Revised September 11, 2002
ARTICLE I NAME
The name of this organization shall be the Gesang-Verein, Virginia. Throughout these By-laws, this organization may be referred to as “Society” or “Corporation”, and these words shall be held to have the same meaning.
ARTICLE II PURPOSE
The purpose of the Society is the preservation and perpetuation of German customs and culture.
Section 1. The membership of this Society shall consist of three classes: Active, Inactive, and Honorary
Section 2. The Active Members shall consist of members who are found to be interested in preserving and perpetuating German customs and culture. Active members shall be entitled to all the rights, privileges, and responsibilities of membership including, but not limited to the following:
- the right to vote
- the right to hold office
- the right to attend any function of the Society as a member of the Society
Section 3. The Inactive Members shall consist of those members who have previously held Active Membership status, but have failed to maintain Active Membership due to health or medical reasons, or because the member has moved out of the Richmond Metropolitan area. Inactive Membership status may be granted at the discretion of the Board of Directors upon receipt of a written request from the individual. A member may remain on Inactive Membership status for a maximum of five (5) years. To be moved to Active Membership status, an Inactive member shall present a written request to the Board of Directors for consideration and approval, and if approved, must pay all annual dues assessed for the calendar year in which reclassification is requested. Inactive Members shall be entitled only to the following:
- the right to be reclassified as an Active Member.
- the right to receive any mailed information such as newsletters, special announcements, etc.
Section 4. An Honorary Member is someone who has obtained an outstanding position in the community, or one who has contributed outstanding service to the Society over a prolonged period. Honorary Members are recommended by the Board of Directors, elected by ninety (90) percent of the members in attendance at a monthly business meeting, and are exempt from dues.
Section 5. Any member of this Society in good standing may present the name of a proposed member in writing and endorsed by another member in good standing to the President. The President shall then submit that name to the Membership Committee for an investigation and a report. Upon favorable report of a majority of the Membership Committee, the President shall present the name of the proposed member to the Board of Directors, and upon two-thirds vote of a quorum, the name of the proposed member shall be submitted to the Society. Unless more than ten (10) percent of the members in attendance object, the person shall be declared elected if a quorum is present. Balloting shall be by secret ballot.
ARTICLE III OFFICERS AND DIRECTORS
Section 1. The Officers of the Society shall consist of:
- Recording Secretary
- Financial Secretary
Section 2. It shall be the duty of the President to preside at all Society functions, to act as chairman of the Board of Directors, and to enforce all laws and regulations relating to the administration of the Society. He shall call all special meetings of the Society and all meetings of the Board of Directors.
Section 3. It shall be the duty of the Vice-President to act as President in the event of his absence.
Section 4. It shall be the duty of the Recording Secretary to enter all resolutions and proceedings of the Society in the proper books, and the minutes of all such meetings, when properly approved, shall be sufficient and conclusive evidence of the facts therein stated. The Recording Secretary shall conduct all correspondence relating to the Society, and shall be responsible for notices of all meetings, shall have charge of the corporate seal, and perform all duties pertaining to the office of Recording Secretary.
Section 5. It shall be the duty of the Financial Secretary to collect all monies payable to the Society, and these monies shall be periodically turned over to the Treasurer. He shall be responsible for maintaining an accurate record of all funds received, and shall keep a register of the members of the Society, which shall contain their addresses and home and business telephone business numbers.
Section 6. It shall be the duty of the Treasurer to have custody of all funds of the Society. All monies payable by the Society shall be paid out by the Treasurer out of the appropriate funds. Funds shall be disbursed only upon approval of the Board of Directors. Funds may be transferred between the Society’s checking and savings accounts of local banking institutions by the Treasurer upon approval of the President. In addition:
the Treasurer shall make all necessary reports to the Internal Revenue Service, State Corporation Commission, and other public authorities.
The Treasurer shall be bonded.
The books shall be audited at least once a year. An annual audit shall be made prior to the Annual Meeting. The Board of Directors shall be responsible for the audit procedure.
Section 7. The officers shall hold offices for one (1) year, or until their successors are elected. The President and Vice-President shall not hold the same office for more than two consecutive years.
Section 8. The Board of Directors of the Society shall consist of ten (10) directors. The Board of Directors shall consist of the five (5) elected officers of the Society, and five (5) other members. The other members shall consist of the Past President and two (2) members elected each year for a two year term.
