Bylaws of
The USGenWeb Census Project
A Michigan Nonprofit Public Benefit Corporation

Pursuant to the provisions of its Articles of Incorporation and the Michigan Nonprofit Corporation Act 162, Public Acts of 1982, these initial Bylaws of the USGenWeb Census Project, an Internet-based Michigan nonprofit public benefit corporation with members, were adopted by its directors on January 8, 2001.

Adopted 8 January 2001
as Amended 11 March 2010

Article I. Construction, Applications,
and Definitions
Article VII. Board of Directors
Article VIII. Officers
Article II. Non-Discrimination Article IX. The USGenWeb Census Project
Article III. Offices Article X. Amendments
Article IV. Volunteers Article XI. Dissolution
Article V. Members Article XII. Rules of Order
Article VI. Membership Meetings Article XIII. Final Authority

ARTICLE I. CONSTRUCTION, APPLICATIONS AND DEFINITIONS.

Section 1. General. The USGenWeb Census Project (hereinafter the "Census Project") is an Internet-based Michigan nonprofit public benefit corporation, and excepting where otherwise required by law, context or the special needs and requirements of an Internet-based organization, the general provisions, construction, applications and definitions of the Michigan Nonprofit Corporation Act 162, Public Acts of 1982 (hereinafter the "Act") shall govern the construction, applications and definitions of these Bylaws.

Section 2. Special Needs and Requirements. For the purposes of these Bylaws, and in accordance with its Articles and Section 450.2103 of the Act, in order to meet the special needs and requirements of an Internet-based organization, most of whose affairs must be conducted by electronic means, the definitions of the following words and terms, except where specifically designated otherwise, shall also include:

Mail: electronic mail (hereinafter "email")

Mailing address: email address

Meeting: at or on designated electronic communication devices, including but not limited to: email lists, Internet relay chats, teleconferences and videoconferences.

Notice: email

Publication: posted to designated email lists, message boards or web sites.

Posted: to mean information pertaining to the Census Project which will be available for review and/or download from US-Census.Org

Written or "in writing:" email

Postal Mail: transferred through U.S. Postal Service or any other courier system

Plurality: In an election a candidate has a plurality when s(he) has a larger number of votes than another candidate.

ARTICLE II. NON-DISCRIMINATION.

The USGenWeb Census Project is an equal opportunity organization. Discrimination for race, color, religion, sex, national origin, age, marital status, disability or sexual orientation is prohibited.


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ARTICLE III. OFFICES.

Section 1. Registered Office. The registered office of the Census Project shall be the address of its Michigan Resident Agent.

Section 2. Regional Offices. The regional offices of the Census Project shall be the Office of the President, the Office of the Vice-President, the Office of the Secretary, the office of the Treasurer, and the Office of the Membership Secretary as designated by each.

Section 3. Virtual Office. The virtual office of the Census Project shall be its Internet domain, US-Census.Org.

Section 4. Other Offices. The Census Project may have other offices at such place or places, within or outside the State of Michigan, as the Board of Directors may determine from time to time are required or desirable.


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ARTICLE IV. VOLUNTEERS.

Census Project Volunteers, for the purposes of the Act, Articles of Incorporation (hereinafter "Articles") and these Bylaws, are defined as Transcribers, Proofreaders, State Coordinators, Assistant State Coordinators, Liaisons, File Managers, Team Leaders, and Technical Specialists. While no Volunteer position shall be more important than any other, the Transcriber position is acknowledged as central to the Census Project.

Section 1. Selection and Term. All positions other than Transcriber, Proofreader, Assistant State Coordinator, and Team Leader shall be Board-appointed. Assistant State Coordinators and Team Leaders shall be appointed by their respective State Coordinators with the advice and consent of the Board. There shall be one State Coordinator (SC) per state and, if needed, one Assistant State Coordinator (ASC) per state. Additional Assistant State Coordinators may be assigned using a ratio of 1 additional Assistant State Coordinator per additional 25 counties or segment thereof being actively transcribed. Recommendations for all Assistant State Coordinators shall be subject to Board approval. Transcribers and Proofreaders shall be given preferential treatment for all vacant positions and training programs for which they are qualified. All Volunteer positions other than Transcribers and Proofreaders shall be one-year terms. The terms of those currently holding appointed positions shall expire at the first annual meeting. Failure to re-appoint shall be considered an automatic re-appointment.

