| 1. Name of the Society |
1. Name of the Society |
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1.1. The name of the society shall be “EPISCOPUS: Society for the Study of Bishops and Secular Clergy in the Middle Ages”, which may be rendered either “The EPISCOPUS Society” or “EPISCOPUS” when a shorter form is desired. |
This had never been filled out in the Bylaws, and existed only as an empty heading. |
| 2. Object of the Society |
2. Object of the Society |
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2.2. The object of the Society shall be to encourage scholarly engagement in the study of bishops and secular clergy in the medieval world, using expansive definitions of those terms as to both time and space. The Society’s principal activities aim at building scholarly networks through organizing and co-organizing conferences and conference sessions, as well as communicating news of interest through its official email and social media accounts. |
This had never been filled out in the Bylaws, and existed only as an empty heading. |
| 3. Membership of the Society |
3. Membership of the Society |
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3.1. Membership is open to any person interested in following or furthering the Society’s work. Persons who wish to become Members may sign up at any time by completing an online form through the Society’s webpage. In the event of difficulties with that system, a prospective Member may contact one or more Officers of the Society to request to be added to the Membership. Scholars presenting at conferences and sessions organized by the Society are invited but shall not be required to become Members in order to present. |
This had never been filled out in the Bylaws, and existed only as an empty heading. |
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3.2. By default, the term of Membership is for life, without any need for renewal. When a Member has died, any person who knows of the event is invited to inform any Officer or Councilor so the late Member’s name can be removed from the rolls. Any Member wishing to withdraw from Membership may contact the President or another Officer of Council to request such a withdrawal. |
This had never been filled out in the Bylaws. |
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3.3. In the event of a Member acting in a manner that compromises the work of the Society or tends to bring the Society into unjust disrepute, said Member may be removed from the rolls at any time by a three-quarters vote of the full Council. Once removed in this manner, a former Member shall only be readmitted to Membership in the Society by a three-quarters vote of the full Council. Except in cases where the Council determines that its vote for removal proceeded under inadequate or misleading information, a vote for readmission to Membership shall not take place before the elapse of one full year from the vote to revoke the Membership, and may at the Council’s discretion require assurances of good conduct thenceforth. |
This had never been filled out in the Bylaws. While it is hoped that the Society shall never need to invoke any clause ejecting a Member, it is appropriate to have such clauses to maintain good order. |
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3.4. Council shall designate one or more of its members, or some other suitable member of the Society, as administrator of each of its social media accounts. The administrator of each account shall be authorized to establish and publish policies for public participation in or engagement with the Society’s account in that medium and shall have discretion to remove posts or block engagement from other users and accounts where they are deemed to be offensive, inappropriate, or otherwise in violation of the policies of the Society’s account or deleterious to the aims of the Society. |
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| 4. Officers of the Society |
4. Officers of the Society |
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| 4.1. The Officers of the Society are the President, Vice President, Secretary, and Communications Officer. All four officers, if not already members of the Council, immediately become members ex officio on taking office. |
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| 4.2. Upon a vacancy in the Vice Presidency, the Vice President will be elected for one three-year term by the Council at the May Council meeting. Outgoing Councilors will place in nomination a new Councilor for the vote of the Council. |
2. Upon a vacancy in the Vice Presidency, the Vice President will be elected for one three-year term by the Council at the May Council meeting. |
The deleted clause is being moved to heading 5 below. |
| 4.3. Upon a vacancy in the Presidency, the Vice President will vacate that office to become President, and will serve for a three-year term. |
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| 4.3.1. The President so elected shall have powers appropriate to the duties of the office, subject to the provisions in these By-laws. |
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| 4.3.2. On completing a term of office, the President may remain a member of the Council for an additional three-year term, under the title of Immediate-past President. |
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4.3.3. Where the Presidency and Vice Presidency are both vacant at the same time, or if the Vice President is unwilling or unable to accept the Presidency, the Council shall elect a new President from among current or former members of Council. |
There was previously no provision for either of these situations, which would have made it impossible to elect a new President. |
| 4.4. The Communications Officer shall serve a three-year term, subject to renewal, upon election by the Council. |
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| 4.4.1. The Communications Officer will maintain the Society’s website. |
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| 4.4.2. The Communications Officer shall maintain a database of the membership and membership addresses. |
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| 4.5. The Secretary shall serve a five-year term, subject to renewal, upon election by the Council. |
4.5. The Secretary shall serve a three-year term, subject to renewal, upon election by the Council. |
Experience has shown that a five-year term is too much to expect from any individual. It was also the longest term of any position. |
| 4.5.1. The Secretary shall be responsible for the Society’s correspondence, any financial records and budget, and is secretary to the Council, subject to the authority of the Council. |
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| 4.5.6. Any officer may be terminated by a three-quarter vote of the full Council. |
4.5.6. Any officer may be terminated by a three-quarter vote of the full Council. that officer not being counted among the voting body. |
