BY-LAWS

HUXFORD  GENEALOGICAL  SOCIETY

On the twenty-sixth day of November in the year A.D. Nineteen Hundred and Seventy-two a meeting was held in Homerville, Georgia, for the purpose of organizing a genealogical society.

Therefore: Be it known that the name of this society shall be the "HUXFORD GENEALOGICAL SOCIETY" and it shall be governed by a Board of Directors, and officers herein described.  The lodges and main offices of the society shall be in Homerville, Georgia, until such time as the Board of Directors shall otherwise specify or direct.

I.   OBJECTIVES

A.   The objectives of this society shall be at all times the collection, preservation and dissemination of genealogical records, especially source material and statistics pertaining to genealogy.  This information is to be made available to the public in such a manner as to protect the Society's materials from destruction or loss.

B.   This Society shall at all times be opened on a non-profit basis, that is, no member shall profit in any way by the operation of this Society, except the benefit of the genealogical data he or she may receive.

C.   Funds received by the Society from any source shall be used only for the operation of the Society.  No gratuities or salaries shall be paid to any member of this Society except to persons employed by the Society to work in the Society's Library.

D.   The Society shall have the authority through its Board of Directors to receive, hold, manage and use all gifts, donations, grants, annuities and bequests under such conditions and terms as the donor or testator may prescribe; and if no terms and conditions exist, then to be used as the Board of Directors deems proper.

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II.   OFFICIAL  INSIGNIA

The official insignia of the Society to be used on stationary, membership cards, membership certificates, and other proper uses, shall be:

The LIBERTY BELL, ENCIRCLED, with the motto, LEST WE FORGET:

The LIBERTY BELL as the symbol of all that our great Country stands for;  The circle representing the bond of common purpose and fellowship of the Society, and the continuity of that Heritage which our gallant ancestors hath graciously bestowed upon us;  and the motto LEST WE FORGET to remind us of the purpose for which our Society was founded.

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III.   BOARD OF DIRECTORS

A.   The Board of Directors shall have general supervision and authority over the functions of the Society.

B.   Members of the Board shall be elected from the membership and by the membership at the last Society meeting in each calendar year for terms of three years each.  At the first election after the adoption of these by-laws, one third shall be elected for three years, one third for two years, and one third for one year.  Thereafter the terms shall be three years each.

C.   Board members elected at the organizational meeting will serve until the next election and then board members shall be elected as aforesaid.

D.   * The Board at all times shall consist of twenty members and the Board shall have authority to fill vacancies.  Two-thirds membership shall constitute a quorum at any meeting.

E.   ** The Chairman of the Board and all officers of the society shall be elected by the Board of Directors from the membership of the Board of Directors.

* As amended November, 14, 1993 to expand the number of Board members from 12 to 18
and November 8, 1998 to expand the number of Board members from 18 to 20.

** As amended August 14, 1977.

IV.   PRESIDENT EMERITUS AND EXECUTIVE  DIRECTOR

The office of President Emeritus and Executive Director is hereby created and is to be filled by Folks Huxford (for whom the Society is named) for the duration of his life.  He shall be an ex-officio member of the Board of Directors.  This office shall have such powers and duties as authorized by the Board of Directors.

V.   DUTIES OF THE PRESIDENT

He shall be the executive officer of the society, charged with the enforcement if its rules and regulations and any other powers fixed by these by-laws or vested in him by the Board of Directors.  He shall preside at all meetings of the Society and will make such recommendations to the Board from time to time as he deems necessary, and shall have general supervision subject only to the Board of Directors.  He shall have the right to appoint and supervise committees as he deems proper for the better functioning of the Society.  He shall preside over meeting of the Board of Directors in the absence of the Chairman.

VI.   OFFICE OF THE VICE-PRESIDENT

The Vice-President shall preside at meetings should the President be unable to attend.

VII.  TREASURER

The Treasurer shall receive and distribute all funds of the Society, distributing the same only on the approval of the President or the Board.  The Treasurer shall keep the list of the membership at all times, showing the member's status; and shall issue membership cards and certificates.  The Treasurer shall make a report of all receipts and disbursements at each Board meeting.

