WorldGenWeb Project
Bylaws
Date Adopted: 28 June 2017
ARTICLE 1 - NAME AND PRINCIPAL OFFICE
Section 1.01. Name. The name of the Corporation is WorldGenWeb Project ("Corporation").
Section 1.02. Principal Office. The post office address of the principal office of the Corporation is: 880 Main St., Boswell, PA. 15531 (U.S.A.)
Section 1.03. Domain(s). The domain names: worldgenweb.org and worldgenweb.info are registered to the WorldGenWeb Project and are administered by the WorldGenWeb Board of Directors.
Section 1.04. Use of Name. The name "WorldGenWeb," "The WorldGenWeb Project," "WGW" and any other variation of the name, is a service mark of this organization and as such is reserved for use ONLY by us and may not be used by any other website or person or group without the expressed written permission from the Board of Directors. Additionally, the name, "CountryGenWeb," "The CountryGenWeb Project" (replacing the word 'country' with the actual name of the country or state or county/parish name), and any other variation, is hereby service marked for use ONLY by this organization and the participating members of this project (exclusions include The USGenWeb Project and The CanadaGenWeb Project). The Board of Directors reserves the right to decide who may use the service marked names and right of use may be refused at any time by the Board of Directors.
Section 1.05. Logo. The WorldGenWeb Logo was designed for use by the WorldGenWeb Project. No changes or alterations of the Logo may be made except by express written permission of the Board of Directors.
ARTICLE II – MEMBERS
Section 2.01. Membership. Membership is composed of all active coordinators within the WorldGenWeb Project. Coordinators include the following:
ARTICLE III - BOARD OF DIRECTORS
Section 3.01. Number and Term. The number of members which shall constitute the full Board of Directors shall be not less than Six (6) and not more than eight (8). There shall also be such number of Directors Emeriti, as the Board of Directors shall determine from time to time. The term of office for each Director shall be two (2) years from the date of election. A Director may be reelected to office for an unlimited number of terms. It is expected that a Director will be able to commit to an average of three (3) hours per week to their duties to the WorldGenWeb Project.
Section 3.02. Nomination of Directors. The Nominating Committee (Section 4.02) shall be charged with nominating Directors for election to the Board or as Directors Emeriti at each Annual Meeting of the Board of Directors.
Section 3.03. Resignation. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time of its receipt by the Corporation, unless some other time be fixed in the resignation in which case at that time. The acceptance of a resignation shall not be required to make it effective.
Section 3.04. Vacancies. A vacancy in the Board, no matter how arising, maybe filled by election of a Director by the Board of Directors to fill such vacancy for the unexpired term of his predecessor and until his successor be elected.
Section 3.05 Powers. The Board of Directors shall have and exercise full power and authority to do any and all things deemed necessary or expedient in the government, management and control of the business and affairs of the Corporation.
Section 3.06. Removal of Directors. The Board of Directors may, by majority vote of the board, declare vacant the office of any Director with or without cause. Directors, who do not attend meetings for 180 consecutive days, or three (3) consecutive Board meetings except for extenuating circumstances approved by the Board, will be automatically removed from the Board.
Section 3.07. Directors Emeriti. By reason of his/her distinguished service to this Corporation, any individual may be considered for election as a honorary, non-voting Director Emeritus at any Annual Meeting of the Board of Directors, to hold office for life or until his resignation or removal, as provided in these By-laws. Directors Emeriti shall receive notice of all meetings of the Board and copies of all other communications mailed to the Board of Directors and may attend all meetings of the Board.
Section 3.08. Borrowing Money and Real Estate Transactions. The Board of Directors shall, by the vote of a majority of its members, have the authority to deal with all matters of the Corporation dealing with real estate and personal property which shall include, but not be limited to, purchase, sales, lease, easement and acceptance of gifts.
Section 3.09. Regular Meetings. Regular meetings of the Board maybe held at such time and place as shall from time to time be determined by the Board, and may be adjourned by the Directors present to any other time and place. A regular meeting for the election of officers and the transaction of such other business as may properly come before the meeting shall be held immediately following each Annual Meeting of the Board of Directors each year.
