Article I: Establishment The Eaton Families Association (the Association, formerly known as The Eaton Family Association) was (re)established as a voluntary not-for-profit organization on November 9, 2001 by the Association’s acting Vice President/Secretary-Treasurer as recorded by the Minnesota Secretary of the State, St. Paul. A bank account for the deposit of Association funds was established that date at Wells Fargo Bank, Arden Hills, Minnesota. It was the intention of the founding ad hoc Planning Committee, also constituted as acting Officers and Executive Committee, to register the Association with the U.S. Internal Revenue Service as a 501-(C)(7), tax-exempt, not-for-profit Corporation. The address of the Association, is: c/o Donald G. EatonThe ad hoc Planning Committee, or Incorporators, consisted of the following persons, all named Eaton or of Eaton descent: Shelly Bremmer of East Boston, Massachusetts, USA,(acting)Executive Committee member; Joe Cochoit of Villa Park, California, USA, (acting)Family Genealogist; Donald G. (Don) Eaton of Arden Hills, Minnesota, USA, (acting) Vice President/Secretary-Treasurer; Leroy Eaton of Terre Haute, Indiana, USA, (acting) Executive Committee member; Albert Raymond (Ray) Eaton of Poway, California USA, (acting) First Vice President; Richard S. (Rick) Eaton of Guilford, Connecticut, USA (acting) President; Terri Sue Eaton of Coshocton, Ohio, USA, (acting) Vice President/Archivist; Barbara Fitzsenry of Burien, Washington, USA, (acting) Vice President/Web Editor; and Vern Kask of Brainerd, Minnesota, (acting) Executive Committee member.It was anticipated that Membership in the Association would become effective January 1, 2002, work on its reconstitution having commenced in earnest during the prior year. It was anticipated that permanent Officers and Executive Committee members, nominated and serving as Incorporators, but not voted on by the Membership, would be elected at the Association’s first Annual Meeting, to be held on Saturday the 21st of September, 2002; and that the above named acting Officers and Executive Committee members would govern the association until elections. These By Laws, adopted by the Incorporators by a vote conducted November 18, 2001, shall be presented to the Membership for ratification at the first Annual Meeting. Article II: Purposes The purposes of the Eaton Families Association are:
Article III: Officers The Officers of the Association shall be a President, First Vice President, Vice President/Archivist, Vice President/Web Editor, Vice President/Secretary-Treasurer, and Family Genealogist. They shall be elected biennially at the Annual Meeting of the Association, commencing with the first Annual Meeting in September 2002. Their terms shall be two years and they shall serve until replaced. All officers shall be members of the Executive Committee. Officers shall not receive any compensation for their service, except as permitted elsewhere in these By Laws. The First Vice President shall succeed the President. In the event of the First Vice President’s inability or unwillingness to serve, the Executive Committee may appoint a president for the un-expired term In the event of a vacancy in any office, except as set forth for President, the Executive Committee shall fill the vacancy until the next election. Officers may succeed themselves. The President shall be responsible for the overall operation of the Association and its activities. He(She) shall chair the Executive Committee and preside over the Annual and Special meetings. He(She) shall serve as a co-signator on the accounts of the Association and, with the Vice President/Secretary-Treasurer, to any Agreements or Contracts into which the Association may enter. The President shall approve all financial disbursements in excess of $500.All officers shall report to the Executive Committee. Until the first election of Officers in September 2002, acting Officers shall fulfill the duties of the Officers. Any officer may appoint an assistant to aid him/her in his/her duties. The Assistant, unless already a voting member of the Executive Committee, shall serve as a non-voting member of it. Article IV: Executive Committee The Executive Committee shall be composed of the Officers and other Members appointed by the President. However, at no time, shall the number of Executive Committee exceed twelve (12) voting members. The President shall appoint non-officer members of the Executive Committee. The Executive Committee, by a majority vote (50% plus one) may terminate any Officer or Executive Committee Member shown to be in violation of the Rules & Regulations of the Association or to have, by his or her conduct, brought discredit to Eaton Families, related families or to the Association. In the event of termination of an Officer, the Executive Committee shall, through its presiding Officer, call a Special Election to fill the vacancy within 60 days or at the Annual meeting, which ever is first. The Executive Committee shall act to fill any Officer’s seat for the unexpired term. Said officer shall serve until replaced by election. The Executive Committee shall vote to approve or reject financial transactions requiring funding in amounts exceeding $500. The President, or presiding Officer, in addition to his/her own vote, shall vote to break any tie in a vote taken by the Executive Committee. The Executive Committee may appoint Sub-committees, and Chairs thereof, as it deems necessary to conduct the affairs of the Association. Non-Liability of Officers and Executive Committee Members: Neither Officers nor members of the Executive Committee shall be liable for the debts or other liabilities of the Association. They shall be indemnified by the Association, to the fullest extent possible under the laws of the State in which the Association is incorporated and of any country in which it operates and/or Members reside Article V: Membership Membership in The Eaton Families Association shall be open to any individual, anywhere in the world, who is interested in Eaton and related families and their genealogical background; related history, archaeology and heraldry; and family culture. Members need not bear the surname, Eaton (or its variants). A Member in good standing is one who has completed a Membership Application (available effective January 1, 2001 at http://www.eatongenealogy.com), who