SMRP Constitution

CONSTITUTION AND BY LAWS OF THE SOCIETY
FOR MEDIEVAL AND RENAISSANCE PHILOSOPHY, INCORPORATED
Revised 2021

ARTICLE I: Purpose

The purpose of the Society is to promote the study of Medieval and Renaissance Philosophy by (1) fostering research and teaching in the field, (2) organizing scholarly meetings and conferences, (3) undertaking publications concerned with Medieval and Renaissance Philosophy, and (4) cooperating with other learned societies in projects of common interest

ARTICLE II Members

Section 1. Membership. There are four classes of membership in the Society: Regular, Contributing, Life, and Student. The Society is intended for scholars and teachers of Medieval and Renaissance Philosophy, but the Society welcomes all who are interested in this area. The Executive Committee of the Society may create such subclasses of members and may establish such other criteria for membership, including a schedule of dues and fees, as it deems appropriate. Membership dues for the calendar year shall be payable in January of that year, and dues paid during the last three months of the calendar year by new members shall apply to the following year.

Section 2. Active Membership. For the purposes of conducting Society business, the active membership of the Society is defined as all lifetime members and members in all dues classes who have paid dues for the current or either of the previous two calendar years.

Section 3. Quorum. For all voting matters in the Society, fifteen percent of the roster of active members, present in person, by proxy, or voting using an electronic ballot shall constitute a quorum for the transaction of business. A written proxy is valid only if it is held by a member of the executive committee voting on behalf of an active member during a business meeting of the society; proxies are not valid for electronic voting.

Section 4. Voting. Voting on the business of the Society may take place either in person on business items discussed in an official meeting of the Society or online by means of an electronic ballot.

Section 5. Annual Meeting. The Society will hold at least one general business meeting per year. As determined by the SMRP Officers, this meeting may be held in conjunction with a conference at which the SMRP sponsors or organizes at least one event.

Section 6. Special Meetings. Special meetings of the members may be held upon the call of the Executive Committee or upon the written request of ten percent of the active members.

Section 7. Notice of Annual and Special Meetings. Members shall be notified of the time, date and place of holding any business meetings not less than ten days before such meeting.

Section 8. Quorum, Adjournments of Meetings. At all meetings of the members ten percent of the regular members, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the regular members so present may adjourn the meeting to a subsequent date, time, and place. If a quorum is present at the subsequent meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 9. Organization. The president of the Society shall preside at all meetings of the members, or, in the absence of the president, the vice president shall preside or, in the absence of both, a chairman shall be chosen by the members present. The secretary-treasurer of the Society shall act as secretary at all meetings of the members, but in the absence of the secretary-treasurer, the presiding officer may appoint any member to act as secretary of the meeting. Robert’s Rules of Order shall govern procedure at all business meetings.

Section 10. Voting. At any meeting of the members, each regular member present in person or by proxy shall be entitled to one vote. Upon demand of any regular members, any vote for the members at large of the Executive Committee or upon any question before the meeting shall be by written ballot. The vote of a majority of the regular members present in person or by proxy at the time of the vote, if a quorum is present at such time, shall be the act of the membership, except that the election of the members at large of the Executive Committee shall be by the vote of a plurality of the regular members present in person or by proxy at the time of the vote, if a quorum is present at such time.

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 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.

Article IV: Officers

Section 1. Number and Qualifications. The officers of the Society shall be a president, a vice president, and a secretary-treasurer. All officers must be active members of the Society, and no individual may hold more than one office in the Society at the same time.

Section 2. Election and Term of Office. The president and vice president shall serve two-year terms and the secretary-treasurer shall serve a three-year term. The vice president and secretary-treasurer shall be chosen by the Executive Committee at the recommendation of the Nominating Committee at meetings of the Executive Committee, and the outgoing vice president shall automatically succeed to the office of president, whether upon expiration of the term of the previous president upon the end of the calendar year or upon his or her resignation, removal, disability or death. The vice president shall have been a member of the Executive Committee prior to, though not necessarily immediately prior to, his or her election. An individual may not hold the offices of president or vice president for more than one term.

