Bylaws OF LitvakSIG, INC.
A 501(c)(3) nonprofit corporation
LitvakSIG, INC. has been incorporated as a nonprofit corporation under the
statutes of the State of Iowa.
Section A. Principal Office. The principal office of the Corporation will be
located within or without the State of Iowa as the Board of Directors may
determine or as the affairs of the Corporation may require >from time to time.
The initial office of the Corporation will be located at: 2065 Cottage Glen
S.E., Cedar Rapids, IA. 52403.
Section B. Registered Office. The Corporation will continuously maintain a
registered office and a registered agent within the State of Iowa at: 2065
Cottage Glen S.E., Cedar Rapids, IA. 52403.
The corporation has been formed:
1. To provide an Internet discussion group forum for exchange of information
on Jewish Lithuanian Genealogy, and also as a forum for the discussion of the
historical, political, intellectual, religious, and social issues which
affected our ancestors, helping us to understand their lives in the contexts
of their times.
2. To maintain an Internet website, providing a permanent home for new
information, searchable databases, guidelines for establishing Litvak Shtetl
Research Groups, and other resources.
3. To promote and encourage genealogical research and encourage the
development of genealogical research tools, resources and information.
4. To encourage and support the preservation and computerization of primary
sources of genealogical data.
5. To provide translations of archival and other material which has already
been gathered but is inaccessible because it is written in old Cyrillic
(Russian), Polish, Yiddish, Hebrew, or Lithuanian.
6. To raise funds through dues, solicitation of contributions and application
for genealogical research grants to support these objectives.
A person will be considered a member in good standing if the person agrees to
promote the objectives of LitvakSIG, Inc., as defined in Article II, and has
paid dues as set by the Directors for the current year.
Board of Directors
Section A. General Powers. The Board of Directors of the Corporation will
supervise, manage and control all of the affairs, business activities, and
policies of the Corporation.
Section B. Number, Tenure and Qualifications. The initial Board of Directors
of the Corporation will be those individuals named in the Articles of
Incorporation. The directors will be elected by a majority vote of the Members
and will serve until the next annual meeting of the Members. The number of
directors may be increased or decreased >from time to time by resolution of the
Board of Directors, provided that no decrease in the number of directors would
have the effect of shortening the term of an incumbent director or result in
fewer than two (2) directors. The Board of Directors will increase the
membership of the Board of Directors to five (5) directors at the first
meeting of the Board of Directors. Thereafter, in no event, will the number of
directors be less than five (5). Each director will hold office for the term
for which such director is elected and until such director's successor will
have been elected and qualified or until such director's earlier death,
resignation, or removal in accordance with the provisions of law or of these
In order to provide for leadership continuity, the President (or Co-
Presidents) will serve for two years, and the other elected directors will
serve for one year. Half of the appointed directors will serve for two year
terms, and half will serve for one year term.
Section C. Regular Meetings. A regular annual meeting of the Board of
Directors will be held on the second or third Monday in July of each year
without additional notice other than by this Bylaw.
1. The annual meeting may be held either within or without the State of Iowa
as determined by the Board. Any or all directors may participate in a meeting
of the Board of Directors by means of a conference telephone, electronic mail,
or by any other means of communication by which all persons participating in
the meeting are able to communicate live with one another, and such
participation will constitute presence in person at the meeting.
2. The annual meeting may be held on any other date set pursuant to resolution
of the Board of Directors provided at least ten (10) days notice of the new
date for the annual meeting is given to each director.
Section D. Additional Meetings. Additional meetings of the Board of Directors
may be called by or at the request of the President or a majority of the
directors. The person or persons authorized to call such additional meetings
of the Board may fix any place, either within or without the State of Iowa, as
the place for holding any additional meeting of the Board called by them. At
the request of one person authorized to attend the meeting, the meeting can be
held by any form of electronic media, such as telephone, electronic mail, or
Section E. Notice. Notice of any additional meeting of the Board of Directors
will be given at least five (5) days prior thereto by written notice delivered
personally, mailed or by telefax, to each director at his or her address, as
shown by the records of the Corporation. If mailed, such notice will be deemed
to be delivered when deposited in the United States Mail in a sealed envelope
so addressed, with postage thereon prepaid. If notice is given by electronic
mail or by telefax, such notice will be deemed to be delivered when sent. Any
director may waive notice of any meeting. The attendance of any director at
any meeting will constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice or
waiver of notice of such meeting, unless specifically required by law or these
Bylaws or prior resolution of the Board of Directors.
Section F. Quorum. A majority of the members of the Board of Directors will
constitute a quorum for the transaction of business at any meeting of the
Board, provided that, if less than a majority of the directors are present at
that meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice. Each director is entitled to one vote on
any issue properly before the Board of Directors. No director may vote by
Section G. Manner of Acting. The act of a majority of the directors present at
a meeting at which a quorum is present will be the act of the Board of
Directors, except where otherwise provided by law or these Bylaws. Section H.