Previously, an officer being considered for termination would have been eligible to cast a ballot on that termination. The appropriate position for an officer being considered for termination should be analagous to a defendant, not to a member of the jury. |
| 5. Council of the Society |
5. Council of the Society |
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| 5.1. The Council consists of all Officers and three elected Councilors. |
5.1. The Council consists of all Officers, the Immediate Past President, and up to six elected Councilors. |
The Immediate Past President was not included as a member of Council in this line but was included elsewhere in the By-laws. The number of elected Councilors is subject to fluctuation, with the maximum number proposed to be higher than three. |
| 5.1.1. It shall have as voting members all Officers and Councilors of the Society. |
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| 5.1.2. The Council shall be fully empowered to act for the Society, under the convening powers and rules set forth in these By-laws. |
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| 5.2. Vacancies among Councilors shall be filled by the Council from among the members of the Society. |
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| 5.2.1. The term of each Councilor shall be three years and the terms shall be staggered so that one Councilor rotates off every year, and one new Councilor is elected. |
5.2.1. The term of each Councilor shall be three years and the terms shall be staggered so that one or two Councilors rotate off every year, and one or two new Councilors are elected. |
It is desirable for a larger number of Councilors to serve the Society. Some Councilors are elected but never serve in a meaningful way thereafter, which risks dropping the number of active Council members below a quorum. The Councilors should also form a drawing pool for the Officers, and at present there are not enough to do so. Finally, it is recommended that each year a pair of new Councilors be elected, one from North America and one from elsewhere in the world. |
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5.2.2. Outgoing Councilors will place in nomination one or more candidates for Councilor for the vote of the Council, though other candidates may be considered as well. |
Note: this is moved here from 4.2 above and includes proposed additions. See immediately above for rationale. |
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5.2.3. Any Councilor may be terminated by a three-quarter vote of the full Council (that Councilor not being counted in the voting body). |
This extends the provisions of 4.5.6 above to elected Councilors. Previously there was no mechanism for their removal. |
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5.2.4 When one of the three Councilor positions becomes vacant partway through the three-year term, whether by the Councilor advancing to an Officer position, or by the Councilor’s resignation, death, or termination, or by any other means, the Council may elect a new Councilor to fill the vacant position for the remainder of the term. A Councilor filling such an unexpired term may be considered for reelection to the same position at the end of the initial term. |
There was previously no mechanism to allow a new Councilor to be elected upon a mid-term vacancy. |
| 5.3. The business of the Society shall be conducted by the Council of the Society, which has these powers: |
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| 5.3.1. Election of Officers and Councilors; |
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| 5.3.2. Establishment of dues and membership classes; |
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| 5.3.3. Establishment and appointment or provision for elections of any standing and ad hoc committees; |
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| 5.3.4. Overall responsibility for the Society’s financial matters; |
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| 5.3.5. Planning of conferences, sessions and publications sponsored by the Society; |
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| 5.3.6. Establishment of prizes and the rules of competition governing their award; |
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| 5.3.7. Conclusion of agreements with governmental and corporate bodies and individuals in furtherance of the object of the Society; |
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| 5.3.8. Exercise of such powers not enumerated here or restricted elsewhere in these By-laws, as are necessary for the proper carrying out of the objectives of the Society. |
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| 5.4. Any bank accounts and any moneys invested shall be kept in the name of the Society. |
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| 5.4.1. All property of the Society shall be vested in the Council for the time being, on behalf of the members, and every member who shall for any cause whatever cease to be a member of the Society shall thereupon absolutely forfeit all interest in the property of the Society. |
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| 5.4.2. The Council may appoint one or more persons or institutions (who need notbe members of the Society), on such terms as the Council may decide, to administer any property of the Society. Persons or the representative of an institution so appointed may be invited to attend Council meetings but shall not be members of the Council. However, if, such an appointee is already a member of the Society, then that appointee is not excluded from election as a member of the Council. |
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| 6. Meeting of the Council |
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| 6.1. The Council will normally meet once a year, at the International Congress of Medieval Studies at Kalamazoo, Michigan. |
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| 6.1.1. The annual meeting at the Society’s Conference will deal with the following matters: |
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| 6.1.1.1. elections of officers and Councilors; |
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| 6.1.1.2. future annual conference programs and participation in other professional meetings and conferences; |
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| 6.1.1.3. reports by officers concerning their responsibilities. |
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| 6.1.2. A quorum for this meeting is five, of whom one must be the President, Vice President, or person specifically appointed by the President to represent him or her. |
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| 6.1.3. Between the meetings of the Council, the Council can hold virtual meetings via e-mail when action is deemed necessary. A quorum for this meeting is five, of whom one must be the President, Vice-president or person specifically appointed by the President to represent him or her. |
