Bylaws

  1. Name of the Society

  2. Object of the Society

  3. Membership of the Society

  4. Officers of the Society
    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.
    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.
    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.
      1. The President so elected shall have powers appropriate to the duties of the office, subject to the provisions in these By-laws.
      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.
    4. The Communications Officer shall serve a three-year term, subject to renewal, upon election by the Council.
      1. The Communications Officer will maintain the Society’s website.
      2. The Communications Officer shall maintain a database of the membership and membership addresses.
    5. The Secretary shall serve a five-year term, subject to renewal, upon election by the Council.
      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.
    6. Any officer may be terminated by a three-quarter vote of the full Council.
  5. Council of the Society
    1. The Council consists of all Officers and three elected Councilors.
      1. It shall have as voting members all Officers and Councilors of the Society.
      2. The Council shall be fully empowered to act for the Society, under the convening powers and rules set forth in these By-laws.
    2. Vacancies among Councilors shall be filled by the Council from among the members of the Society.
      1. The term of each Councilor shall be three years and the terms shall be staggered so that one new Councilor rotates off every year, and one new Councilor is elected.
    3. The business of the Society shall be conducted by the Council of the Society, which has these powers:
      1. Election of Officers and Councilors;
      2. Establishment of dues and membership classes;
      3. Establishment and appointment or provision for elections of any standing and ad hoc committees;
      4. Overall responsibility for the Society’s financial matters;
      5. Planning of conferences, sessions and publications sponsored by the Society;
      6. Establishment of prizes and the rules of competition governing their award;
      7. Conclusion of agreements with governmental and corporate bodies and individuals in furtherance of the object of the Society;
      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.
    4. Any bank accounts and any moneys invested shall be kept in the name of the Society.
      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.
      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.
  6. Meeting of the Council
    1. The Council will normally meet once a year, at the International Congress of Medieval Studies at Kalamazoo, Michigan.
      1. The annual meeting at the Society’s Conference will deal with the following matters:
        1. elections of officers and Councilors;
        2. future annual conference programs and participation in other professional meetings and conferences;
        3. reports by officers concerning their responsibilities.
      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.
      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.
    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.
    3. All newly elected Officers and Councilors, except the President shall take office at the main annual Council meeting.
    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.
    5. A simple majority shall decide all questions placed before the Council, except for the dismissal of an officer. (See Section 4, E, above.)
  7. Conference and Sponsored Sessions
    1. The Society may hold an annual conference, and it may sponsor annual sessions at Conferences organized by other societies.
    2. The Council shall determine the theme of any conference it holds as well as plenary speakers and location.
    3. Detailed planning of the conference and sponsored sessions may be delegated by the Council to a Program Committee appointed by the Council.
      1. The Program Committee is responsible to and must report to the Council.
  8. Parliamentary Authority of the Society
    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.
  9. Amendment of the By-laws of the Society
    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.
    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.
    3. After adoption, this constitution shall be printed on the Society’s website.
  10. Dissolution of the Society 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.