ORANGE COUNTY JEWISH GENEALOGICAL SOCIETY (OCJGS)

5846 E. Creekside Ave, Suite 26 Orange, California 92869

BY-LAWS
The following By-Laws were adopted for the Orange County Jewish Genealogical Society (OCJGS) at a meeting of the general membership on August 28, 2 !!" ARTICLE 1. NAME AND PURPOSE #ection !$ The %range &ounty 'ewish (enealogical #ociety, also )nown as %&'(#, hereinafter referred to as the #ociety, was organi*ed for educational purposes as a not-for-profit public benefit corporation under the laws of the #tate of &alifornia and under section + !(c)(,) of the -$#$ .nternal /e0enue &ode$ #ection 2$ The #ociety1s principle office is in %range &ounty$ The #ociety2s mailing address is" +834 5$ &ree)side A0e$, #uite 24, %range, &A 62846$ The #ociety1s meetings are held in 0arious locations$ #ection ,$ The Board of 7irectors may change the address of the #ociety2s principle office so long as it remains in %range &ounty$ Any such change shall not be deemed an amendment of these Bylaws$ #ection 3$ The purpose of this organi*ation is to pro0ide a society for persons interested in 'ewish genealogy8 to encourage interest in 'ewish genealogy8 to pro0ide educational genealogical programs8 to de0elop and e9ecute genealogical pro:ects8 to ser0e as a ser0ice and support group for genealogical libraries and historical associations8 and to pro0ide a center for the e9change of genealogical information$ ARTICLE 2. MEMBERSHIP #ection !$ ;embership shall be open to all indi0iduals who are interested in 'ewish family records, family history, genealogy, or local history$ #ection 2$ ;embership shall be classified as follows" a$ b$ c$ d$ e$ .ndi0idual <amily (two persons residing at the same address) #tudent (full time student age 2, or younger) .nstitutional #pecial (as appro0ed by the Board of 7irectors)

#ection ,$ Any member who pays annual dues shall be considered a member of the society$

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#ection 3$ As part of its adoption of an annual budget, the Board of 7irectors shall establish dues for each class of membership for each calendar year$ #hould no specific action be ta)en, the dues structure in effect during the prior year shall continue$ #ection +$ %nly members in good standing ha0e the right to 0ote and hold office$ #ection 4$ A member in good standing is one whose dues are current$ <or continuing members, dues are payable on or before 'anuary !st of each year$ <or new members, dues are payable upon :oining the #ociety$ Any member whose dues are in arrears for three months or more, after due notice from the #ociety, shall be dropped from membership in the #ociety and all rights and pri0ileges granted shall cease$ #ection ?$ Any member may be e9pelled from the #ociety by a two-thirds (2@,) ma:ority 0ote of the Board of 7irectors$ ARTICLE 3. BOARD OF DIRECTORS #ection !$ The #ociety shall be go0erned by a Board of 7irectors elected by its members in good standing$ #ection 2$ The Board of 7irectors shall consist of eight elected members, the most recent past president who agrees to ser0e, and up to two additional members appointed by the =resident with the appro0al of the Board$ #ection ,$ <rom time to time, the Board may ad:ust the number of elected 7irectors, but in no case may there be less than si9 or more than ten elected 7irectors$ #ection 3$ The term of office of elected 7irectors shall be two years$ %ne-half (!@2) of the 7irectors shall be elected each year$ The initial slate of directors shall be di0ided into two groups with the terms of half e9piring 7ecember ,!, 2 !! and the others2 terms e9piring 7ecember ,!, 2 !2$ This di0ision can be done in any way acceptable to the directors$ #ection +$ Aith the appro0al of the Board of 7irectors, the =resident may appoint a member in good standing to fill a 0acancy on the Board of 7irectors$ The term of all appointed Board of 7irectors shall end on 7ecember ,!st of the year appointed$ #ection 4$ Board members are reBuired to attend at least half of the board1s regular meetings each year$ 7irectors unable to attend should notify the =resident whene0er possible far enough in ad0ance so that the meeting may be canceled if a Buorum will not be present$ #ection ?$ A Buorum is necessary to conduct official business at any meeting of the Board of 7irectors$ A Buorum shall be a simple ma:ority of the board1s members$ #ection 8$ 7uring their term of office, each officer or director shall promptly send or gi0e a copy of any correspondence initiated by him or her concerning the #ociety to the =resident$ 7irectors shall turn o0er all properties, materials, records and correspondence pertaining to their respecti0e offices to their successors at the first regular board meeting of the calendar year or within fifteen days after their terms of office e9pire$

