be a grace period of up to five consecutive days between the closing of the nominations and the opening of the polls.
ARTICLE VII: MEETINGS
Section 1. MEETINGS.
General Meetings shall be open to all members. The members shall be informed of the meeting dates.
a. At least one General Membership Meeting shall be held annually, and will include the annual Business Meeting. The meeting will be announced fourteen days in advance. The Meeting will be held electronically through emails or if available by a chat room that is approved by the Board.
b. An annual financial report shall be made available at the Business Meetings. At this meeting the Treasurer shall submit a full report of the activities of the Board and the financial status of the organization.
Section 2. EXECUTIVE SESSION.
The State Coordinator or Board may declare “Executive Session” as defined by Sturgis Parliamentary Procedure, and apply that Executive Session to any meeting. The Executive Session shall be held by phone conference with 2/3 of the Board Members participating.
Section 3. SPECIAL MEETINGS.
The State Coordinator or the Board may call a Special Meeting, at their discretion. Special Meetings shall not replace the Annual Business Meeting. The Board shall be notified of all Special Meetings at least two weeks in advance if possible.
Section 4. MEETINGS.
At the discretion of the Board or the State Coordinator, any meeting may be held online (internet). All online voting must be done with e-mail, the e-mails archived, and the results posted on the NCGenWeb Project, Inc. web site.
Section 5. QUORUM.
A quorum at all board meetings will be 2/3 of the board.
ARTICLE VIII CHARTER, BYLAWS, & PROJECT GUIDELINES
Section 1. CHARTER.
Our Charter (Preamble and Articles) is the statement of our principles, mission and the foundation of this corporation.
Section 2. BYLAWS. The Bylaws shall be the working rules of the organization.
Section 3. PROJECT GUIDELINES.
The Board, with a vote by the membership, shall establish guidelines for the Coordinators of County and Special Project web pages. These guidelines shall state the minimum web page standards required by NCGenWeb Project, Inc. and shall establish procedures for the removal of any member that does not meet the established standards, and these guidelines will be posted on NCGenWeb Project, Inc. web site.
Section 4. REVISIONS & AMENDMENTS.
Amendments to these Bylaws shall be proposed by the Board or by petition of any five members to the Board. Approval shall be by two-thirds vote of the members voting. Members shall be notified by regular e-mail, thirty (30) days in advance, of any proposed vote to change the Charter or Bylaws. The proposed amendments shall be posted thirty days prior to the vote. The vote will be taken via e-mail and the result shall be posted on the NCGenWeb Project, Inc., website.
ARTICLE IX: DISSOLUTION
Section 1. METHOD OF DISSOLUTION. Members shall be notified by regular mail at least thirty (30) days prior to the Annual Business Meeting of the intent to vote on the dissolution of the organization (NCGenWeb, Inc.). Dissolution of this organization shall be by a two-thirds vote of the members present at the Annual Business Meeting.
Section 2. DISTRIBUTION OF ASSETS. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes, to be determined by the NCGenWeb Board, within the meaning of section 501(c)(3) of the Internal Revenue code, or corresponding section of any future tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE X: ACTIVITIES
Section 1. ACTIVITIES.
Notwithstanding any other provision of these articles, the organization shall not carry on any other activity not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provision of any future United States Internal Revenue law; or (b), by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986, or corresponding provision of any future United States Internal Revenue law.
ADOPTED April 16, 2010