VIII.  SECRETARY

The Secretary shall keep minutes of the various meetings of the Society and Board of Directors.  The Secretary shall mail out notices of each Society and Board meeting to members thereof, at least two weeks in advance of each meeting.

IX.   MEMBERSHIP

A.   Membership will be available and may be had by anyone with an interest in genealogical research, and who is willing to abide by the rules of the Society.  Membership will be evidenced by a current membership card or certificate.  Members shall be required to contribute once a year genealogical source material of such type and in such form and manner as may be prescribed by the Library Director and Library Committee.  Also members may be asked to contribute books, periodicals, or personal services to the Society under the direction of the Library Director and Library Committee.

B.  The President may at his discretion excuse any member from the foregoing requirements for membership by reason of physical condition or young age or other circumstances to be considered by him.  The President will report to the Board his action in such matters.

C.   Members not otherwise excused, who fail to comply with the foregoing requirements shall be denied Library privileges until such time as they have complied.

D.   The Board of Directors may recommend Honorary Membership for anyone in appreciation of his or her outstanding work in genealogy.  Such honorary members are to be exempt from dues.

E.   The President Emeritus and President may each grant an honorary achievement award to a member for outstanding service and/or contribution to the Society.  This rotating award is to be made on an annual basis.

X.   DUES

Annual dues shall be determined by the membership upon recommendation of the Board of Directors, and shall be payable January 1st of each year.

XI.   LIBRARY

The Library shall consist of the genealogical records and files, books and magazines of the Society.  At all times it shall be in the care and under the direction of a Director who is to be appointed by the Board on the recommendation of the President and for such term as the Board may direct.  The director shall not allow the use of the Library to anyone except on presentation of his or her membership card showing such member in good standing.  The Library Director shall at all times work in close cooperation with the President and Library Committee.

XII.   PURCHASES

The Library Director shall have authority to make purchases of supplies and equipment on approval of the President.  No purchases are to be made unless funds are available.

XIII.  ELECTIONS *

All elections of Board members shall be held annually at the last meeting of the Society in each year, and shall be by voice vote.  Terms of office shall begin on the first day of January following.  The election of any and all employees, including the Library Director, shall be by the Board, and shall be for any duration as the Board may decide.  The Board shall have the authority to fill all vacancies occurring by death, resignation, or otherwise, for the remainder of the year.  A Nominating Committee will be appointed by the President at the third meeting of the year.

* As amended August 14, 1977

XIV.  FISCAL  YEAR

The fiscal year of the Society shall be the calendar year, and all dues shall be for the calendar year.

XV.  MEETINGS *

There will be four meetings of the Society each year.  These meetings to fall on the second Sunday of February, third* Sunday of May, second Sunday of August and second Sunday of November.

* As amended May 6, 1973

XVI.  PARLIAMENTARY  PROCEDURE

Roberts Rules of Order shall govern the Society.

XVII.  BY-LAWS

These By-Laws may be changed or amended by a unanimous vote of the quorum of the Board of Directors present at any regular quarterly meeting of the Board of Directors.  Upon adoption of the By-Laws and upon any changes or additions, the President and Secretary shall affix their signatures to same, and shall then give the original copy to the secretary of the society for safe keeping.

A M E N D M E N T

to  BY-LAWS  of

HUXFORD GENEALOGICAL SOCIETY, INC.

Whereas, the HUXFORD GENEALOGICAL SOCIETY, INC, having met on the 16th day of May, 1982, pursuant to its By-Laws and it being proposed at such meeting that the Articles of Incorporation be amended and that proposed amendment having been presented to the membership present at such meeting and the membership having voted to amend such Articles of Incorporation on the 16th day of May 1982, and that vote having received the necessary approval of the members present at said meeting, pursuant to the Corporation's By-Laws, and this amendment being made by the Corporation and its members before the issuance of any shares, the HUXFORD GENEALOGICAL SOCIETY, INC therefore desires to amend the Articles of Incorporation to provide that in the event of dissolution, the residual assets of the Corporation will be assigned to another non-profit organization and to provide further this Corporation  will not carry on any activities not permitted by Section 501 (c) (3) of the Internal Revenue Code of 1954 or the amendments thereto, and to provide further that this Corporation is organized exclusively for charitable, religious, educational and scientific purposes.