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#ection 6$ The Board of 7irectors shall be responsible for all funds, assets and property of the #ociety$ At its discretion, the Board of 7irectors may cause audits to be made of the receipts, disbursements, assets, and liabilities of the #ociety$ #ection ! $ The Board of 7irectors shall arrange for an annual in0entory to be made of all funds, assets and property of the #ociety, assigning 0aluations based on standard methods of depreciation and securing adeBuate insurance to protect and maintain them$ #ection !! A member of the Board of 7irectors may resign at any time by gi0ing written notice to the Board of 7irectors or the =resident$ Any such resignation shall ta)e effect with the appro0al of the resignation by the Board of 7irectors and not more than two wee)s after the receipt in writing of the resignation$ #ection !2$ The Board of 7irectors may declare any electi0e or appointi0e office 0acant for cause as determined by a two-thirds (2@,) 0ote of board members attending a meeting of the Board of 7irectors where this issue is on the announced agenda$ The officer shall be gi0en a reasonable opportunity to e9plain why such action should not be ta)en$ ARTICLE 4. OFFICERS #ection !$ The elected officers of the #ociety shall be a =resident, Cice =resident, /ecording #ecretary, &orresponding #ecretary, and Treasurer$ %fficers shall be elected for one-year terms$ Dis@her term as an officer shall continue until he or she resigns, is remo0ed from office, is otherwise disBualified to ser0e, or until his or her successor is installed, whiche0er comes first$ #ection 2$ All officers of the #ociety shall ser0e as members of the Board of 7irectors$ #ection ,$ The =resident shall be the chief administrati0e officer of the #ociety and shall be responsible for the e9ecution of the #ociety1s policies and programs and the efficient functioning of the #ociety, under the general direction of the Board of 7irectors, the Articles of .ncorporation, the Bylaws, and any applicable #tate Laws and <ederal /egulations$ #ection 3$ The =resident shall con0ene regular meetings of the Board of 7irectors at least once per Buarter and no more freBuently than once per month$ The =resident may call special meetings of the Board of 7irectors and shall call a special meeting on the written reBuest of three members of the Board$ #ection +$ At least se0en days notice shall be gi0en to each Board member of the time, place and purpose of each board meeting$ .f a board meeting is to be canceled, or the date changed, the =resident or his@her designee(s) must ma)e a reasonable effort to notify e0ery board member$ #ection 4$ The =resident shall preside at all meetings of the Board of 7irectors and the general membership$ #ection ?$ At his discretion and with the appro0al of the Board of 7irectors, the =resident may establish committees and appoint committee chairpeople$ These appointees need not be Board members$