Removal or Suspension. The Board of Directors may expel or suspend any
director or directors by a two-thirds (2/3) majority vote at an annual or
other duly called meeting of the Board of Directors. Every director has the
responsibility to attend all regular and annual meetings of the Board of
Directors. If any director will fail to attend two or more consecutive
meetings of the Board of Directors, his or her membership on the Board will
terminate at the close of such meeting without further notice to such
directors and the remaining members of the Board of Directors will thereupon
elect a new director to fill such former director's position.
Section I. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy resulting >from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the sitting directors even
though the remaining directors will constitute less than a quorum.
Section J. Compensation. Neither directors nor officers will receive any
stated salaries for their services except by resolution of the Board of
Directors, but the Corporation will reimburse any officer or director for
actual out-of-pocket expenses incurred by any director or officer in the
pursuance of any resolution of the Board of Directors or any adopted budget
Section K. Voluntary Retirement. Any director may resign or retire at any time
by notifying the President of the Board or the Secretary in writing. Such
resignation or retirement will take effect at the time specified in the notice
but if no date is specified, it will take effect upon the acknowledgment of
receipt thereof by the remaining members of the Board of Directors in a duly
Section L. Action Without a Meeting. Any action which is required to be taken,
or which may be taken, at a meeting of directors, may be taken without a
meeting if notice is given to all directors and if a consent in writing or by
electronic mail, setting forth the action so taken, will be signed by at least
two-thirds (2/3) of the directors. Such consent will have the same force and
effect as a unanimous vote.
Section M. Committees. The Board of Directors, by resolution adopted by a
majority of the directors, may designate and appoint one or more committees,
which will have at least three (3) members who will serve for such terms as
determined by the Board of Directors. Except for committees authorized to act
on behalf of the Board of Directors, committee members need not be directors.
Section A. The Officers. The officers of the Corporation will be a President,
(this position may be filled by two Co-Presidents), a Treasurer, a Secretary,
and such officers as may be elected in accordance with the provisions of this
Article. The Board of Directors may elect or appoint such officers as it will
deem desirable, and such officers will have the authority to perform the
duties prescribed, >from time to time, by the Board of Directors. Any two or
more offices, may be held by the same person. The Corporation may obtain for
each officer and employee of the Corporation a bond, in such amounts and with
such number of sureties, as the Board of Directors will >from time to time,
determine, for the faithful performance of his or her duties and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement, or removal, of all books, papers, vouchers, money, or other
property of whatever kind in his or her possession or under his or her
control, belonging to the Corporation.
No LitvakSIG Officer charged with care of any LitvakSIG property will be
required to replace or pay damages for any property which is lost, damaged,
etc. while in custody of such person, unless such person is guilty of gross
negligence, willful or wanton misconduct or intentional malfeasance.
Section B. Election and Term of Office. The officers of the Corporation may
be directors and will be elected at the regular Annual Meeting of the Board of
Directors. If the election of officers will not be held at such meeting, such
election will be held as soon thereafter as possible. Vacancies may be filled
or new offices created and filled at any meeting of the Board of Directors,
subject to provisions on election and appointment of the officers and board.
Each officer will hold office until his successor will have been duly elected
and will have qualified. Any officer or agent elected or appointed by the
Board of Directors may be removed or suspended by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
Section C. Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors or the President. Any such resignation will
take effect within seven (7) days following the date of receipt of such notice
or at any time later specified, and, unless otherwise specified, the
acceptance of such resignation will not be necessary to make it effective.
Section D. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise may be filled by the Board of
Directors for the unexpired portion of the term or for any other period of
time specified in the resolution appointing such officer, or if no term is
specified, then such officer will serve for such period as will please the
Board of Directors or until his or her disqualification, resignation, removal,
Section E. President. The President (or Co-Presidents) will be the principal
officer(s) of the Corporation and also serve as Chairman of the Board of
Directors. He or she will in general supervise the affairs of the Corporation,
subject, however, to the control of the Board of Directors. He or she will, if
present, preside at all meetings of the Board of Directors and perform such
duties as may be prescribed by the Board of Directors or any Executive
Committee thereof >from time to time. In general, he or she will be charged
with implementing the policy of the Corporation and supervising the day-to-day
affairs of the Corporation.
Section F. Treasurer. The Treasurer will have charge and custody of and be
responsible for all funds and securities of the Corporation, receive and give
receipts for monies due and payable to the Corporation >from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
depositories as will be selected in accordance with Article VI of these Bylaws
and in general perform the duties incident to the office of Treasurer and such
duties as >from time to time may be assigned by the President or by the Board
Section G. Secretary. The Secretary will keep the minutes of the meetings of
the Board of Directors and of any committee having any of the authority of the
Board of Directors, see that all notices are duly given in accordance with
these Bylaws or as required by law, be the custodian of the Corporate records
and the seal of the Corporation, see that the seal of the Corporation is
affixed to all documents, and in general perform all duties incident to the
office of Secretary and such duties as >from time to time may be assigned by
the President or by the Board of Directors.
