By-Laws of the Livingston Family Association
(A Non-Profit Corporation)
SECTION 1. Name and Location
The name of this corporation is LIVINGSTON FAMILY ASSOCIATION. The location and street address of its initial principal office shall be 1283 Logan Avenue, Salt Lake City, Utah 84105.
SECTION 2. Purpose
The purpose of this corporation is to research, compile, organize and disseminate genealogical research and history on the ancestors and living members of the Livingston family in order to perform religious ordinances in accordance with the principles and teachings of the Church of Jesus Christ of Latter-day Saints on a non-profit basis in accordance with its provisions of its Articles of Incorporation.
SECTION 3. Membership
- Eligibility. Any members of the Livingston family or related families shall be eligible for membership who desires to promote or participate in the purposes of the Association.
- Membership fees. The Governing Board shall determine the amount of any admission fee for an initial membership in the corporation and may change the same from time to time.
- Annual dues. The members shall annually contribute such sum (per member or on a per family basis) as the Governing Board shall determine as dues as a condition of retaining membership in the Association.
- Transfer. Memberships shall not be transferable.
SECTION 4. Meetings of Members
- Annual meetings. An annual meeting of the members of the Association shall be held at such time in June, July or August of each year as the Governing Board may determine for the purpose of electing Trustees and for the transaction of such other business as may come before the meeting.
- Special meetings. Special meetings of the membership for any purpose or purposes may be called by the Chairman of the Governing Board, the Governing Board, or by the Secretary of the Association.
- Notice of meetings. Written notice of the place, date and hour of all meetings of members,, and in case of a special meeting its purpose or purposes, shall be given by the Secretary to all members as disclosed by the corporation's books and records 15 days before the date of the meeting. Such notice shall be given by mail, postage prepaid, addressed to the latest post office address of each member or family as it appears on the records of the corporation.
- Waiver of notice. Members may waive notice of the time, place and purpose of any meeting by attending the same without receiving the 15 days notice above provided.
- Quorum. The members who are current in their annual dues and are entitled to vote and who are represented at a meeting in person or by written proxy filed with the Secretary of the corporation shall constitute a quorum. Members present at a duly called meeting may continue to transact business until adjournment, notwithstanding any withdrawal of members initially present. A two-thirds majority of the votes entitled to be cast by the members present or represented by proxy at a meeting shall be necessary for the adoption of matters voted on by the members except for election of trustees.
- Consent to action without a meeting. Any action which may be taken at a meeting of members may be taken without a meeting if authorized in writing by two-thirds of all members who would be entitled to vote thereon.
- Voting. Every member of record of the time notice
of a members meeting is given shall have the right to one vote, provided
such member is not delinquent in the amount of any sums due the corporation
on any account, his voting rights shall be automatically suspended.
In all elections of Trustees, each member shall have the right to vote as many votes as equal the number of Trustees to be elected and may cumulate said votes by giving one candidate as many votes as equal the number of Trustees to be elected or may distribute them on the same principle among as many candidates as he shall desire.
SECTION 5. GOVERNING BOARD
- General powers. The business and affairs of the corporation shall be managed by its Governing Board.
- Number, election, tenure and qualifications. The Governing Board shall consist of nine Trustees. Except for the initial Trustees appointed in the Articles of Incorporation, the Trustees shall be nominated from among the members in good standing. All Trustees must retain their membership during their term of service on the Governing Board. At the time of the first annual meeting, the three initial Trustees whose term of office shall first expire and the three initial Trustees whose term of office shall next expire shall be determined. At each annual meeting of members, the term of office of three members of the Governing Board shall expire and be filled with three Trustees elected by the members. Each trustee shall hold office for a term of three years and until his resignation or removal and until his successor has been duly elected.
- Meetings. The Governing Board shall meet annually, immediately following the annual shareholders meeting if practicable; otherwise, within 30 days, at such time and place as shall be fixed by the Governing Board at the members annual meeting. At such annual meeting the Governing Board shall elect a Chairman of the Governing Board and shall appoint a Research Director, a Social Director, a Recruiting Director, a Secretary and a Treasurer. Any of the foregoing offices may be combined in any manner. Special meetings of the Governing Board may be called by the Chairman of the Board, by any three Trustees or by the Secretary. Regular meetings of the Governing Board shall be held at least quarterly at such time and place as the Governing Board shall by resolution determine.
- Notice of meetings. Notice of time and place of both regular and special meetings shall be given to each Trustee at his last known address at least 15 days before the meeting. Such notice may be waived by a Trustee in writing before, at or after a meeting and shall be conclusively deemed to have been waived by each Trustee who is present at a meeting.
- Action without a meeting. Action by the Governing Board may be taken without a meeting provided two-thirds of the Trustees consent orally or in writing or by taking part in such action.
- Quorum. The Trustees present at a duly called meeting of the Governing Board shall constitute a quorum for the transaction of any business which comes before the meeting and action by a majority of the Trustees present shall constitute action by the Governing Board.
- Vacancies. Vacancies in the Governing Board caused by any reason other than removal of a Trustee by a vote of the membership shall be filled by a majority vote of the remaining members of the Governing Board. Each person so elected shall serve as Trustee until his removal, resignation or until his successor is elected.