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#ection 8$ At his discretion and with the appro0al of the Board of 7irectors, the =resident may appoint an 5ditor of the #ociety1s publications, a =arliamentarian, an Archi0ist, a =ublicity &hair, a Dospitality &hair, and a Aebmaster$ These appointees need not be Board members$ #ection 6$ The =resident is an e9-officio member of all committees, e9cept the Eominating &ommittee$ #ection ! $ The Cice =resident shall ser0e as =resident in the =resident2s absence$ #ection !!$ The /ecording #ecretary shall ha0e charge of all of the records, boo)s, archi0es, seals, papers and corporate records of the #ociety$ De@she shall )eep current, true and correct records and tapes of all of the proceedings of the Board of 7irectors and of all general membership meetings$ Before each meeting of the Board of 7irectors, the /ecording #ecretary shall distribute ;inutes of the prior Board meeting$ Fuarterly, the #ecretary shall prepare a list of significant motions passed by the Board of 7irectors$ This list shall be made a0ailable to the general membership$ #ection !2$ The &orresponding #ecretary shall maintain the master file of all the #ociety2s correspondence$ De@she shall notify the members of the Board of 7irectors in a timely fashion of all Board meetings, notify the general membership of all membership meetings, and, at the direction of the =resident, correspond on behalf of the #ociety$ #ection !,$ The Treasurer shall recei0e all moneys of the #ociety, depositing the same in the name of the #ociety in a one or more federally insured financial institutions as shall be designated by the Board$ De@she shall pay by chec) all bills appro0ed in the budget or by an action of the Board$ &hec)s o0er G!+ shall be signed by the Treasurer and the =resident$ De@she shall prepare and distribute in ad0ance of all Board meetings a consolidated financial and budget report$ De@she shall report regularly to the Board of 7irectors on the status of the #ociety2s assets and property$ #ection !3$ Aith the appro0al of the Board of 7irectors, the =resident may ma)e assignments and reassignments of such duties and functions of the elected and appointed officers as are not set out in these Bylaws$ Any such change shall not be deemed an amendment of these Bylaws$ ARTICLE 5. NOMINATIONS AND ELECTIONS #ection !$ The Eominating &ommittee shall consist of a chairperson and two members$ #ection 2$ By #eptember of each year, the =resident shall appoint as chairperson the most recent a0ailable past =resident of the #ociety$ #hould there be no a0ailable =ast =resident willing to ser0e as chairperson, the =resident shall appoint as chair a member in good standing not currently ser0ing on the Board of 7irectors$ The =resident shall also appoint one board member and one person from the general membership to the Eominating &ommittee$ The Board of 7irectors shall appro0e the members of this committee by 0ote at a regular or special board meeting$ #ection ,$ The Eominating &ommittee shall hold one or more meetings and recommend to the Board of 7irectors a slate of proposed new members of the Board of 7irectors, identifying the offices in which they ha0e agreed to ser0e if elected$ The Eominating &ommittee1s report shall

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be presented at the %ctober board meeting$ The committee1s report shall be published in the announcement for the Eo0ember general meeting$ #ection 3$ Additional nominations to the Board of 7irectors may be made at the Eo0ember general meeting$ Any person nominated must agree to ser0e$ #ection +$ The election of the Board of 7irectors shall be held at the 7ecember general meeting$ The board members elected shall ta)e office on 'anuary lst of the following year$ #ection 4$ %nly members in good standing as of %ctober !st shall participate in nominations and election of the Board of 7irectors$ #ection ?$ A person nominated to the Board of 7irectors must be a member in good standing of the #ociety$ #ection 8$ Eo pro9ies shall be allowed for 0oting at any election$ ARTICLE 6. OPERATIONS AND BUDGET #ection !$ The Board of 7irectors shall be responsible for the control and management of the affairs and funds of the society$ The Board shall cause audits to be made of the #ociety1s receipts, disbursements, assets and liabilities annually and at more freBuent inter0als if deemed necessary$ The Treasurer, in con:unction with the auditor shall prepare a financial report for each fiscal year, including an income statement and a balance sheet with a list of in0estments$ This report shall be distributed to all board members and shall be made a0ailable to noninstitutional members upon reBuest$ #ection 2$ The =resident shall select a Budget &ommittee, including the Treasurer, which shall prepare a proposed budget for the ne9t fiscal year$ The fiscal year shall be the calendar year$ The Board of 7irectors shall appro0e an annual budget$ All e9penditures e9cept those specifically mentioned in the appro0ed budget must ha0e the appro0al of the Board of 7irectors before being incurred$ #ection ,$ The Board of 7irectors is authori*ed to purchase insurance on the #ociety1s personal property and any liability insurance that it deems necessary or con0enient$ The #ecretary shall conduct an annual in0entory of the #ociety1s library and archi0es$ #ection 3$ A summary of significant Board actions shall be published regularly in the #ociety1s official publication$ #ection +$ The #ociety shall hold about ten general meetings a year$ #ection 4$ The rules contained in /obert1s /ules of %rder /e0ised (latest a0ailable edition) shall go0ern the #ociety whene0er they are applicable and not in conflict with these Bylaws or any special rule adopted by the #ociety$ ARTICLE 7. DISSOLUTION