Section A. Contracts and Other Documents. The Board of Directors, except as
otherwise required by law, the Articles of Incorporation, or these Bylaws, may
authorize any agent or agents of the Corporation to enter into any contract or
execute and deliver any instrument or document in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
Section B. Checks, Drafts, Loans, etc. All checks, drafts, loans, or other
orders for the payment of money, notes or other evidence of indebtedness
issued in the name of the Corporation will be signed by such officer or
officers, agent or agents of the Corporation and in such manner as will be
from time to time determined by the Board of Directors. In the absence of suchdetermination, such instruments will be signed by the Treasurer.
Section C. Deposits. All funds of the Corporation will be deposited to the
credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may >from time to time, select by
Section D. Gifts. The Board of Directors may accept on behalf of the
Corporation any contribution, gift, bequest, or devise for the general
purposes or for any special purpose of the Corporation.
Section E. Waiver of Notice. Whenever any notice of any kind is required to be
given under the provisions of the Bylaws or under the provisions of the
Articles of Incorporation, a waiver thereof, signed by the person or persons
entitled to such notice, whether before or after the time stated, will be
deemed equivalent to the giving of such notice.
Books and Records
The Corporation will keep correct and complete books and records of account
and will also keep minutes of the proceedings of its Board of Directors and
committees having any authority of the Board of Directors, and will keep at
the registered office a record giving the names and addresses of the Board of
Directors. All books and records of the Corporation may be inspected by any
director, or his or her agent or attorney, for any proper purpose at any
reasonable time. The books and records of the Corporation will be available
for inspection by members in good standing at the Annual Meeting.
The Corporation may provide by resolution for an annual audit of the accounts
by a certified public accountant to be chosen by the Board of Directors.
The fiscal year of the Corporation will begin on the first day of July and end
on the last day of June in that year. This can be amended by a vote of Board
of Directors at any time.
The Board of Directors will provide a corporate seal which will have thereon
the name of the Corporation, LitvakSIG, Inc., the year of its incorporation,
1997, and the words "Corporate Seal, State of Iowa."
In discharging their duties (including acting as directors or officers of
other foundations, corporations, or entities at the request of the
Corporation), all directors, officers, and committee members will be
indemnified by the Corporation to the fullest extent permitted under the Iowa
Nonprofit Corporation Act, whether by insurance or otherwise, for any
expenses, including attorneys' fees, judgments, and fines (whether civil,
criminal, administrative or investigative) imposed or incurred in connection
with any civil, criminal, administrative, or investigative claim, cause of
action or proceeding, whether actual or threatened, to which he or she is made
a party by reason of being or having been a director or officer. The
Corporation will not be obligated to so indemnify any director or officer
where the claim, cause of action, or proceeding when finally adjudged
(including all appeals) is grounded wholly on the gross negligence, or willful
and knowing misconduct of any director or officer. If a court or government
agency should find any part of this Article invalid or ineffective, the
validity or effectiveness of the remainder of it will not be affected. Nothing
in this article will be deemed to be the exclusive right of any sitting or
former director, officer, or committee member, and such person will retain any
other rights to which such person may be entitled under any other agreement,
as a matter of law or otherwise, regardless of the capacity in which he or she
acted or purported or was alleged to act on behalf of the Corporation. No
person will be entitled to indemnification pursuant to this article in
relation to any matter for which indemnification is not permitted by law.
Section A. Amendment. The Articles of Incorporation and the Bylaws may be
amended by a majority vote of the directors then in office.
1. Amendments to these bylaws will be proposed in writing. Amendments may be
offered by any member of LitvakSIG, Inc., in good standing.
2. Amendments may be acted upon at any meeting of the LitvakSIG, provided that
the amendment will have been circulated at least 10 days in advance of the
3. A simple majority (51%) of those voting in a membership vote, must approve
I certify that the foregoing Bylaws of the Corporation were approved and
adopted for the organization by its Board of Directors at a meeting of the
Board of Directors held on the 4th day of August 1998.
Davida Noyek Handler, Co- PRESIDENT
David Blass Hoffman, Co- PRESIDENT
R E S O L U T I O N
WHEREAS, the undersigned are the initial Board of Directors, of LitvakSIG,
Inc., and WHEREAS, the undersigned have considered the nominations of:
Davida Noyek Handler and David Blass Hoffman
to be President and Chairperson of the Board and
Richard Hoffman and Peggy Freedman
to be Secretary and Treasurer, and
WHEREAS, the undersigned have considered the proposed By-Laws, UNANIMOUSLY
RESOLVED, that the proposed By-Laws are adopted and that this Resolution will
be a binding act of the Board of Directors. Dated this 4th day of August 1998