BYLAWS
FOR THE PACE SOCIETY OF AMERICA, INC

Article I – Name and Type of Organization

1. The name of the organization is ”The Pace Society of America, Inc.” hereinafter referred to as THE SOCIETY.

2. The Society is a non-profit, non-capital stock, tax-exempt organization as described in section 501 (c)(7) of the Internal Revenue Code. No part of the assets of the Society shall inure to the benefit of, or be distributable to, any member of the Society. Donations to the Society are not deductible contributions on the donor’s federal income tax return.

Article II – Place of Incorporation

The Society was incorporated in the State of Mississippi on June 27, 1963. The Bylaws are authorized by Article 6, Paragraph 5 of the Charter of Incorporation.

Article III – Purpose

The purpose of the Society shall be to promote the science of genealogy as it concerns the Pace family in America and elsewhere. This shall be achieved through educational and research programs and projects which discover, preserve, produce and publish genealogical and historical information on the Pace family.

Article IV – Dissolution

In the event of dissolution, the residual assets of the Society will be turned over to one or more organizations which are exempt as described in section 501 (c)(7) of the Internal Revenue Code of 1954 or the corresponding provision of any future Internal Revenue Code, or to the Federal, State, or Local Government for exclusive public purpose.

Article V – Membership, Dues and Contributions

1. Any person who bears the Pace surname or who can prove descent from one who bears the Pace surname shall, upon paying dues, be eligible for membership in the Society. 2. Membership in the Society shall be of four (4) types: Active, Charter, Lifetime and Honorary Lifetime. a. Active members shall be those who have paid lifetime dues or those who have paid annual dues in the amount determined by the Board of Directors. b. Charter members shall be those who have paid 1963 annual dues and, in addition, have contributed $25.00 or more to the Society by March 21, 1964. Charter members will be so recognized and listed as an attachment to the Charter and By-Laws on file in the office of the Society and the next book to be published. c. Lifetime membership shall be limited to those who are recorded current lifetime members. Therefore, such members shall pay no future dues to the Society. d. Honorary membership may be conferred upon a person who has made outstanding contributions to the Society or to the science of genealogy. Such person(s) shall be nominated by two-thirds vote of the Board of Trustees and elected by two-thirds of members present at a regularly scheduled Society meeting. Such honorary member(s) shall, upon election, pay no further dues to the Society. 3. Contributions: The Board of Trustees may develop and initiate plans for financial contributions to the Society by individuals and organizations and specify how such contributions shall be used. Such contributions are not to be classed as membership dues, but are in addition to membership dues paid by the contributor.

Article VI – Membership Meetings

1. Annual membership meetings shall be held at places and dates to be determined by the Board of Trustees, or by majority vote of the members present or represented by proxy at an annual or special membership meeting. Notice of annual meetings shall be mailed to the membership at least 30 days prior to the meeting. 2. Special membership meetings may be called by the President, upon the approval of one-third of the Board of Trustees, or by petition of 25 percent of the members, and at least 30 days written notice to the members prior to the meeting. These meetings shall be limited to discussion of items mentioned in the notice. 3. Members may be represented at annual and special meetings by written proxy duly signed by the member and in possession of the Secretary of the Society at the meeting for which the proxy is intended. Proxy forms shall be mailed to the membership with notice of annual or special meetings. Before a vote is taken in which the proxies are to be used, such proxies shall be handed to the members designated as proxies, and a roll call of the number of proxy votes shall be taken. Proxy votes shall be used only for election of members of Board of Trustees, for By-Law changes or other important policy matters brought to a vote of the membership. 4. In preparation for the annual meeting, a member or committee of members shall volunteer or be appointed to plan program, obtain meeting place and speakers, collect and disburse monies and turn over any surplus funds to the Society Treasurer. 5. A quorum at all meetings shall consist of those present and those represented by proxy, but must include an elected officer, four members of the Board of Trustees, ten other members or five members and five signed proxies.

Article VII – Board of Trustees and Executive Committee

1. The affairs of the Society shall be managed and its objectives carried out by the Board of Trustees consisting of, but not to exceed, a total of fifty (50) members of the Society, to be elected by the membership as hereinafter provided. 2. Manner of electing and terms of office of the Board of Trustees: At the first organizational meeting one third of the Trustees shall be elected for one year, one third for two years, and one third for three years. Thereafter, they shall be elected for a period of three years at each annual meeting. 3. The Board of Trustees shall meet annually in connection with the annual meeting, at such times and places as deemed necessary. Those present and those represented by proxy shall constitute a quorum at all meetings of the Board of Trustees. Notice of annual meetings, with proxy form, shall also be a notice of annual board meetings. 4. Special meetings may be called by the Chairperson on written notice at least 30 days prior to such meetings. A meeting shall be called by the Chairperson on written petition of ten (10) or more members of the Board of Trustees. 5. The President may fill vacancies on the Board of Trustees if the vacancy occurs within the first six months of the year.  If such vacancy occurs within six months of the next annual meeting, it shall remain vacant until the annual meeting, and the position filled from the active membership. 6. The members of the Board of Trustees shall serve without pay. 7. Executive Committee: The Board of Trustees may provide for an Executive Committee of not more than nine (9) members including the Officers of the Society, and may vest the Executive committee with all, or any part thereof, functions and powers of the Board of Trustees, which are subject to the general direction and control of the Board. The Committee shall report its actions to the Board for approval at each meeting of the Board, or more often if required. The Executive Committee may meet as often as deemed necessary and may act when a majority is present and willing to act.