Section 2. New Positions. The Board shall have the authority to create and fill additional appointed positions. The voting membership shall have the right to override any such positions and appointments by a two-thirds (2/3) vote of those voting with at least 50% of the entire voting membership present at the meeting.

Section 3. Agreement. All appointed or elected Volunteers shall be required to submit an electronic agreement to abide by the Act, Articles, Bylaws and all established and posted policies and procedures, including that all graphics and web pages designed, developed, or maintained for the Census Project by said Volunteers shall be the property of the Census Project.

Section 4. Vacancies. Vacancies because of death, resignation, removal, disqualification, or unavailability for a period of more than thirty (30) days shall be filled in the same manner as prescribed herein, provided that vacancies shall be filled as they occur.

Section 5. Removal. An appointed position shall not be removed mid-term except by a majority Board vote. Any appointed volunteer who has been removed by the Board shall have the right to appeal to the voting membership. A two-thirds (2/3) majority vote of members voting with at least 50% of the voting membership present at the meeting shall be required to reverse a Board removal.


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ARTICLE V. MEMBERS.

Section 1. Eligibility. Only Volunteers shall be eligible for membership. 

Section 2. Fees, dues and assessments. There shall be no membership fees, dues or assessments.

Section 3. Transfer and Termination. Memberships shall not be transferable and can be terminated only by death, resignation, expulsion or expiration of term.

Section 4. Terms of Membership. All memberships shall automatically be renewed annually provided the member is eligible as of the date of renewal in accordance with this Article and Article IV, Volunteers.

Section 5. Membership Classes. There shall be two classes of membership, Voting and Non-voting:

    1. Non-voting Members. Eligibility for a Non-voting Membership shall be limited to:
      Transcribers and Proofreaders who have completed an assignment for inclusion in the US-Census.org research repository, Team Leaders, and Honorary Census Project Members.
       
      1. Non-voting members shall not be entitled to vote except where specifically designated elsewhere in these Bylaws.
         
    2. Voting Members. Eligibility for a Voting Membership shall be limited to:
      Census Project Coordinator, Assistant Census Project Coordinators, Census Assignment State Coordinators, Census Assignment Assistant State Coordinators, Liaisons, Public Affairs Coordinator, File Managers, and Technical Specialists not classified as Honorary Members.
       
      1. Voting is contingent upon having completed at least one census transcription or proofreading assignment for inclusion in the US-Census.org research repository.
         
      2. Each Voting Member shall be entitled to only one (1) vote on each matter submitted to a membership vote regardless of how many Census Project positions or titles she/he may hold.

Section 6. Member in good standing is defined as a member who complies with the Act, Articles, these Bylaws and all established and posted Census Project policies and procedures. Failure to be a member in good standing is grounds for expulsion.

Section 7. Termination and Expulsion.

    1. Voluntary Termination. A member voluntarily terminates his/her membership by requesting and subsequently causing the removal of his/her transcription(s) from the US-Census.org research repository.
       
    2. Involuntary Expulsion. A member may be involuntarily expelled for the following reasons only:
    1. Conviction in a recognized judicial system for any violation of criminal or civil law related to the Census Project, its activities and/or its operations. Expulsion in this case is automatic and may not be appealed.
       
    2. Failure to be a member in good standing as defined in Article 5, Section 6 of these Bylaws. Expulsion in this case must occur in the following manner:

    3.  
      1. An expulsion motion must be initiated by a resolution of the voting membership passed at a Special Membership meeting, hereinafter referred to as 'special resolution for expulsion.'
         
      2. A brief statement of the reason(s) for the proposed expulsion shall accompany the notice of special resolution for expulsion sent to the subject person.
         
      3. The subject person of the proposed resolution for expulsion shall have an opportunity to be heard at the general meeting before the special resolution is put to a vote.
         
      4. After all statements surrounding the proposed special resolution for expulsion have been heard and discussed, a majority vote of the voting membership supporting expulsion must be acquired before the subject member is involuntarily expelled from the Census Project.

Section 8. Honorary Members. The Board may grant honorary memberships to individuals who do not otherwise qualify, but are deemed worthy of inclusion. Honorary memberships shall have no term, nor include any membership rights other than the right to the use of the full title.