Section 3. Other Agents. The Executive Committee may appoint from time to time such agents as it shall deem necessary, each of whom shall hold office during the pleasure of the Executive Committee, and shall have such authority and perform such duties and shall receive such reasonable compensation, as the Executive Committee may from time to time determine.

Section 4. Removal. Any officer of the Society may be removed by a vote of the majority of the Executive Committee then in office.

Section 5. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Executive Committee.

Section 6. President: Powers and Duties. The president shall preside at all meetings of the members and of the Executive Committee. He/she shall have general supervision of the affairs of the Society. He/she shall keep the Executive Committee fully informed, and shall freely consult them concerning the activities of the Society. He/she shall have the power to sign alone, unless the Executive Committee shall specifically require an additional signature, in the name of the Society all contracts authorized either generally or specifically by the Executive Committee. He/ she shall be an ex officio member of all standing and special committees. He/she shall perform such other duties as shall from time to time be assigned to him/her by the Executive Committee.

Section 7. Vice President: Powers and Duties. The vice president shall have such powers and duties as may be assigned to him/her by the Executive Committee. In the absence of the president, the vice president shall in general perform the duties of the president.

Section 8. Secretary-Treasurer: Powers and Duties. The secretary-treasurer shall act as secretary of all meetings of the members and the Executive Committee, and shall keep the minutes of all such meetings. He/she shall attend to the giving and serving of all notices of the Society, shall handle all official correspondence and mailings, and shall perform all the duties customarily incident to the office of the secretary, subject to the control of the Executive Committee. He/she shall have the custody of the records of the Society and of all funds and securities of the Society which may come into his/her hands. He/she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Society, and shall deposit all moneys and other valuable effects of the Society in the name and to the credit of the Society in such banks or depositories as the Executive Committee may designate. Whenever required by the Executive Committee, he/she shall render a statement and report of his accounts. He/she shall administer the funds of the Society with the consultation of the Finance Committee. He/she shall at all reasonable times exhibit his/her books and accounts to any officer or member of the Executive Committee of the Society and shall perform all duties incident to the position of treasurer subject to the control of the Executive Committee. He/she shall propose an annual budget. He/she finally shall perform such other duties as shall from time to time be assigned to him/her by the Executive Committee.

ARTICLE V: Standing Committees

Section 1. Standing Committees: Powers and Duties. There shall be the following standing committees having jurisdiction as defined by the title of the committee and the powers and duties specified herein:

a. The Program Committee. The Program Committee shall plan concurrent sessions with the annual meetings of the American Philosophical Association, conferences and meetings in association with other societies, and independent conferences and scholarly meetings.

b. The Communications Committee. The Communications Committee shall oversee the Society’s website and plan any publications of the Society. The Communications Committee, with the approval of the Executive Committee when remuneration is involved, may enlist the services of specialized scholars or other experts for a specific project.

c. The Finance Committee. The secretary-treasurer shall be an ex officio member of the Finance Committee and shall propose an annual budget for the Society, and, in addition, budgets for conferences, scholarly meetings and publications. The Finance Committee shall review all proposed budgets and present its recommendations regarding them to the Executive Committee.

d. The Nominating Committee. The Nominating Committee shall recommend candidates for the vice president and members at large of the Executive Committee. The list of recommended candidates shall be sent to the members of the Society with the notice of the annual membership meeting.

Section 2. Size, Membership, Term, Appointment. All standing committees shall consist of a chairperson, who shall be a member of the Executive Committee, and two members who shall be drawn from the active membership of the Society, except for the Nominating Committee which shall consist of a chairperson, who shall be the immediate past president of the Society, the president, the vice president and the secretary-treasurer. The chairperson and members of all standing committees shall serve for two years concurrent with the term of the president of the Society. The chairperson of each standing committee, except the Nominating Committee, shall be appointed by the president with the approval of the Executive Committee, and the members of the standing committees shall be appointed by the relevant chairperson in consultation with the president.

