Ratified 24 March 2012
The Renaissance Society of America
Last amended 29 March 2014
The name of this Society shall be The Renaissance Society of America. The Society shall be a corporation.
ARTICLE II. Purpose
Section 1. General Purpose
The purpose of this Society shall be the advancement of
learning in the field of Renaissance studies, and especially the promotion of
exchanges among the various fields of specialization, such as art,
architecture, bibliography and the book arts, the classical and modern literatures,
history, music, medicine, law, philosophy, religion and theology, the sciences,
and any other fields of learning that can deepen or broaden understanding of
the Renaissance period.
Section 2. Projects
It shall be the purpose of the Society to effect this
advancement of learning and these exchanges between the disciplines by
sponsoring or initiating suitable projects, both of research and of
bibliography; by publication; by assisting and encouraging discussion groups,
especially associate organizations; and, where possible, by helping to arrange
exchanges of speakers between these groups.
Section 3. National and International Scholarly Exchange
The promotion of exchanges shall not be limited to the
United States, but shall be extended to include cooperation with
individuals and groups abroad, both to increase the effectiveness of American
scholarship and to promote understanding through development of common
interests. The Society proposes, where convenient, to associate with foreign
groups and societies.
Section 4. Journal
The Society shall publish a journal, the content of
which shall be as the RSA Executive Board deems
ARTICLE III. Members
Section 1. Membership Categories
Membership in the Society
shall consist of individuals who have paid current dues. Dues categories shall
be regular, retired, student, dual, patron, and life members. Whatever the dues
category, each Member shall be considered a full Member with voting privileges.
Each Member of a dual membership may have one vote. Provision for
non-dues-paying members (honorary, corresponding, etc.) may be made in
amendments to this Constitution, but they shall not be voting Members. Annual
dues rates and provision for different dues levels based on subscription medium
(electronic-only, hard-copy, and similar) may be set and changed by the Board.
Annual membership begins with
the January 1 preceding admission. Any Member who fails to renew an annual
membership by failing to pay dues shall be considered delinquent after January
1, and shall be dropped from the membership. Reinstatement may be effected by
payment of current dues.
Section 2. Subscriptions
Each dues-paying Member of the Society shall receive
one annual subscription to any regular periodical publication issued by the Society. A dual membership receives a single subscription. Occasional and
special publications that may be issued from time to time shall be distributed
as the Board determines. A new Member shall receive periodical publications during
the calendar year in which s/he became a Member.
Section 3. Meeting
The annual meeting of the Members shall normally take
place during the Society’s annual conference or at such other time, date, and
place as may be fixed by the Board. The annual meeting’s agenda shall be set by
the Board and shall include the delivery of the annual financial report as well
as elections for new Elected Directors of the Board and the Discipline
Representatives. Special meetings shall be held whenever called by resolution
of the Board, the President, or the Executive Director, or by a written demand
to the Executive Director of ten percent (10 percent) of the Members eligible to
vote. The Executive Director, upon receipt
of such written demand or resolution, shall promptly give notice of such
meeting as provided below, or if the Executive Director fails to do so within
five business days thereafter, any Member signing such demand may give notice. Special
meetings shall take place at such time, date, and place as fixed by the Board,
the President, or Executive Director.
Section 4. Notices
A. Notice of
the time, date, and hour of any annual or special meeting of the Society shall
be mailed to each Member, if by first class or by personal delivery (including
to an electronic mail address provided by any Member) not less than ten nor
more than fifty days before the date of the meeting; if mailed by any other
class of mail, not less than thirty nor more than sixty days before the date of
the meeting. In the event that the Society has more than five hundred Members, the notice may be served in any of the publications published in the
county where the Society is located once a week for a period of three weeks
next proceeding the date of the Meeting. The record date for determining which Members receive notice and for determining which Members are entitled to vote
at the meeting shall be the day before the notice is sent unless otherwise
determined by the Board. No notice
is required to be given to any Member who waives notice, in either case in
person or by proxy, before or after the meeting, or attends the meeting in
person or by proxy.
A summary of the proceedings of
the annual meeting of the Members shall be made available to Members by
appropriate media, such as the Society website.
Quorum, Adjournments of Meetings
At all meetings of the Members, ten percent (10 percent) of
the Members, or 100 Members, whichever is less, present in person or by proxy,
shall constitute a quorum for the transaction of business. In the absence of a
quorum, the Members present in person shall adjourn the meeting from that time
until a quorum is present. Notice of the new meeting is not required if the
time and place for the new meeting is announced at the meeting at which the
adjournment is taken, and at the new meeting any business may be transacted which
might have been transacted at the meeting as originally called. If the Board
fixes a new record date for the adjourned meeting, a new notice must be sent.
Organization of Meetings
The President shall preside at all meetings of the Members or, in the absence of the President, an acting President shall be
chosen by the Members present. The Executive Director shall act as Secretary at
all meetings of the Members, but may designate a member of staff or a Member to
act as Secretary of the meeting.
Section 7. Voting
At any meeting of the Members, each Member present, in
person or by proxy, shall be entitled to one vote. Except as otherwise required
by law or this Constitution, the election of Discipline Representatives shall
be authorized by a plurality of votes cast at a meeting at which a quorum is
present in person or by proxy; and any other corporate action taken by vote of
the Members shall be authorized by the majority of votes cast at a meeting at
which a quorum is present in person or by proxy.
Every Member entitled to vote at a meeting of Members,
or to express consent or dissent without a meeting, may authorize another
voting Member or Members to act for such Member by proxy. Every proxy must be approved
by the Member or the Member’s duly authorized officer, director, employee or
agent. No proxy shall be valid after the expiration of eleven months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Member executing it, except as otherwise
provided by law. Proxies may be authorized in writing or by electronic
transmission. For the purposes of
conducting meetings, all proxies shall be delivered to the Executive Director
or, upon the absence of the Executive Director, the presiding officer appointed
to act as secretary of the meeting.