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ARTICLE VI. MEMBERSHIP MEETINGS

Section 1. Meeting location. Meetings can be held within or without the state of Michigan. Except in the event of an emergency as designated by the Board, all Membership meetings shall be conducted by one of the following methods:

  1. Internet-based electronic communications device that permits real-time conferencing, provided that the names of all those participating in the meeting can be known or divulged to all participants;
     
  2. mIRC or similar type chat program provided that during roll call of the meeting each individual types in (their chat-room nick) aka (their name), example runt aka April Smith; or,
     
  3. Email providing enough time for feedback of the Board or Board designated committee members is given prior to holding a vote.

Section 2. Meeting notice. Notice of all Membership Meetings shall be given by email and by publication on a designated web page and mail list to each member of record entitled to vote. Each such notice shall state the location, day and hour at which the meeting is to be held and shall state briefly the purpose or purposes thereof. Notice of Annual Meetings shall be given not less than ten (10) nor more than thirty (30) days before the date of the meeting. Notice of Special Meetings shall be given not less than three (3) nor more than ten (10) days before the date of the meeting.

Section 3. Members of record. For the purposes of these Bylaws:

  1. Members of record entitled to vote at a meeting, other than for Board of Directors, shall be:
     
    1. Members who were entitled to a vote the day prior to notice having been given, or

    2. If no notice has been given, members entitled to vote the day prior to the meeting.
     
  2. Members of record entitled to vote for Board of Directors shall be members who were entitled to vote the first day of nominations for the Board of Directors.

Section 4. Annual Meetings. A membership meeting shall be held annually in the month of June for the purpose of electing directors. The Annual Membership Meeting shall be held in such fashion, at such time and place, and on such date as the directors determine.

Section 5. Special Meetings. Special membership meetings may be called by the Board at any time, or by the members upon application of not less than ten percent (10%) of all those entitled to vote at a meeting for the transaction of the designated purpose of the meeting, the date, time and location to be designated by the Board.

Section 6. Action without Notice. Any action required or permitted by the Act to be taken at a meeting of members may be taken without a meeting, without prior notice and without a vote, if all members entitled to vote thereon consent thereto in writing.

Section 7. Quorum. Except as otherwise provided by the Act, Articles or these Bylaws, the members entitled to cast a majority of the votes at a meeting shall constitute a quorum at said meeting. The members present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.

Section 8. Voting.

  1. General Voting
     
    1. Each qualified member is entitled to one (1) vote on each matter submitted to a vote. A vote may be cast either orally or in writing, unless otherwise provided in these Bylaws.
       
    2. When an action, other than the election of directors, is to be taken by vote of the members, it shall be authorized by a 70% majority of the votes cast by the members entitled to vote thereon, unless otherwise provided in these Bylaws.
       
  2. Election of Directors. Election procedures shall be fair and impartial and determined by the Board and shall not be inconsistent with the Act, Articles and these Bylaws. The election of directors shall be by a plurality of the votes cast.
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ARTICLE VII. BOARD OF DIRECTORS.

Section 1. Powers. Subject to limitations of the Act, the Articles and these Bylaws, the activities and affairs of the Census Project shall be conducted and all Census Project powers shall be exercised by or under the direction of the Board of Directors. Without prejudice to the Board's general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

  1. To select and remove all the other officers, agents, and employees of the Census Project, prescribe qualifications, powers, and duties for them as may not be inconsistent with the Act, the Articles, or these Bylaws.
     
  2. To conduct, manage, and govern the affairs and activities of the Census Project and to make such rules and regulations therefore not inconsistent with the Act, the Articles, or these Bylaws, as they may deem best.
     
  3. To adopt, make, and use a corporate seal and/or logo and to alter its form from time to time as the Board may deem best.
     
  4. To seek and apply for grants pertaining to historical or genealogical research and raise funds for such research.

Section 2. Number. The authorized number of directors shall be at least three (3) and no more than seven (7), always maintaining an odd number.

Section 3. Eligibility. All directors must be members in good standing according to these Bylaws at the time of nomination and election.

Section 4. Selection and Term. Directors shall be elected by plurality of member votes cast, and hold office until the succeeding Annual Membership Meeting and until their successors have been elected and qualified, or until resignation or removal. Elected term shall be from July 1st to June 30th of the following year. Nothing herein contained shall be construed to prevent the election of a Director to succeed himself or serve successive terms.