has remitted an Initiation Fee and whose Annual Dues are paid in full. Initiation Fee: A one-time Initiation Fee is payable by each prospective member at time of application. It is non-refundable. The amount of the Initiation Fee shall be established by the Executive Committee. Initiation Fees shall support the web site and archives and, as possible, research and acquisitions of family-related reference materials. Membership Categories: Membership Categories shall include Annual Members, including Charter Members; Student Members, Professional Members and Members Emeritus. The Executive Committee may, in the future, create other Membership categories it deems appropriate. All categories are for single, or individual, Members. Membership Year: The Membership Year for each new Member will commence on the first day of the month following that in which the Member has submitted his/her application, initiation fee and first annual dues payment, and will run for 12 consecutive calender months. Membership Renewal will commence on each subsequent anniversary. Annual Member: An Annual Member (Member) is a person who has paid both an Initiation Fee and Annual Dues (see Annual Dues Payment). All members are Annual Members, regardless of other categories in which they are enrolled. Charter Member: A Charter Member is an Annual Member who paid his/her Initiation Fee and Annual Dues (for the Membership year 2002) on or before July 1, 2002. Professional Member: A Professional Member is a person engaging in genealogical or related work for hire and/or who receives payment for work related use of the Association, its records, Archives or posted information. A Professional Member may join, upon making Application, declaring himself/herself a professional and paying both the Initiation Fee and Annual Dues as set by the Executive Committee for a Professional Member. No person shall engage in the professional sale or resale of information that is owned, held or published by the Association or its members without becoming a Professional Member. No Professional or other Member may sell or make commercial use of the information or materials owned by the Association without prior written approval by the Executive Committee. Any person found to engage in such activity, without having joined as a Professional Member, shall be dismissed from membership and denied access to the Associations web site, mailing lists and any other information possessed by the Association. [No stipulation in this section is intended to prohibit Members from privately and casually reproducing or publishing and distributing (among friends and family) the information and material of the Association, except when such an activity is a venture intended to generate revenue, and then it is prohibited unless permission for its use is granted. The clear intent of the Association is that its holdings shall be open and useful to all Members, but are not available for business purposes other than those approved by the Association and those as set forth for Professional Members. Members wishing to engage in a commercial or for-profit venture using the holdings of the Association, may seek approval by making written application to the Executive Committee. The Executive Committee may, or may not, charge a fee for the use of its holdings.] Student Member: A Student Member is any person age 23 or younger enrolled full-time in a college or university, or elementary, middle or secondary school. No Initiation Fee shall be charged to a Student Member. Annual Dues for Student Members, will be set by the Executive Committee. A student may apply for Membership at any time during the calendar year. Any Member may, on behalf of a Student, apply and pay Dues for Membership of the Student and enroll him/her in the Association Member Emeritus: Upon the notice of a Member age 75 or more and of two or more years tenure, or upon notice by a member of his/her family, the Member shall become a Member Emeritus and honored as a most esteemed member of the Association. No member Emeritus shall be obligated to pay Annual or other Dues and shall be entitled to all of the rights and benefits available to any other Annual Member Gifts of Membership: A Member may present a gift of membership to another person. However, an application prepared on behalf of the gift recipient must be completed to the best of the Member/donor’s ability and submitted along with the Initiation Fee and applicable Dues Dues Payment: Except for Members Emeritus, for whom there is no such requirement, Dues are payable upon Application. The 1st month following their enrollment will hereafter be known as their Anniversary Date. Members joining the Association for the Membership Year commencing July 1, 2002 shall pay Dues, plus the Initiation Fee as set by the Executive Committee, by July 1, 2002. For the 2003 Membership Year and thereafter, Renewal Dues are due upon the Anniversary Date of their enrollment. A surcharge of $5 shall be paid by any Member paying Dues after the 15th of the month in which their Anniversary Date has been established. Establishment of Dues and Fees: The Executive Committee shall establish the amount of Dues and the Initiation Fee. Membership Rights and Benefits: All members are entitled to the Rights, Benefits and Privileges of the Association that are common to all Membership Categories. These include, but are not limited to: password-protected access to the Association’s web site (http://www.eatongenealogy.com), the right to exchange messages in the private Association chat room and to post messages to the Bulletin Board. So long as the Association is able, Members shall receive The ”New” Etonian, an electronic newsletter published periodically by the Association, and shall receive the published works or produced goods of the Association, which may be made available to members at no cost. Members shall be entitled to purchase publications or goods at the price established by the Association, if any. In the event publications or goods are made available for sale to the public, Members (when practicable) shall be entitled to a Member Discount. Members also may submit to the Archivist, Editor of The "New" Etonian or Web Editor, such family related material for placement on the web site, and/or in its Archives, for reproduction in the newsletter or other