Article VIII – Officers and their Duties

1. The Officers of the Society shall be President, First Vice-President, Second Vice- President, Third Vice-President, Secretary, and Treasurer. 2. All Officers shall be elected by the Board of Trustees from their own number, for a period of one year, at a meeting of the Board immediately following each membership meeting at which Trustees have been elected. 3. The President shall preside at annual meetings, serve as Chairman of the Board of Trustees and the Executive Committee, carry on correspondence for the Society, sign legal documents and other papers in the name of the Society and perform such other duties as is customary for the Presidents of similar organizations. 4. The First Vice-President shall perform the duties of the President in the absence or inability of that officer to serve. 5. The Second Vice-President shall preside in the absence of President and First Vice- President. 6. The Third Vice-President shall preside in the absence of the President, First Vice- President and Second Vice President. 7. The Secretary shall keep the minutes of all annual and special meetings and of all meetings of the Board of Trustees and the Executive Committee, and prepare an abridged version of the minutes of the annual meeting for publication in the Bulletin. 8. The Treasurer shall receive, record and deposit in a Society Bank Account all membership fees, donations, proceeds of any sales or services and any and all other funds received or collected in the name of the Society. The Treasurer shall, upon receipt of itemized bills, disburse the Society’s funds, as indicated by the adopted budget or as ordered by a vote of the Board of Trustees. The Treasurer shall maintain the membership list and furnish such list to the Editor (Bulletin) for publication or mailing purposes. The Treasurer shall prepare and present an annual report. 9. Should a vacancy occur in the office of the President or a Vice-President, the vacancy shall be filled in each case by the next lower officer, and a Third Vice-President shall be appointed by the President to complete the term of office. A vacancy in the office of Secretary or Treasurer shall be filled by Presidential appointment. 10. All officers shall serve without remuneration, except that they may be reimbursed for actual expenses incurred on behalf of the Society and allowed in the budget. An itemized statement shall accompany request for such reimbursements.

Article IX – Appointed Officers

The President shall, with approval of the Board, appoint for the period of one year, the following officers: Archivist, Historian, Researcher, and Bulletin Editor. These may be appointed from the Roster of Officers, membership of the Board of Trustees or other Society members. These offices may be combined in any manner that is in the best interest of the Society.

Article X - Committees

1. At the annual meeting, the president shall appoint the following Committee Chairpersons: Auditing, Nominating, Finance, Membership, Bulletin and other committees as deemed necessary to manage the Society. 2. The Auditing Committee shall review the books of the Treasurer and report its findings to the Board of Trustees and to the membership. 3.  The Nominating Committee shall, upon receiving the candidate's consent to be nominated, present a slate of candidates for the Board of Trustees to the membership and a slate of candidates for Society Officers to the Board of Trustees for approval. 4. The Finance Committee, one of whose members shall be the Treasurer, shall present a budget for the following year to be adopted by the membership. 5. The Membership Committee shall present the status of the membership and a projection for next year to the Board of Trustees and the membership.

Article XI – Fiscal Affairs

1. The fiscal year shall begin on January 1 and end on December 31 of each year. 2. The Books and business of the Society shall be audited prior to, and reported at the annual Membership meeting, by a committee appointed by the President or Executive Committee. Special audits may be made at any time at the direction of the Executive Committee or the Board of Trustees. 3. The Executive Committee or the Board of Trustees may borrow money, incur indebtedness, make contracts, and enter into agreements in the name of the Society, and secure the payments of financial obligations with such property or assets as the Society may own. They may employ such personnel as may be deemed necessary and proper in carrying on the work of the Society. 4. The Treasurer and one other member of the Executive Committee shall be signatories on bank accounts and other investments of the Society. Bank accounts opened for purposes of the annual reunion shall have at least two signatories, i.e., two hosts or one host with a member of the Executive Committee. 5. The Board of Trustees shall determine if any or all persons responsible for receiving and disbursing funds for the Society shall be bonded and set the amount of the bond for each such person if bonding is required.

Article XII – Amendment of By-Laws

These Bylaws may be amended by a majority vote of the membership at any annual or special membership meeting provided that the Board of Trustees shall have recommended the proposed change.

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Revised and approved by the general membership on June 28, 2008,
at the annual meeting in Oklahoma City, Oklahoma.

President: Jane Shelton
Secretary: Laura Wilson

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