Section 5. Resignations.  A director may resign by written notice to any member of the Board of Directors. The resignation shall be effective upon its receipt by any member of the Board or a subsequent time as set forth in the notice of resignation. Resignation may be rescinded within 7 days of the date of the resignation.

Section 6. Recall and Removal. Members entitled to vote at an election of directors may remove any director. Recall and removal of a director must occur in the following manner:

  1. Thirty percent (30% of the voting membership may petition the Board and cause a removal ballot to be taken on any director.
     
  2. The subject director of the proposed removal shall have an opportunity to be heard at the Special Meeting before the removal is put to a vote.
     
  3. After all statements surrounding the proposed resolution have been heard and discussed, a simple majority vote (50% plus one) of the entire voting membership supporting removal must be acquired before the subject director is removed from office.
     
  4. A failed removal may not be reinitiated against the subject director for a period of six months.

      Section 7. Vacancies. Vacancies because of death, resignation, removal, disqualification, or unavailability for a period of more than thirty (30) days, shall be filled in the same manner as prescribed herein for regular elections, provided that vacancies shall be filled as they occur. Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been elected and qualified, or until resignation or removal.

      Section 8. Meeting location. Meetings of the Board or of Board designated committees can be held within or without the state of Michigan. Except in the event of an emergency as designated by the Board, all Board meetings  shall be conducted by one of the following methods:

      1. Internet-based electronic communications device that permits real-time conferencing, provided that the names of all those participating in the meeting can be known or divulged to all participants;
         
      2. mIRC or similar type chat program provided that during roll call of the meeting each individual types in (their chat-room nick) aka (their name), example runt aka April Smith; or,
         
      3. Email providing enough time for feedback of the Board or Board designated committee members is given prior to holding a vote.

      Section 9. Meeting Notices. Notices of both regular and special meetings shall state the purpose, location, date, and time of the meeting.

      1. Regular meetings shall require at least three (3), and no more than ten (10) days' notice, with the exception of meetings that are continued and considered as still in session. The continuation date of a meeting still in session shall be stated, agreed to, and acknowledged by all members present.
         
      2. Special Meetings may be called by any three (3) Board members at any time and shall require immediate notification of all Board members by email, phone, or any other means of communication available. The notification of Board members will be the responsibility of the Secretary. If, in the event that the Secretary can not be contacted for the Special meeting, the notification responsibility then rests with the President. To conduct business at any Special meeting, a quorum of Board members must be present.

      Section 10. Acting Secretary. In the absence of the Secretary from a meeting, the Chair shall appoint another Director as Acting-Secretary for that meeting only.

      Section 11. Quorum. A majority of the members of the Board then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business except in the case of Special Board meetings, which require five members present for a quorum to exist. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the Board or of the committee, except where otherwise required by the Act, Articles or these Bylaws.

      Section 12. Action without meeting. A Board or committee meeting is not required to endorse any action required by or undertaken in the name of the Census Project, if said action has previously been unanimously approved by the Board or committee. The approval must be attested to by email response by all members of the Board or committee. In the event of any action undertaken which has not been pre-approved, approval must be conveyed by an email written statement indicating unanimous support of the Board or committee. Failure of the Board or committee to unanimously approve the action will render the action undertaken null and void. The consent shall have the same effect as a vote of the Board or committee for all purposes and shall be filed with the minutes of the proceedings of the Board or committee.

      Section 13. Contracts and/or Agreements. All contracts or agreements, with any other person and/or real or virtual organization, corporation, or business shall require a majority vote of the full Board of directors. Only with prior approval of the Board may the President or a Board appointed representative of the Census Project negotiate, enter into, and/or sign such contracts or agreements. No oral agreements will be recognized. Electronic signatures will not be recognized. All Census Project agreements or contracts must be tangible, dated, signed with handwritten signatures by all parties concerned, and transferred through U. S. Postal service or any other express courier system with tracking availability. A scanned image of the document is to be posted on US-Census.org with the original document remaining at the registered office of the Census Project. Any attempt to enforce a contract or agreement, either verbal or written, without the required majority vote of the full Board of Directors will be void.

