(Adopted in December 2016. Adapted, with permission, from the By-Laws of the North American Patristics Society)
Article I. Meetings
Section 1. Bi-Annual Meeting.
The bi-annual meeting of members of the Society shall take place every second year, beginning 2017, at the time and place determined by the Board of Directors.
Section 2. Special Meetings.
Special meetings of the members may be called anytime by the President or by the Board of Directors.
Section 3. Notice of Meetings.
Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting not less than 60 days before the date of the meeting to each member entitled to vote thereat. Initial communication shall be via email. If verification of receipt of this email is not received then a printed copy of the notice of meeting shall be mailed to the member’s address last appearing on the books of the Society or supplied by such member to the Society for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum.
The presence at the duly called meeting of thirty (30) members of the Society shall constitute a quorum for any action except as otherwise provided by these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the quorum as aforesaid shall be present or be represented.
Section 5. Proxies.
At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable.
Article II. Directors and Officers
Section 1. Number.
The affairs of this Society shall be managed by a board of twelve (12) directors. To ensure regional representation, no more than six (6) directors will be residents of a single country.
Section 2. Officers.
Of the directors there shall be designated a President (who shall be the Immediate Past President after the President’s term of office), a Vice-President (who shall be President-Elect and shall ascend to the office of President at the end of the term of office as Vice-President), a Communications Officer, and a Student Member.
Section 3. Term of Office.
The term of office of the respective officers and directors shall be as follows:
A. The term of office of the director elected and designated as President shall be two years, terminating at the bi-annual meeting of the President’s final year, at which time she or he will become the Immediate Past President;
B. The term of office of the Immediate Past President shall be two years, terminating at the bi-annual meeting of his or her final year;
C. The term of office of the director elected and designated as Vice-President and President-Elect shall be two years, terminating at the bi-annual meeting of the Vice-President’s final year, at which time he or she shall ascend to the office of President;
D. The term of office of the director elected and designated as Communications Officer shall be two years, terminating at the bi-annual meeting of the Communications Officer’s final year;
E. The term of office of the director elected and designated as Student Member shall be two years, terminating at the bi-annual meeting of the Student Member’s final year;
F. At the first annual meeting the members shall elect seven (7) additional directors for a term of two (2) years, terminating at the bi-annual meeting of his or her final year;
G. In all events, each officer and director shall serve until his or her successor shall have been duly elected and qualified.
Section 4. Removal and Vacancies.
Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Society. In the event of death, resignation, or removal of a director, the successor, who shall also succeed to the office of the predecessor in the event the predecessor had been elected and designated an officer, shall be selected by the remaining members of the Board and shall serve until the next annual meeting of the members.
Section 5. Right of Succession.
No officer or director shall have the right to immediately succeed him- or herself in that position.
Section 6. Action Taken without a Meeting.
The directors shall have the right to take any action in the absence of a meeting that they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Article III. Nomination and Election of Directors and Officers
Section 1. Nomination.
Nomination for election to the Board of Directors and officers shall be made by a nominating committee. Self-nominations are encouraged and may also be made from the floor at the bi-annual meeting. The nominating committee shall make as many nominations for election to each designated office of the Board of Directors and to each position on the Board not designated as an officer as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 2. Nominating Committee.
The Nominating Committee shall consist of three members of the Society who shall be appointed by the President. The members will be appointed six months before the bi-annual meeting and will serve until the conclusion of the bi-annual meeting. The list of nominees shall be distributed to the membership at least three (3) weeks prior to the meeting.
Section 3. Election.
Election to the Board of Directors shall take place at each annual meeting. At such election the members or their proxies may cast, in respect to each vacancy, one (1) vote. Voting will take the form of a show of hands; nominated members will be asked to leave the room during voting. The person nominated for each position receiving a majority of the votes cast shall be elected.
Article IV. Powers, Duties, and Meetings of the Board of Directors and Officers
Section 1. In General.