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#ection !$ .n the e0ent of the dissolution of the #ociety, the pro0isions of its Articles of .ncorporation concerning dissolution shall be followed$ ARTICLE . AMENDMENT

#ection !$ These Bylaws may be amended by a two-thirds (2@,) ma:ority 0ote of the members in good standing present and 0oting at any general meeting, pro0ided that notice of the proposed amendments shall ha0e been included in a written notice of the meeting$ #ection 2$ Amendments may be proposed by the Board of 7irectors$ #ection ,$ .n addition, amendments may be proposed by any fi0e members in good standing of the #ociety$ #uch proposed amendments must be submitted to the &orresponding #ecretary in writing, clearly spelling out all suggested deletions, changes and@or additions to these Bylaws$ #ection 3$ The Board of 7irectors shall consider each proposed amendment before its presentation to the general membership$ The board may not modify the wording of an amendment proposed by fi0e members in good standing of the #ociety$ %nly the members who proposed the amendment can change the wording$ Dowe0er, the Board can 0ote for or against the motion$ .f appro0ed by two-thirds (2@,) of the Board of 7irectors, the proposed amendment shall be presented to the general membership at the ne9t regular general membership meeting for which it can be included in the meeting notice$ #ection +$ .f the Board of 7irectors does not appro0e a proposed amendment, the #ecretary shall notify the people who proposed it within fourteen days of the Board2s 0ote$ They may then choose to withdraw it, modify and resubmit it, or resubmit it without change$ #hould no action be ta)en within , days of the notification, the proposed amendment shall be considered withdrawn$ #hould the fi0e (or more) members choose to resubmit the proposed amendment without change, it shall be presented to the general membership at the ne9t regular general membership meeting for which it can be included in the meeting notice$ #hould the person or persons choose to submit a re0ised 0ersion of the proposed amendment, it shall be considered at the ne9t regular meeting of the Board of 7irectors as a new proposal per Article C..., #ection , of these Bylaws$ #ection 4$ The /ecording #ecretary shall pro0ide a copy of the latest edition of these Bylaws to each member of the Board of 7irectors upon ta)ing office$ A copy shall be a0ailable at each Board ;eeting and at each general meeting$ These Bylaws should be posted on the #ociety2s web site and readily accessible by all members$ ARTICLE !. EFFECTI"E DATE OF BYLAWS #ection !$ These Bylaws shall ta)e effect immediately upon their appro0al$ ARTICLE #. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS #ection !$ Aith the appro0al of the Board of 7irectors and within the pro0isions of these ByLaws, persons may be hired to perform ser0ices for the #ociety$ They may be paid reasonable compensation for their ser0ices from the funds, assets and property of the #ociety$

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#ection 2$ Eo member, director, officer, employee, or other person connected with this #ociety, or any pri0ate indi0idual, shall recei0e at any time any of the net earnings or pecuniary profit from the operations of the #ociety$ #ection ,$ Eo such person or persons shall be entitled to share in the distribution of, and shall not recei0e, any of the #ociety1s assets on dissolution of the #ociety$ All members of the #ociety shall be deemed to ha0e e9pressly consented and agreed that, on such dissolution or winding up of the affairs of the #ociety, whether 0oluntarily or in0oluntarily, the assets of the #ociety, after all debts ha0e been satisfied, then remaining in the hands of the Board of 7irectors, shall be distributed as reBuired by the Articles of .ncorporation of this #ociety and not otherwise$ CERTIFICATE . hereby certify that . am the duly elected and acting =resident of said #ociety and that the foregoing Bylaws, comprising se0en pages, constitute the Bylaws of said #ociety as duly adopted at the meeting of the general membership held on August 28, 2 !!$ #igned by HHHHHHHHHHHHHHHHHHHHHHH, =resident, %&'(# <ran) #tern HHHHHHHHHHHHHHHH 7ate

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