      Section 14. Committees. For any instances not specifically covered by other articles, the Board may create a replacement pool of individuals to act as replacements for any absent or disqualified member of any committee. This pool will consist of two (2) or more directors, with one (1) director acting as an alternate. In the absence or disqualification of a committee member, the remaining qualified members present at a meeting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act in place of the absent or disqualified member during that meeting. The Board-created pool and Board-appointed committee members shall serve at the pleasure of the Board.

      To the extent provided in the committee's charter received from the Board, a committee may exercise any or all powers and authority of the Board in the management of the business and affairs of the Census Project except that the committee shall not have the power or authority to:

      1. Amend the articles of incorporation
         
      2. Adopt an agreement of merger or consolidation
         
      3. Recommend to members the sale, lease, or exchange of all or substantially all of the Census Project's property and assets.
         
      4. Recommend to members a dissolution of the Census Project or a revocation of a dissolution
         
      5. Amend the Bylaws of the Census Project
         
      6. Fill vacancies in the Board
         
      7. Fix compensation of the directors for serving on the Board or on a committee
         
      8. Terminate memberships
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      ARTICLE VIII. OFFICERS.

      Section 1. Officers. The officers of the Census Project shall be a President, Vice President, Secretary, Treasurer, and Membership Secretary. The Census Project may also have, at the discretion of the Board, such other officers as may be prescribed by the Bylaws or determined by the Board. If a new officer position is determined to be necessary by the Board, the Board will appoint the person to hold that position for the remaining term of office in accordance with ARTICLE VIII, Section 3.

      Section 2. Duties. An officer has such authority and shall perform such duties in the management of the Census Project as may be provided in the Bylaws, or as may be determined by resolution of the Board not inconsistent with these Bylaws.

      Section 3. Election and Term of Office. The Officers of the Census Project shall be elected by the Board of Directors from within the Board of Directors and shall hold office one (1) year or until his or her resignation, removal, or other disqualification from service, or until his or her respective successor shall be elected or appointed.

      Section 4. Resignations. An officer may resign by written notice to the Census Project, sent to the Board, the President, or the Membership Secretary. The resignation is effective upon its receipt by the addressee or at a subsequent time specified in the notice of resignation. Resignation may be rescinded within 7 days of the date of the resignation.

      Section 5. Removal. An Officer elected or appointed by the Board may be removed by the Board with or without cause. Removal of an officer must occur in the following manner:

      1. A removal petition shall be submitted to the Board by three/sevenths (3/7) of the Board Members.
         
      2. No less than two (2) weeks nor more than four (4) weeks after the charge, the Board must convene in a special meeting for consideration of the charges.
         
      3. The subject Officer of the proposed removal shall have an opportunity to be heard at the Special Meeting before the removal is put to a vote.
         
      4. Removal of the Officer shall occur upon a two-thirds (2/3) majority vote of the entire Board supporting removal.

      Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, unavailability or any other cause, shall be filled in the manner prescribed in these Bylaws for regular election or appointment to the office, provided that vacancies shall be filled as they occur and not on an annual basis.

      Section 7. President. The President shall preside at all meetings of the Board. The President shall be the Census Project's Internet presence and will also perform other duties and exercise other powers as delegated by the Board. The President shall release public statements as agreed upon by the Board of Directors.

      Section 8. Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President will also perform other duties and exercise other powers as delegated by the Board.

      Section 9. Secretary. The Secretary  shall keep or cause to be kept, at the Office of the Secretary/Treasurer and on US-Census.Org a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given of the meeting, the names of those present at Board and committee meetings, and the proceedings of the meetings.

      The Secretary shall keep, or cause to be kept, at the registered office the original or a copy of the Census Project's Articles and Bylaws, as amended to date.

      The Secretary shall give, or cause to be given, notice of all meetings of the Board, any committees of the Board required by these Bylaws, or by law to be given, shall keep the seal of the Census Project in safe custody, and shall have other powers and perform such other duties as prescribed by the Board, including, but not limited to, the annual report required to be filed with the state administrator of nonprofit corporations by October 1 of each year, other than the first year as designated in the Act.

      Section 10. Treasurer.  The Treasurer is the chief financial officer of the Census Project and shall:

      1. Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Census Project. The books of account shall at all times be open to inspection by any director.
         
      2. Deposit all moneys and other valuables in the name and to the credit of the Census Project with depositories designated by the Board. The Treasurer shall disburse the funds of the Census Project as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Census Project, and shall have other powers and perform other duties as prescribed by the Board.
         
