Article 3: Executive Committee

Proposed changes for Article 3 are relatively minor. Please offer any comments below or email smrphilosophy@gmail.com.

Proposed Text

ARTICLE III: Executive Committee

Section 1. Number, Qualifications, Election and Term of Office. The membership of the Executive Committee shall consist of nine to twelve members at large as well as the president, vice president, secretary-treasurer, and immediate past president of the Society. The vice president shall be elected to serve a two-year term, followed immediately by a two-year term as president. The secretary-treasurer and the members at large shall be elected to serve three-year terms. The immediate past president shall automatically serve as an ex officio member of the Executive Committee, without voting rights, for two years. He or she may serve longer in an ex officio capacity at the discretion of the Executive Committee. All members of the Executive Committee must be members of the Society. All members of the Executive Committee, including any elected to fill the remainder of some member’s term, will be elected by a majority of the other members of the Executive Committee, at a meeting of the Executive Committee. Three or four new members at large will be elected every year for three year terms. An individual may serve as a member at large of the Executive Committee for no more than two consecutive three-year terms plus, if initially elected to replace a member whose term was not completed, the remainder of that term. Any member of the Executive Committee may be removed, with or without cause, at a special meeting of the members of the Society called for that purpose, by the vote of a majority of the active membership present at the meeting.

Section 2. Vacancies. In case of any vacancy in the Executive Committee, a successor to fill the unexpired portion of the term may be elected by a majority of the remaining members of the Executive Committee, at a meeting of the Executive Committee.

Section 3. Powers and Duties. The Executive Committee shall have general power to manage and control the affairs, the other committees, and the property of the Society, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Executive Committee, and shall have full and complete authority with respect to the distribution and payment of the moneys received by the Society from time to time; except that the fundamental and basic purposes of the Society, as expressed in the Certificate of Incorporation, shall not thereby be amended or changed, and except further that the Executive Committee shall not permit any part of the net earnings or capital to inure to the benefit of any member or other private individual.

Section 4. Regular Meetings. Regular meetings of the Executive Committee shall be held at such time and place as may be determined by the Executive Committee including electronically, and at least two weeks notice of such regular meeting shall be given to each member of the Executive Committee. The Executive Committee shall meet at least once during the calendar year.

Section 5. Special Meetings. Special meetings of the Executive Committee may be held at any time and place upon the call of the president or of any three members of the Executive Committee. Notice of the time, place and purpose of every special meeting of the Executive Committee shall be given to each member of the Executive Committee at least two days before the meeting.

Section 6. Quorum and Voting. Five members of the Executive Committee, present in person or by means of electronic communications equipment allowing all persons participating in the meeting to hear each other at the same time, shall constitute a quorum for the transaction of business. The vote of a majority of the members of the Executive Committee present at the time of the vote, if a quorum is present at such time, shall be the act of the Executive Committee.

Section Section 7. Action by the Executive Committee. Any action required or permitted to be taken by the Executive Committee may be taken without a meeting if all members of the Executive Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Executive Committee shall be filed with the minutes of the proceedings of the Executive Committee. Any one or more members of the Executive Committee may participate in a meeting of the Executive Committee by means of electronic communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Current Constitution

ARTICLE III: Executive Committee

Section 1. Number, Qualifications, Election and Term of Office. The membership of the Executive Committee shall consist of nine members at large, the president, vice president, secretary-treasurer, and immediate past president of the Society. The members at large shall be divided into three classes of three members each. The initial members of the Executive Committee shall serve until the first annual membership meeting, at which time three of the members at large of the Executive Committee shall be elected to serve for one year terms, three of the members at large shall be elected to serve for two year terms, and three of the members-at large shall be elected to serve for three year terms. Then, upon expiration of the term of each class of members at large of the Executive Committee, The new members at large shall be elected for a full three year term. The immediate past president shall automatically serve as an ex officio member of the Executive Committee, without voting rights, for two years. He or she may serve longer in an ex officio capacity at the discretion of the Executive Committee. All members of the Executive Committee must be regular members of the Society, and an individual may serve as a member at large of the Executive Committee for only two full three year terms plus a partial term of eighteen months or less if elected to such at the first annual membership meeting or to fill a vacancy on the Executive Committee. Any member-at large of the Executive Committee may be removed, with or without cause, at a special meeting of the members of the Society called for that purpose, by the vote of a majority of all regular members present at the meeting.

Section 2. Vacancies. In case of any vacancy in the Executive Committee, a successor to fill the unexpired portion of the term may be elected by a majority of the remaining members of the Executive Committee, at a meeting of the Executive Committee.

Section 3. Powers and Duties. The Executive Committee shall have general power to manage and control the affairs, the other committees, and the property of the Society, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Executive Committee, and shall have full and complete authority with respect to the distribution and payment of the moneys received by the Society from time to time; except that the fundamental and basic purposes of the Society, as expressed in the Certificate of Incorporation, shall not thereby be amended or changed, and except further that the Executive Committee shall not permit any part of the net earnings or capital to inure to the benefit of any member or other private individual.

Section 4. Place of Meeting. The Executive Committee may hold its meetings at such place or places within or without the State of New York as the Executive Committee may from to time determine.

Section 5. Regular Meetings: Notice. Regular meetings of the Executive Committee shall be held at such time and place as may be determined by the Executive Committee and two weeks notice of such regular meeting shall be given. The Executive Committee shall meet at least once during the calendar year.

Section 6. Special Meetings: Notice. Special meetings of the Executive Committee may be held at any time and place upon the call of the president or of any three members of the Executive Committee. Notice of the time, place and purpose of every special meeting of the Executive Committee shall be given to each member of the Executive Committee, at least two days before the meeting.

Section 7. Quorum, Adjournments of Meetings, and Voting. Five members of the Executive Committee shall constitute a quorum for the transaction of business; but if at any meeting of the Executive Committee there shall be less than a quorum present, the members present may adjourn the meeting from time to time until a quorum is present, and at such subsequent meeting any business may be transacted which might have been transacted at the meeting as originally called. The vote of a majority of the members of the Executive Committee present at the time of the vote, if a quorum is present at such time, shall be the act of the Executive Committee.

Section 8. Action by the Executive Committee. Any action required or permitted to be taken by the Executive Committee may be taken without a meeting if all members of the Executive Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Executive Committee shall be filed with the minutes of the proceedings of the Executive Committee. Any one or more members of the Executive Committee may participate in a meeting of the Executive Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.


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