The Board of Directors shall have control and management of the affairs and business of the Society, and for such purposes may adopt such rules and regulations for the conduct of their meetings and of the annual meeting as they may deem proper, not inconsistent with law or these By-Laws. The Board may elect such other officers as the affairs of the Society may require, each of whom shall hold office for such period and have such authority and perform such duties as the Board may from time to time determine.
Section 2. Duties.
The duties of the respective officers are as follows:
The President shall preside at all meetings of the Board of Directors; shall preside at the annual meeting; shall see that all orders and resolutions of the Board are carried out; shall execute any and all written instruments and documents as may be required; shall appoint a member or members to open positions on the nominating committee and publications committee; and shall appoint such other committees as deemed necessary.
B. Vice-President and President-Elect.
The Vice-President, who shall be the President-Elect, shall act in the place and stead of the President in the event of his or her absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him or her by the Board. The Vice-President shall be responsible for the program of the annual meeting.
C. Communications Officer.
The Communications Officer shall be empowered to perform duties with respect to the Society, which duties shall be executive in character; shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; shall serve notice of the meetings of the Board and of the meetings of the members; shall approve and remove members from the NASSCAL web site membership role; shall work with the President and Vice-President to post news items to the NASSCAL web site; and shall perform such other duties as may be required by the Board.
D. Student Board Member.
The Student Board Member shall participates in the annual executive meetings and faithfully represent the interests of student members of the society.
E. Immediate Past President.
The Immediate Past President shall serve principally in an advisory capacity to the Board contributing to its institutional memory, for actions by the Board generally are implemented over multiple years. The Immediate Past President shall discharge any and all other duties as assigned to him or her by the Board.
Section 3. Meetings.
The Board of Directors shall regularly meet in conjunction with the bi-annual meeting of the members at a place and time set by the President. Special meetings of the Board of Directors shall be held when called by the President of the Society, or by any two (2) directors after no less than three (3) days notice to each director. The Board of Directors shall also meet on an informal basis at the Annual Meeting of the Society of Biblical Literature.
Section 4. Quorum.
A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as an act of the Board.
Article V. Committees
Section 1. Nominating Committee.
A nominating committee for determining the succession of Executive Officers and Board Members shall be appointed as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as may be deemed appropriate in carrying out the purpose of the Society.
Section 2. Editors and Associate Editors.
Editorial Committees for the Society’s publications shall be appointed by the Board of Directors upon recommendation of a publications nominating committee composed of the President, Vice-President, immediate past President and two other members of the Society as appointed by the President. The search for editorial positions shall be generally announced to the membership. Editors shall serve a five-year term, with the possibility of reappointment for a second and terminal term of five years.
Article VI. Membership and Assessments
Section 1. Membership.
Any person interested in promoting the aims of the Society may become a member.
Section 2. Dues.
There are no annual dues to be paid as a member of the Society.
Article VII. Programs
A program of papers, addresses, seminars, and like events to be presented at the annual meeting shall be arranged by the Vice-President or by a delegate or committee established and appointed by the Board of Directors for such purpose.
Article VIII. Amendments
These By-Laws may be amended at regular or special meetings of the members by a two thirds (2/3) vote of the members present at such meeting, provided that those provisions of these By-Laws which are governed by the Articles of Incorporation may not be amended except as provided in such Articles.
In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation shall control.
Article IX. Miscellaneous
Section 1. Order of Business.
The order of business at all meetings of the members and of the directors shall be, so far as the same shall be consistent with the purpose of such meeting, as follows:
A. Roll call;
B. Proof of notice of meeting or waiver of notice;
C. Reading of minutes of preceding meeting;
D. Reports of officers;
E. Reports of committees;
F. Election of directors and officers;
G. Unfinished business;
H. New business.
IN WITNESS WHEREOF, we, being all the directors of the North American Society for the Study of Christian Apocryphal Literature have hereunto set our hands as of this the 14th day of December, 2016.