publications of the Association. The Archivist or Editors may reject material deemed inappropriate for the web site. However, the Archivist/Editors may not reject certain genealogical material, such as pedigrees or gedcoms, because they do not agree with the facts or data contained therein. The Archivist/Editors, however, must (if they have knowledge of any inaccuracy in material to be exhibited or published) notify the presenter or donor of material and provide suitable notation in publications or on the web site. In the event a Member believes material has been unfairly or improperly labeled or rejected, he(she) may appeal to the Executive Committee for reversal of the rejection. The Executive Committee shall vote to uphold or reject the appeal within 30 days of date of receipt. There shall be no appeal of a vote by the Executive Committee. Membership Responsibilities: In addition to maintaining currency with regard to payment of Dues, Members shall abide by the Rules & Regulations of the Association. Failure to do so can result in suspension or termination of Membership by act of the Executive Committee. Right to Vote: All members shall have the right to one vote at the Association’s Annual Meeting and at Special Meetings of the Association. Right of Petition: Members may petition the President to call a Special meeting or to appeal a decision of the Executive Committee, except as stipulated above. The President (as applicable) must call a Special Meeting or take up the appeal to the Executive Committee within 30 days of receipt of a petition certified by the Secretary-Treasurer to bear the names of at least 20 Members in good standing. The petition may be transmitted to the Executive Committee by e-mail, fax, U.S. mail or courier service to the Secretary-Treasurer at the above address. Article VI: Administration The Association shall be administered by its Officers, with the advice and consent of the Executive Committee or, when applicable, according to the dictates of Members as expressed by voting at Association’s Meetings. Annual Meetings: The Association shall hold annual meetings of its members. These meetings can be held over the internet, via The Association’s chat room, and shall be conducted according to Roberts Rules of Order. Generation and Use of Funds: The Association may fund itself through its Initiation Fee, Dues, gifts and other ways and means. The Initiation Fee shall be applied first to the development and first year’s maintenance of the web site. Operations of the Association not funded by Initiation Fee shall be funded by Annual Dues and Gifts, and, as necessary and approved by the Executive Committee, other ways and means that may be deemed appropriate or necessary. In the event that the Association has an excess of unexpended revenue, this excess shall be deposited in an interest bearing account at a federally insured bank or savings or loan association, or in a guaranteed investment account, chosen by the Treasurer and approved by the Executive Committee. The Association shall maintain, when possible, reserve funds against unforeseen and future needs. The Association may establish additional ways and means for raising funds, including (but not limited to) the establishment of an online shop and the organization of events, activities and programs related to the purposes of the Association. An online shop, if any, may be open to non-Members, but members shall be able to make purchases at a members-only discount. And, in instances in which goods in stock are rare or in especially limited supply, members shall have advance notice and the opportunity to make purchases before said stock is offered to the public. No Association funds shall be paid to any Member, Officer or Executive Committee member, except as reimbursement for customary and usual out-of-pocket expenses associated with the conduct of their duties, or except as compensation for extraordinary services rendered (or goods provided) as approved by the Executive Committee. However, in the event the Association requires services or goods, members shall have preference as vendors and service providers. Also, however, the Executive Committee, in the event of the establishment of an online shop shall be able to appoint and compensate a shopkeeper who may or may not be an Association member. The shopkeeper, if any, shall report to the Vice President/Web Editor. The Web Editor or other Officer may serve as shopkeeper and, in that instance, shall not be prohibited from receiving compensation from the Association. The Web Editor also may serve as Web developer and/or Web Master and, in either of those capacities, shall be eligible for compensation as authorized by the Executive Committee. Business Relationships: The Association, with the approval of the Executive Committee, may enter into Agreements and Contracts with individuals and/or other organizations. Agreements and contracts approved must be signed by both the President and Vice President/Secretary-Treasurer. No Agreement or Contract shall be binding upon the Association unless so approved and signed. Officers and others who have negotiated Agreements, Contracts or other potentially binding documents, shall bring them to the Executive Committee for approval and to the President and Vice President/Secretary-Treasurer for their signatures. Internal Revenue Code 501(c)(3) Tax Exemption Provisions: Limitation of Activities: No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this Association shall not participate in, or intervene in, and political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these By Laws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Prohibition against private Inurement: No part of the net earnings of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Association shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code or shall be distributed to any government for a public purpose. Such distribution shall be made in accordance with all applicable provisions of law. Article VII: Amendment of By Laws These By Laws, and the Rules and Regulations incorporated herein, may be altered, amended or repealed, with new By Laws substituted, by a majority vote of the Executive Committee. Article VIII: Rules & Regulations:
The Rules & Regulations may be amended without notice by the Executive Committee. * * * (Revised August 22, 2002) |