      3. Prepare and distribute an annual financial report for the preceding fiscal year at the annual membership meeting, which shall include the Census Project's year-end statement of assets and liabilities, including trust funds, and principal changes in assets and liabilities during the year preceding the date of the report, and its source and application of funds and other such information as may be required by the Act.

      11. Membership Secretary. The Membership Secretary shall keep, or cause to be kept, at the Office of the Membership Secretary records containing the names and email addresses of all members, the class or classes of membership held by each member and the dates when they respectively became members as designated in the Act.

      The Membership Secretary shall make and certify a complete list of the members entitled to vote at a members' meeting or any adjournment thereof. The list shall:

      1. Be arranged alphabetically with the last known e-mail address provided by each member.
         
      2. Be produced at the time and place of the meeting.
         
      3. Be subject to inspection by any member during the whole time of the meeting.
         
      4. Be prima facie evidence as to who are the members entitled to examine the list or to vote at the meeting.

       
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      ARTICLE IX. The USGenWeb Census Project.

      Section 1. Affiliations.  

      1. The Census Project may remain affiliated with the USGenWeb Project provided that the USGenWeb Project meets and supports the goals and standards set forth in the Census Project Articles of Incorporation, Policies and Procedures, and Bylaws, and to the extent not inconsistent with the Act, Articles and these Bylaws. If the Census Project can no longer support the direction and/or actions of The USGenWeb Project, a change in affiliation or a change to independent status is hereby allowed. There shall be a discussion period with a set time and manner, determined by the Board, for gathering thoughts and ideas from the membership. The voting membership will then vote whether or not to change affiliations. A two-thirds (2/3) majority vote of members voting with at least 50% of the voting membership present at the meeting shall be required to change affiliation.
         
      2. The voting membership of the USGenWeb Census Project will maintain the right to determine the Doing Business As (DBA) name of the corporation. A two-thirds (2/3) majority vote of members voting with at least 50% of the voting membership present at the meeting shall be required to change the DBA name.

      Section 2. Bylaws. The Census Project shall comply with the USGenWeb Project Bylaws, guidelines and standards to the extent not inconsistent with the Act, Articles and these Bylaws, for as long as the two Projects remain affiliated.

      Section 3. Census Project Coordinator. The USGenWeb Census Project Coordinator shall have a one-year term as mandated by the Bylaws of The USGenWeb Census Project. The USGenWeb Census Project Coordinator is responsible for overseeing the day to day operation of the Census Project and long range Census Project planning and goals, and ensures the efficient operation of the Census Project as a whole. The Board of Directors must approve all operating policies and procedures.

      Section 4. Recall and Removal. A USGenWeb Census Project Coordinator may be removed, with or without cause, by majority vote of the voting membership. Recall may be initiated upon application of not less than ten percent (10%) of members entitled to vote. Upon said recall, a replacement will be appointed by the Census Project Board to serve until the next regularly scheduled election.


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      ARTICLE X. AMENDMENTS.

      In accordance with the Act, Articles and these Bylaws, the Bylaws shall be amended or repealed, or new Bylaws adopted only by:

      1. Voting members. Sponsorship of an amendment by a voting member shall be sent to any Officer.

        1. Passage of a Voting member's amendment shall be by a 2/3 vote of the members entitled to vote thereon.

        2. Amendments sponsored/adopted by the voting members shall not be amended or repealed by the Board.
         
      2. Board members. A majority vote of the Board members then in office.

      Except that if any proposed amended, repealed or new Bylaw(s) affects membership classification, non-voting members shall also be entitled to one (1) vote each on applicable proposed Bylaw(s).

      ARTICLE XI DISSOLUTION

      The Census Project may be dissolved only in accordance with the Act, Articles and these Bylaws, by a majority vote of the members entitled to vote thereon.

      ARTICLE XII. RULES OF ORDER.

      In all cases to which they are applicable, and in which they are not inconsistent with the Act, Articles, these Bylaws or established policies and procedures, the Census Project may use accepted parliamentary procedures to conduct any meeting, the source/edition thereof to be determined by the Board and adapted by the Board to meet the needs of an Internet-based organization.


      ARTICLE XIII - FINAL AUTHORITY.

      Final authority as to the interpretation or intent of these Bylaws, operating procedures, policies or guidelines of the Census Project shall rest with the Board of Directors.

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