Section 9. In the event of a vacancy caused by the death or resignation of any officer or director, or for any other cause, such vacancy shall be filled by vote of the members at the third regular monthly meeting of the Society following such vacancy, following the same procedure as outlined in ARTICLE VI. A vacancy can be filled at any regular monthly meeting.
ARTICLE IV COMMITTEES
Section 1. There shall be seven (7) regular Standing Committees:
- Membership Committee
- Entertainment Committee
- Music Committee
- Properties Committee
- Sick Committee
- Nominating Committee
- Finance Committee
Section 2. All applications for membership shall be forwarded to the Membership Committee. The Committee shall inquire into the eligibility and character of each person proposed for membership and report its findings to the Board of Directors, provided sufficient time shall have elapsed after receipt of such application to have enabled the Committee to pursue its inquires. The Committee shall have always in mind the fact that the character of the Society requires its membership to be interested in preserving and perpetuating the German language and customs.
Section 3. The duties of the Entertainment Committee shall be to arrange all maters, with the advice and consent of the Society, relating to social activities such as balls, dances, picnics, parties, etc.
Section 4. The duties of the Music Committee shall be to have custody of the sheet music, music books, and sound reproduction equipment of the Society. The Committee shall promote the furtherance of German music in singing and dancing in the Society, and at its functions.
Section 5. The duties of the Properties Committee shall be to have custody of the flags, banners, and other property of the Society, and to carry, hold, or otherwise display flags, etc., at appropriate ceremonies and at other times.
Section 6. The duties of the Sick Committee shall be to visit the sick and keep the Society informed of such matters.
Section 7. The Nominating Committee shall prepare a slate of nominees for all offices. The Chairman of the Committee shall conduct all elections.
Section 8. The duties of the Finance Committee shall be to assist with the annual audit, prepare the annual budget, and advise the Board of Directors in the financial management of all Society funds.
Section 9. Each Committee shall consist of three (3) or more members.
Section 10. The Chairmen of these Committees shall be appointed annually by the President. The Chairmen shall appoint their own members.
Section 11. The President of the Society shall be an ex-officio member of all Committees.
Section 12. Special Committees shall be appointed by the President as required.
Section 13. Vacancies occurring in a Committee Chairman position shall be filled by the President.
ARTICLE V ELECTION OF OFFICERS AND DIRECTORS
Section 1. The Nominating Committee shall present a slate of officers and directors containing the name of an Active Member who is willing to serve for each position of the Society at the November meeting. No additional nominations will be accepted at that time.
Section 2. At large nominations shall be presented to the Nominating Committee Chairman or the Recording Secretary by the second Wednesday in December. Nominees must consent to their names being placed in nomination. Any number of persons may be nominated for each position. Nominations shall be closed at midnight of the second Wednesday in December. A list of nominees will be published in the January meeting notice.
Section 3. The election of officers and directors shall be held at the Annual Meeting of the Society in January of each year, and shall be by secret ballot, voting for President, then Vice-President, then Recording Secretary, then Financial Secretary, and then Treasurer. A majority of votes cast is necessary to elect an officer, and if a majority is not received by one of the candidates, then a second ballot must be held, dropping from the nominees the candidate that received the lowest number of votes. If after the second ballot is held, none of the remaining nominees has received a majority of the votes cast, a third ballot must be held, dropping the name that received the lowest number of votes in the second ballot, which procedure must be repeated until one of the nominees receives a majority of the number of votes cast. If only one (1) nomination for an office is made, he shall be elected by acclamation.
Section 4. After the election of officers, the election of directors shall be held. The two(2) nominees for director receiving the highest number of votes on the first ballot shall be considered elected. Should a tie occur which prevents this, those who are affected by such tie shall be balloted on in a succeeding vote, or votes, until the tie is broken. If there is only one (1) nominee for each vacant directorship, then they shall be elected by acclamation.
ARTICLE VI MEETINGS OF THE SOCIETY
Section 1. The regular Annual Meeting of the Society shall be held on the second Wednesday in January of each year. The order of business at the Annual Meeting shall be as follows:
- Roll call
- Confirmation of the minutes of the preceding meeting
- Reading of communications and motions relative thereto
- Reports of Officers
- Reports of Standing Committees
- Reports of Special Committees
- Unfinished business
- Election of Officers
- Election of Directors
- New business, motions and resolutions
- Special features
Section 2. The regular monthly meeting of the Society shall be held on the second Wednesday of each month unless cancelled or rescheduled by the Board of Directors.