Section 3.10. Special Meetings. Special meetings of the Board may be called at any time by the Chairman or by any two members of the Board of Directors.
Section 3.11. Notice. Written notice of regular meetings, and written or oral notice of special meetings, of the Board of Directors shall be given at least five days in advance and shall state the date, place and hour of meeting.
Section 3.12. Quorum. A majority of members of the Board shall constitute a quorum for the transaction of business at any regular or special meeting of the Board.
Section 3.13. Unanimous Written Consent. A resolution in writing signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors duly called and constituted; and a resolution in writing signed by all of the members of the Executive Committee shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly called and constituted.
ARTICLE IV – COMMITTEES
Section 4.01. Executive Committee. There shall be an Executive Committee which shall consist of the Chairman, the Vice Chairman, the Secretary, and the Treasurer. The Chairman shall preside at meetings of the Executive Committee. The Executive Committee shall have and may exercise, during intervals between meetings of the Board of Directors, any and all powers vested in the Board, except powers that are specifically reserved for the full Board under these Bylaws and the Nonprofit Corporation Code. All matters of the corporation dealing with real estate shall be approved by action of two-thirds of the members of the Executive Committee then in office.
Section 4.02. Nominating Committee. Prior to each Annual Meeting of the Board of Directors, the Chairman shall designate, with the advice and consent of the Board of Directors, a Nominating Committee for the nomination of Directors for election at such Annual Meeting. This Committee shall consist of three Directors.
Section 4.03. Other Committees. The Chairman shall create such other committees as may be deemed necessary or desirable and appoint their members. Any committee may create such subcommittees as may be deemed necessary or desirable.
Section 4.04. Vacancies. A vacancy in any Committee, however arising, may be filled by the Chairman with the advice and consent of the Board of Directors. A vacancy in any subcommittee may be filled by the committee which created the subcommittee.
Section 4.05. Meetings. Each committee and subcommittee shall meet whenever the exigency of business shall require or at such other times as it shall choose.
Section 4.06. Quorum. A majority of the voting members of the Executive Committee, any other committee or subcommittee shall constitute a quorum for the transaction of business at a meeting.
Section 4.07. Rules and Records. Each committee and subcommittee shall prescribe its own rules and keep accurate minutes of all its meetings.
ARTICLE V - PRINCIPAL OFFICERS
Section 5.01. Principal Officers. The principal officers of the Corporation shall be a Chairman, a Vice-Chairman, a Secretary and a Treasurer. The Chairman, the Vice-Chairman, the Secretary and the Treasurer shall be elected by the Board of Directors from its own membership at its regular meeting immediately following each Annual Meeting of the Board of Directors and they shall hold office for two (2) years until their successors are elected or until their death, resignation or removal. The Board may designate one or more persons to act as Assistant Secretary and one or more persons to act as Assistant Treasurer, none of whom need be members of the Board or of the Corporation. The position of Chairman and Secretary shall not be held by the same person.
Section 5.02. Vacancies. If for any reason the office of one of the Principal Officers is vacant, the Board of Directors shall elect from its own membership a person or persons to fill such vacancy or vacancies until the next regular meeting of the Board for the election of Officers.
Section 5.03 Other Officers and Agents. The Board of Directors or the Executive Committee may appoint subordinate officers and agents of the Corporation. Such subordinate officers and agents of the Corporation shall hold their offices at the pleasure of the Board and until their death, resignation or removal.
ARTICLE VI - DUTIES OF OFFICERS
Section 6.01. Chairman. Subject to the control of the Board of Directors, The Chairman shall preside at all meetings of the Board of Directors and the Executive Committee. Further, the Chairman shall have active management of and supervision over the business of the Corporation and its other officers and employees and shall see that the policies and programs adopted and approved by the Board are carried out. The Chairman shall have and exercise such further powers and duties as from time to time may be prescribed in these By-laws or by the Board of Directors. The Chairman shall serve as an ex-officio member of all committees of the WorldGenWeb.
Section 6.02. Vice-Chairman. The Chairman shall have and exercise such powers and duties as from time to time may be conferred by the Board of Directors. At the request of the Chairman, or in the absence or disability of the Chairman, a Vice-Chairman designated by the Board of Directors shall perform the duties of the Chairman and act in his or her place.