- Power and duties. The Governing Board shall have the following powers and duties:
- To manage the business and affairs of the corporation for the benefit of the members and in connection therewith to make and change by-laws and to make and change rules and regulations not inconsistent with the laws of the State of Utah, the Articles of Incorporation or provisions of the Internal Revenue Code regarding exempt organizations for the guidance of the corporation's officers in the day-to-day direction of the affairs of the corporation.
- To appoint the officers of the corporation and committees and to determine their responsibilities and functions.
- To cause to be kept a complete record of all Trustees meetings and of all members meetings and of all business and accounts of the corporation.
- To cause the funds of the corporation to be safely kept, directing from time to time where they shall be kept and/or deposited and to make a complete annual financial report to members.
- To designate by resolution of a majority of the whole Board two or more of their number as an executive committee which to the extent provided in said resolution shall have and exercise the authority of the governing in the management of the business of the corporation.
- To establish an annual budget, special budgets, initial membership fees, annual membership dues and appropriate charges and assessments for genealogical data, family histories and other materials which the Governing Board determines should be made available to the members of the corporation or others.
SECTION 6. OFFICERS
- Designation. The principal officers of the corporation shall consist of the Chairman of the Governing Board, a Research Director, a Social Director, a Recruiting Director, a Secretary and a Treasurer. Any two or more of these offices may be combined with other offices. Committees may also be appointed by the Governing Board.
- Appointment. Officers and committees shall be appointed by the Governing Board. Each shall hold office at the pleasure of the Governing Board. To the extent practicable, appointment of officers and committees shall take place at the annual meeting of the Governing Board. Vacancies occurring at any time in any office shall be filled by the Governing Board.
- Removal. Any officer may be removed with or without cause at any time by a majority vote of those present at a meeting of the Governing Board, and his successor may be appointed at the same meeting [by] a like vote.
- Chairman. The Chairman of the Governing Board shall be the principal executive officer of the corporation and shall have the responsibility of the management of the day-to-day affairs of the corporation. He shall call meetings of the Governing Board. He may appoint special committees from among the members as he deems appropriate to assist in the conduct of the affairs of the corporation.
- Research Director. The Research Director shall perform and coordinate genealogical research and compile genealogical and historical data on the Livingston family. In the absence of the Chairman or in the event of his death, disability or refusal to act, the Research Director shall perform the duties of the Chairman. He shall also perform such other duties as may be specified from time to time by the Chairman or Governing Board.
- Social Director. The Social Director shall plan and coordinate an annual Livingston family reunion and shall plan, organize and carry out such other social events as may be approved by the Governing Board.
- Recruiting Director.The Recruiting Director shall be in charge of recruiting new members and activating past members of the association.
- Secretary. The Secretary shall keep a record of the proceedings taken at meetings of members and meetings of the Governing Board. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-laws. The Secretary shall be custodian of the corporation's Articles, By-laws, membership records, resolutions, minutes and history. He shall have such other duties as may be prescribed by the Chairman or Governing Board.
- Treasurer. The Treasurer shall safely keep all funds belonging to the corporation and expend the same under the direction of the Governing Board. He shall prepare and submit statements and reports of all his accounts with complete supporting vouchers for the information of the Governing Board and the members. He shall keep a proper receipts and disbursements journal and shall discharge such other duties as pertain to his office as are prescribed by the Chairman or Governing Board.
- Salaries. The salaries, if any, to be paid to the officers of the corporation shall be as determined from time to time by the Governing Board.
- Fidelity bonds. The Governing Board shall require that all officers and employees of the corporation handling or responsible for substantial amounts of corporate funds furnish adequate fidelity bonds, the premiums for which shall be paid by the Association.
SECTION 7. CONTRACTS, LOANS, CHECKS AND DEPOSITS
- Contracts. The contracting authority of the Association shall reside in its Governing Board. The Chairman and Secretary shall execute all contracts approved by the Governing Board on behalf of the Association.
- Loans. No loans shall be contracted and no evidences of indebtedness shall be issued unless authorized by special resolution of the Governing Board.
- Checks. The Trustees and the Treasurer shall have the power to sign corporation checks, drafts and orders for the payment of money, notes and other evidence of indebtedness issued in the name of the corporation, with the signatures of the Treasurer and of at least one Trustee who is not the spouse of the Treasurer required on all such investments.
- Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation at such banks, trust companies or other depositories as the Governing Board may determine.
SECTION 8. INSPECTION OF BOOKS AND RECORDS
All books and records of the corporation, including its financial records and minute books, shall, to the extend practicable, be kept at its principal office or at such other place as is designated by resolution of the Governing Board which is accessible to each member. Each member shall have the right to examine the books and records of the corporation, in person or by agent or attorney, upon reasonable notice for any proper purpose.
SECTION 9. BY-LAWS
The By-laws of the Association may be made, amended or repealed by the members at any annual meeting or at a special meeting called for that purpose and by the Governing Board. The By-laws of the corporation shall be certified by a majority of the Trustees of the corporation and shall be recorded in a bood of By-laws kept in the principal office of the corporation and shall not take effect until so recorded and filed. The repeal of any By-laws shall be stated in the book of By-laws and shall be noted on the margin where such repeal of By-laws is set forth by reference to the page where the amendment is found or fact of repeal stated.
CERTIFICATE TO BY-LAWS
The undersigned Trustees of the LIVINGSTON FAMILY ASSOCIATION hereby certify that the forgoing By-laws are the By-laws of said Association and were adopted by vote of the Governing Board at a meeting duly and regularly called.
Witness our hands this dd day of month, 1974.