Section 3. Special business meetings may be called by the President at his discretion or upon written request of at least five (5) members in good standing, at which meeting no other business other than that for which the meeting was called shall be transacted. The place at which the meeting shall be held shall be the premises regularly occupied by the Society. Notice of such meeting shall be sent by mail, telephone, or messenger, not less than five (5) days prior to each meeting, stating the date of such meeting and the business to be transacted.
Section 4. All Committees shall be subject to the call of their respective chairmen or President.
Section 5. A quorum shall consist of one-third of the Active and Honorary Members combined. A quorum of the Board of Directors shall be fifty (50) percent of the Board.
Section 6. Every Active and Honorary Member shall be entitled to one vote on any question.
ARTICLE VII DUES AND INITIATION FEES
Section 1. The initiation fee of every member shall be determined by the Board of Directors with approval of the membership.
Section 2. The dues of every Active Member of the Society shall be determined by the Board of Directors with the approval of the membership. Annual dues of Active Members are due to the Financial Secretary by January 31st of each year. If a member’s dues have not been received by the Financial Secretary by the April monthly meeting, the member shall be dropped from the register of Active Members of the Society at that time with loss of all membership privileges. A dropped member may be reinstated by paying all delinquent dues by the June monthly meeting without rejoining the Society by the method described in ARTICLE II, Section 5.
Section 3. The members of the Society accept no financial liability of the Society except those set forth in Sections 1 and 2 of this ARTICLE.
ARTICLE VIII DONATIONS, CONTRIBUTIONS AND GIFTS
Section 1. The Society may accept such donations, contributions, gifts, etc., of money or other such property that the membership at a business meeting may approve. Any conditions attached to any such donation, contribution, gift, etc., shall be plainly set forth before voting upon the subject, and all such conditions shall be fully noted in the minute books of the Society. It shall be the duty of the Recording Secretary to prepare for the signature of the President suitable acknowledgements of all such donations, contributions, gifts, etc., setting forth the conditions, if any, under which the acceptance is made.
Section 2. All motions for the donation or appropriation by the Society of twenty-five (25) dollars or more must be approved by the Board of Directors.
ARTICLE IX EXPULSION OR SUSPENSION
Section 1. Any member renders himself liable to expulsion from the Society or to be suspended for a term not to exceed one (1) year if:
- he is convicted of a felony, or
- he is finally declared by a court of competent jurisdiction to have committed any fraud, or
- he is held by the Society, upon written complaint by any person aggrieved, whether a member or not, to have been guilty of any act or default discreditable to the Society, or
- he is declared by any competent court or commission to be insane or otherwise incompetent, or
- he is found guilty by the Society of infringing any of its By-laws or its rules, or
- he fails to pay any sums, other than annual dues, owed by him to the Society within three (3) months after such debt shall have become due.
Section 2. In any such case he shall be entitled to be heard in his defense, and the Society, by two-thirds vote of the members present, shall determine whether or not he is guilty of the charges preferred against him. If the member is found guilty, the Society, by two-thirds vote of the members present, shall determine whether or not he shall be expelled or suspended.
ARTICLE X GUESTS
A guest must be sponsored by a member. A guest may attend two (2) meetings without any assessment, thereafter he will be assessed a fee that is determined by the Board of Directors with approval of the membership.
ARTICLE XI AMENDMENTS
Amendments to the Charter of the Corporation and/or its By-laws may be proposed only at a meeting of the Society after a copy of the amendment(s) to be proposed has been read at the previous meeting. Such proposed amendment(s), upon the affirmative vote of two-thirds of the members present and voting, a quorum being present, shall become effective immediately, subject to any delays necessary in securing the amendment(s) to the Charter.
ARTICLE XII DISSOLUTION
The Society can not be dissolved without the approval of seventy-five (75) percent of the total membership of the Society at a regular meeting and open for questions for thirty (30) days. Monies in the Treasury shall be given to charities to be determined at the time in the area served by the Society, as long as those charities are exempt under Section 501(c) of the Internal Revenue Code of 1954.