Section 6.03. Chairman Pro Tempore. In the absence of both the Chairman and Vice-Chairman the duties pertaining to the office of the Chairman shall be performed by a Chairman Pro Tempore elected by the Board of Directors.
Section 6.04. Secretary. The Secretary shall, under the direction of the Chairman, keep the minutes of all meetings of the Board of Directors. The Secretary shall notify Directors of their election and shall notify Directors of all regular and special meetings of the Board. He/she shall have charge of the corporate seal, books, maps, leases and deeds of the Corporation. In the event of temporary absence or disability of the Secretary, or if the Secretary so delegates, his duties may be performed by an Assistant Secretary, the Treasurer or an Assistant Treasurer.
Section 6.05. Treasurer. The Treasurer shall, under the direction of the Board, have general charge of the funds of the Corporation and make such reports of the receipts and disbursements as the Board may direct. The Treasurer shall keep the accounts of the corporation and, under the direction of the Board of Directors, disburse the funds thereof. He/she shall give bond in such sum and with such surety as the Board of Directors may require. In the event of temporary absence or disability of the Treasurer, or if the Treasurer so delegates, his duties may be performed by an Assistant Treasurer, the Secretary or an Assistant Secretary.
ARTICLE VII - FISCAL POLICIES
Section 7.01. Fiscal Year. The fiscal year for all business transactions shall be the calendar year.
Section 7.02. Depositories. The Board of Directors may establish such accounts with banks, trust companies, and other financial institutions, as it deems appropriate.
Section 7. 03. Audit. There shall be an annual audit of accounts by an independent auditor.
ARTICLE VIII - CONTRACTS, NOTES, CHECKS, ETC.
All contracts and agreements authorized by the Board of Directors or the Executive Committee and all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money shall, unless otherwise directed by the Board of Directors of the Executive Committee acting for them or unless otherwise required by law, be signed by two of the following who are different persons: Chairman, Vice-Chairman, Secretary, or Treasurer. The Board of Directors may authorize any one of such persons to sign checks, drafts and orders for the payment of money and may authorize employees of the Corporation to execute checks, drafts and orders for the payment of money.
ARTICLE IX - PERSONAL LIABILITY OF DIRECTORS, OFFICERS, OR INDEMNITEES
Section 9.01. Limitation of Liability. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on date incorporated or as thereafter amended, permit elimination or limitation of the liability of Directors, no Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director.
Section 9.02. Application of Article. This Article shall not apply to any actions filed prior to date of incorporation, nor to any breach of performance of duty or any failure of performance of duty by any Director of the Corporation occurring prior to date of incorporation. The provisions of this Article shall be deemed to be a contract with each Director of the Corporation who serves as such at any time while this Article is in effect and each such Director shall be deemed to be so serving in reliance on the provisions of this Article. Any amendment or repeal of this Article or adoption of any other By-law or provision of the Articles of the Corporation which has the effect of increasing Director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or any failure to act, by a Director prior thereto.
ARTICLE X - EMERGENCY PROVISIONS
Section 10.1. General. The provisions of this Article X shall be operative only during a national emergency declared by the President of the United States or the person performing the Chairman's functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article. These provisions in that event shall override all other Bylaws of the corporation in conflict with any provisions of this Article, and shall remain operative as long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to these provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article.
Section 10.2. Unavailable Directors. All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason and whose whereabouts are unknown for a period greater than sixty (60) days shall automatically cease to be directors, with the same effect as if they had resigned as directors, so long as their unavailability continues.
Section 10.3. Authorized Number of Directors. The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 10.2 in this Article X.
Section 10.4. Quorum. The number of directors necessary to constitute a quorum shall be 50% of the total number of authorized directors.
Section 10.5. Directors Becoming Available. Any person who has ceased to be a director pursuant to the provisions of Section 10.2 in this Article X and who thereafter becomes available to serve as a director shall automatically resume performing the duties and exercising the powers of a director unless the term of office of that person has expired in accordance with its original terms and a successor has been selected and qualified.