Section 3. Removal. The president may, with the approval of the Executive Committee, remove a standing committee member or chairperson.

Section 4. Vacancies. In case of any vacancy in any standing committee, a successor to fill the unexpired portion of the term may be appointed by the president.

Section 5. Procedure at Standing Committee Meetings. Each standing committee may fix its own time and place of meeting and regulate its procedures, consistent with the Constitution and By Laws, and subject to review by the Executive Committee. Each standing committee shall keep such records of the attendance and proceedings at its meetings as its chairperson deems appropriate.

Section 6. Reports. The chairperson of each standing committee shall submit an annual report to the Executive Committee in writing summarizing its activities and proceedings since its last previous annual report, and making any suggestions, proposals and recommendations deemed appropriate as to its powers, duties or activities. Each committee shall also make such interim reports as the president or the Executive Committee may from time to time direct.

Section 7. General Powers of Standing Committees. Each standing committee shall, within the scope of its jurisdiction, the Constitution and By Laws, and the Certificate of Incorporation, have the general power to consider all such matters and to publish reports, conclusions and recommendations with respect thereto and to take such other actions in the name of the Society as the committee may find advisable. All activities of standing committees will be subject to supervision and review by the Executive Committee and major committee actions will require the prior approval of the Executive Committee.

Section 8. Action by Standing Committees. Any action required or permitted to be taken by a Standing Committee may be taken without a meeting if all the members of the Standing Committee consent in writing or electronically to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Standing Committee shall be filed with the minutes of the proceedings of the Standing Committee.

ARTICLE VI: Special Committees

The Executive Committee may from time to time constitute special committees and define their powers, and may at any time abolish any special committee. The president shall fix the number of members of each special committee where such number has not been fixed by the Executive Committee and, unless the Executive Committee otherwise directs, shall appoint the members and chairperson of each special committee, for such term or without term as he/she may deem advisable, and may remove the members or chairperson of each special committee as he/she deems advisable, and may fill any vacancies in any special committee. Unless the Executive Committee otherwise directs, all special committees shall have the powers specified in Article V Section 7 of this Constitution and By Laws.

ARTICLE VII: Contracts, Checks, Bank Accounts and Investments

Section 1. Checks. Notes and Contracts. The Executive Committee is authorized to select such depositories as it shall deem proper for the funds of the Society and shall determine who shall be authorized in the Society’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

Section 2. Investments. The funds of this Society may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Executive Committee in its discretion may deem desirable.

ARTICLE VIII: Office and Books

Section 1. Office. The office of the Society shall be located at such place as the Executive Committee may from time to time determine.

Section 2. Books. There shall be kept at the office of the Society correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of this Constitution and By Laws, and all minutes of the meetings of the members and of the Executive Committee.

ARTICLE IX: Corporate Seal

The seal of the Society shall be circular in form and shall bear the name of the Society and words and figures showing that it was incorporated in the State of New York and the year of incorporation.

ARTICLE X: Fiscal Year

The fiscal year of the Society shall run from December 1 to November 30.

ARTICLE XI: Indemnification

The Society may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made a party to any action or proceeding by reason of the fact that he/ she, his/her testator or intestate was a member of the Executive Committee or any other committee of the Society, or an officer, employee or agent of the Society, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees.

ARTICLE XII: Amendments

This Constitution and By Laws may be amended in the following manner: A proposed amendment supported by a written petition signed by at least ten members of the Society shall be submitted to the secretary-treasurer for action by the Executive Committee.  If the Executive Committee approves the amendment, it will be submitted by email to the members of the Society for approval.  If the Executive Committee does not approve the proposal, it will be an agenda item at the next annual meeting. If approved by a majority at the annual meeting, it will be submitted by email to the members of the Society for approval. Final approval of the amendment shall be by a two-thirds majority of all votes cast.