IT IS, THEREFORE, RESOLVED that the Articles of Incorporation be and are hereby amended by adding thereto, immediately after Article VIII and immediately before the signatures executing the articles of Incorporation, the following new Articles to be numbered IX, X and XI so that the Articles of Incorporation of HUXFORD GENEALOGICAL SOCIETY, INC. shall read as follows:

RESTATED

ARTICLES OF INCORPORATION

OF

HUXFORD GENEALOGICAL SOCIETY, INC.
 

October 4, 1982

I.

The name of the corporation is:  "HUXFORD GENEALOGICAL SOCIETY, INC."

II.

The corporation shall have perpetual duration.

III.

The corporation is organized for the following purposes:  To collect, preserve and disseminate genealogical records, especially source material and statistics pertaining to genealogy:  to engage in any lawful activities relating thereto; and to engage in any lawful act or activity for which corporations may be organized under the Georgia Nonprofit Corporation Code.

IV.

The affairs of the corporation shall be managed by a board of directors, of which all officers shall be ex-officio members.  The method of election of directors shall be as determined by the By-Laws of the corporation.

V.

The corporation is not organized and shall not be operated for pecuniary gain or profit.  No part of the property of the corporation and no part of its net earnings shall inure to the benefit of any director or other private individual.  The corporation shall never be authorized to engage in a regular business of a kind ordinarily carried on for profit or in any other activity except in furtherance of the purposes stated above for which the corporation is organized.  The corporation shall never engage in propaganda, attempt to influence legislation, or participate in any political campaign on behalf of any candidate for public office, nor shall any part of its property or any of the income there from be devoted to such purposes.

VI.

The initial registered office of the corporation shall be at 806 Riverside Avenue, Waycross, Georgia 31501.  The initial registered agent of the corporation at such address shall be Patrick H. Sellers.

VII.

The initial board of directors shall consist of twelve members (officers are to be ex-officio members of the board of directors, but are not listed here) who shall be:

Jack Ladson, Chairman
Vidalia, Georgia

Marvin F. Engle
St. Simons Island

Mrs. H. D. Summerall
Blackshear, Georgia

James L. Wilcox
Ocilla, Georgia

Mrs. Z. G. Holland, Jr.
Sanford, Florida

Mrs. Asa Coleman, Jr.
McClenny, Florida

Miss Leila Summerall
Waycross, Georgia

Mrs. H. N. Corbett
Manor, Georgia

William R. Cason
Dunwoody, Georgia

J. Max Cheney
Reidsville, Georgia

Mrs. E. J. Smith
Homerville, Georgia

Marrell A. Knight
Brunswick, Georgia

VIII.

The names and addresses of the incorporators are:

Folks Huxford
Homerville, Georgia

Patrick H. Sellers
Waycross, Georgia

E. L. Williams
Lake Park, Georgia

Mrs. E. L. Williams
Lake Park, Georgia

Mrs. Robert Cowart
Douglas, Georgia

Mrs. Wayne Seaman
Waycross, Georgia

IX.

In the event of dissolution, the residual assets of the Corporation will turned over to one or more organizations which themselves are exempt as organizations described in section 501 (c) (3) and 170 (c) (2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, or to the Federal, State, or local government for exclusive public purposes.

X.

Notwithstanding any other provision of these articles, this corporation will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under sections 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States internal revenue law or (b) a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States internal revenue law.

XI.

Said corporation is organized exclusively for charitable, religious, educational and scientific purposes;  including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

RESOLVED FURTHER, that said Amendment is hereby adopted and approved this 30th day of September, 1982.

HUXFORD GENEALOGICAL SOCIETY, INC.

BY:    s/ Geraldine Summerall        
        GERALDINE SUMMERALL,
      Vice President                        

ATTESTED:

  s/ Lillian Lee Corbett                
LILLIAN CORNETT, Secretary

 

(Corporate Seal)

 

The officer executing this document in fact occupies the position indicated and is duly authorized to execute such document on behalf of the Corporation and the signature of such officer is genuine.

These Restated Articles of Incorporation were adopted by a unanimous vote of eleven (11) members which were present, there being eleven members entitled to vote.