ARTICLE XI. ADVISORY BOARD
Section 11.1. The Board of Directors shall establish an Advisory Board of up to twenty five (25) members consisting of genealogists, historians, people with technical expertise, people with knowledge and skills in areas such as archives, linguistics, heraldry, IT, law, etc.
Section 11.2 The members of the Advisory Board shall have no voting rights and the members have no obligations in terms of time.
ARTICLE XII. COORDINATORS
Section 12.01. Country Coordinator: The Country Coordinator (CC) is responsible for creating and maintaining the country level project website. They recruit and train county/parish/state volunteers. The country website offers general assistance to the researcher and usually has links to a general query or message boards or mailing list(s) that researchers can use. In addition to the above, the country coordinator shall seek to establish working relationships with other national websites (archives, research, universities, etc.) and often coordinates transcription projects to benefit researchers in that country. The CC may be elected by the members of the country project with the approval of the Board of Directors or may be appointed by the Board of Directors.
Section 12.02. Country Partners: The Board of Directors may in the case where there are no volunteers for Country Coordinators, engage one or more Country Partners on behalf for the WorldGenWeb.
Section 12.03. State or Provincial Coordinator: The State/Provincial Coordinator (SC/PC) is responsible for creating and maintaining the state/provincial level project website. They recruit and train *county volunteers. The SC is appointed by the CC or by the Board of Directors in the absence of a CC.
Section 12.04. County Coordinator(*): The County/district Coordinator is responsible for creating and maintaining a county specific website. The County Coordinator (cc) is the local link for the researcher worldwide. The cc is appointed by the Country Coordinator.
Section 12.05. Active Status: To fulfill the mission of the WorldGenWeb Project of providing quality genealogical data and information it is imperative that each WorldGenWeb Project website be kept current. At a minimum each website within the WorldGenWeb shall be updated once every 6 months. This update should include a check for any broken links, a change to the copyright date and a check to ensure that contact information is current. Project websites that have not been updated for a period greater than 6 months may be declared abandoned and the coordinator may be removed from the WorldGenWeb Project. Each coordinators will check in by the means established by the Board of Directors at least monthly. Any coordinator who does not check in for two (2) consecutive months will be removed from the project.
ARTICLE XIII: RIGHTS AND OBLIGATIONS OF COORDINATORS
Section 13.01. Due Process. No coordinator may be removed from the WorldGenWeb Project without due process; however, failure to comply with Section 12.05. will result in the removal from the project. The site concerned will be unlinked from the WorldGenWeb site and neither the WGW logo nor the name “GenWeb” may be used. No one associated with the WorldGenWeb Project can seize, copy and/or redistribute web pages from any other project website. Every project website is the sole property of the coordinator/webmaster except those pages that belong to the WorldGenWeb itself (homepage, country index, country landing page, policy page, faq, and archives).
Section 13.02. Corrective Action. No corrective action shall be issued with less than fourteen (14) days notice given to a coordinator unless the situation is deemed serious (site is offline or unavailable for a prolonged period of time). The local coordinator shall have no less than fourteen (14) days notice to make any corrective actions deemed appropriate by the Board of Directors or other committees. Coordinators who do not make the corrections as directed by the Board of Directors may be removed after fourteen (14) days notice.
Section 13.03. Removal of Coordinators: Violation of the WorldGenWeb Project By-laws or any written policy established by the Board of Director or: use of inflammatory, derogatory materials or statements, political statements, pornographic materials or web links, site abandonment, refusal to abide by WorldGenWeb Project By-Laws or policies, etc, may result in the immediate removal of a coordinator.
ARTICLE XIV. AMENDMENTS, DISSOLUTION, RULES OF ORDER.
Section 14.1. Amendments. The power to make, supplement, amend and repeal these Bylaws shall be vested in the Board of Directors by action of a majority of the members of the Board then in office.
Section 14.2. Dissolution. This corporation may be dissolved by a vote of two-thirds majority of the Board of Directors. Following dissolution and payment of any debts all funds and internet content will be turned over to a genealogical or historical non-profit organization.
Section 14.3. Rules of Order. The rules contained in "Robert's Rules of Order" shall govern the WorldGenWeb Project in all cases to which they are applicable, and in which they are not inconsistent with these bylaws or the special rules of the corporation.
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