6.1.3. Between the meetings of the Council, the Council can hold virtual meetings via e-mail or other electronic media when action is deemed necessary. A quorum for this meeting is five, of whom one must be the President, Vice-president or person specifically appointed by the President to represent him or her. |
This allows the use of Zoom, Skype, TEAMS, or other media not yet developed. |
| 6.2. The President shall determine the conduct and duration of the virtual meeting. In case of the President’s incapacity, the Vice President will take on this role. |
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| 6.3. All newly elected Officers and Councilors, except the President, shall take office at the main annual Council meeting. |
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| 6.4. The President presides over the meeting of the Council; if absent, Vice President shall preside; if she or he is absent, by a Councilor elected by the Councilors present. |
6.4. The President presides over the meeting of the Council; if the President is absent, Vice President shall preside; if both President and Vice President are absent, a Councilor elected by the Councilors present shall preside. |
In the event of the P and VP both being absent, or both positions being vacant, this allows the Council to proceed with necessary business. |
| 6.5. A simple majority shall decide all questions placed before the Council, except for the dismissal of an Officer. (See Section 4, E, above.) |
6.5. A simple majority shall decide all questions placed before the Council, except for the dismissal of an Officer or Councilor or the removal of a Member. (See Sections 3.3, 4.6, and 5.2 above.) |
Extends clarification for process for removal of Councilor or Member. |
| 7. Conference and Sponsored Sessions |
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| 7.1. The Society may hold an annual conference, and it may sponsor annual sessions at Conferences organized by other societies. |
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| 7.2. The Council shall determine the theme of any conference it holds as well as plenary speakers and location. |
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| 7.3. Detailed planning of the conference and sponsored sessions may be delegated by the Council to a Program Committee appointed by the Council. |
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| 7.3.1. The Program Committee is responsible to and must report to the Council. |
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| 8. Parliamentary Authority of the Society |
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| 8.1. Except where these By-laws provide explicit Rules of Order, Nomination and Election, the business of the Council shall be conducted under Robert’s Rules of Order, Revised. |
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| 9. Amendment of the By-laws of the Society |
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| 9.1. These By-laws may, on the motion of the Council, be amended by simple majority vote of the members in good standing present and voting at a session established for this purpose: the General Meeting at the annual Council Meeting, but only when notice of the intention to amend and the form of proposed amendments shall have been sent to members of the Society by the Secretary not less than thirty (30) days before the General Meeting. Amendments proposed from the floor at General Meetings and endorsed by a simple majority of those voting there shall be submitted to the full membership of the Society and shall be deemed adopted if supported by a simple majority of members voting on a mail ballot or through an online poll. |
9.1. These By-laws may, on the motion of the Council, be amended by simple majority vote of the members in good standing present and voting at a session established for this purpose: the General Meeting at the annual Council Meeting, but only when notice of the intention to amend and the form of proposed amendments shall have been sent to members of the Society by the Secretary not less than thirty (30) days before the General Meeting. Amendments proposed from the floor at General Meetings and endorsed by a simple majority of those voting there shall be submitted to the full membership of the Society and shall be deemed adopted if supported by a simple majority of votes by members in good standing voting on a mail ballot or through an online poll. |
Clarifies an ambiguity: not previously clear whether this required a majority of votes cast or a majority of the entire membership of the Society. |
| 9.2. Amendments may be proposed from the floor of such a special session at General Meeting convened (1) by the Council for the proposal of amendments, or (2) requested by petition of ten percent of the members in good standing. Such proposed amendments endorsed by a simple majority of the members in good standing and voting shall be submitted to the full membership of the Society for a mail ballot or through an online poll conducted by the Secretary according to a time-table established by the Council. Amendments shall be deemed adopted if approved by a simple majority of members in good standing. |
9.2. Amendments may be proposed from the floor of such a special session at General Meeting convened (1) by the Council for the proposal of amendments, or (2) requested by petition of ten percent of the members in good standing. Such proposed amendments endorsed by a simple majority of the members in good standing and voting at that session shall be submitted to the full membership of the Society for a mail ballot or through an online poll conducted by the Secretary according to a time-table established by the Council. Amendments shall be deemed adopted if approved by a simple majority of votes from members in good standing. |
Similar clarification to previous clause |
| 9.3. After adoption, this constitution shall be printed on the Society’s website. |
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| 10. Dissolution of the Society |
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| 10.1. The Society may be dissolved by a resolution passed by a two-thirds majority of those present and voting at a General Meeting convened for that purpose for which thirty (30) days’ notice shall be given to all members. In the event of the Society’s dissolution, all its remaining assets, after the settlement of all liabilities, shall be given or transferred to such registered charity or charities established for similar charitable purposes as the general meeting shall resolve by a majority of those present and voting and, if so far as effect cannot be given to the aforesaid provision, then to some other charitable object. |
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