ARTICLE IV. Executive Board
Section 1. Powers and
The Society shall be governed by its Board of Directors which shall also be known
as the “Executive Board” (referred to herein as the “Board” and each member
thereof as a “Director”). The Board shall have general power to control and
manage the affairs and property of the Society subject to applicable law and in
accordance with the purposes and limitations set forth in the Certificate of
Incorporation and herein. The Board shall have authority
to undertake projects in the name of the Society and to act for the Society in
establishing relationships with other organizations or institutions when such
relationships fall within the avowed purposes of the Society. To that end,
A. The Board shall:
1. Approve any and all
publications issued in the name of The Renaissance Society of America. No part of the Society (section, conference, group, or individual) shall
be entitled to issue publications in the name of The Renaissance Society of America without formal permission of the Board.
2. Undertake or support any new publication that it considers
suitable and for which it has the funds available.
3. Sponsor projects, including projects recommended by any
committee, in new areas requiring expertise and attention. Such projects may be sponsored with other
The Board shall not have power to incur a debt
in excess of the current resources of the Society, nor shall it have the power
to commit any future resources of the Society, except insofar as contracts and
planning related to its usual professional activities, such as publications,
conferences, and awards, shall constitute such a forward commitment. The Board may accept funds for special
purposes consistent with its charitable purposes and the law, provided that the
Board has approved such purposes in consultation with the relevant committees.
Section 2. Qualifications and Terms of Office
All Directors must be current Members
of the Society.
The Board is composed of the
following Directors, for a total that shall number from 17 to 19.
Elected Directors include
Counselors, whose number may range from 4 to 6; and the Chairs of the following
committees: 1. Associate Organizations and International Cooperation;
2.Constitution; 3. Development; 4. Electronic Media; 5. Membership; 6. Research Grants.
Officers who shall serve as
Directors in an ex officio capacity: the
President; Vice President; the past President in the two years succeeding
his/her term of office; Executive Director; Treasurer; Articles Editor of Renaissance
Quarterly; Reviews Editor of Renaissance Quarterly; Chair of Publications.
The Vice-President, President,
and Past President shall serve two-year terms. Their terms shall begin and end at the
end of the annual meeting. These positions are not subject to reappointment.
All Officers other than Vice
President, President, and Past President shall serve three-year terms. In
addition, with respect to such other Officers:
The Executive Director and
Treasurer may be reappointed up to three times; that is, those officers may
serve in each position a total of four terms.
The other Officers may be
reappointed once, that is, for a total of two terms.
The Executive Director’s term
shall begin July 1 and run through June 30.
The terms of the Treasurer,
Articles Editor of Renaissance Quarterly, Reviews Editor of Renaissance
Quarterly, and the Chair of Publications shall be concurrent with the calendar
year, January 1 through December 31.
All Elected Directors shall be
divided into three classes of roughly equal number, and shall serve three-year
terms; provided that initially (i.e., after the election in 2013), one class of
Elected Directors shall serve for one year, one class for two years and one
class for three years. Terms shall begin July 1 following the election at the
annual meeting, and run through June 30. Elected Directors may be re-elected
once, that is, for a total of two terms.
Election. Elected Directors shall be nominated by the
Selection Committee in accordance with Section VII and elected by the Members. Officers shall be nominated by
the Selection Committee in accordance with Section VII and confirmed by
resolution of the Board.
No individual may hold more
than one position on the Board at the same time.
Vacancy in the Presidency for
any reason prior to the expiration of his or her term shall be filled by the
Vice President. Should vacancies occur in both offices prior to the expiration
of the terms, the Presidency shall be filled for the remainder of the term by a
member of the Board by consent of the Directors.
Vacancies in any other Officer post
on the Board for any reason prior to the expiration of the term shall be filled
by the President with the consent of the Directors. Vacancies in any Elected Director post on the
Board for any reason prior to the expiration of the term shall be filled by the
President with the consent of the majority of the Directors then in office until
the next annual meeting of the Members.
Resignation; Removal. Any
Director may resign from the Board upon written notice to the President
effective as specified therein or otherwise upon receipt of the President. Any Elected Director may be removed (i) for
cause by a vote of the Directors at a meeting upon ten days notice to the Board and provided
that there is a quorum of not less than a majority present at such meeting or
(ii) with or without cause by a vote of the Members. Any Officer may be removed with or without
cause by a vote of the Board.
The Board shall adopt and
maintain a conflicts of interest policy.
Transition. Any individuals serving on the Board as of
the date of the adoption of this amended Constitution by the Members in March
2012 are duly authorized to serve until the earlier of: (a) his or her
resignation or removal; or (b) June 30, 2013, with respect to any Elected
Director, and the expiration of his or her then-current term with respect to
any other individual. Any vacancies on
the Board occurring thereafter shall be filled as set forth herein. For
clarity, it is acknowledged that the associate RQ editors will not continue to
be ex officio officers of the Board
after the expiration of their current terms in 2012.
Section 3. Meetings
The Board shall hold meetings,
normally twice a year, once at the annual conference and once in the autumn, at
such date, time and place fixed by the Board and with notice to each Director. Other
special meetings of the Board may be called by the President or the Executive Director
as needed with notice to each Director. Notice need not specify the purpose of
any meeting. Notice may be by telephone, fax or physical or electronic mail. Directors
may waive notice by written consent and attendance at the meeting shall
constitute waiver of notice.
A quorum shall consist of five voting members
of the Board, at least one to be the President or the Executive Director, plus
one additional member for every ten board members (or fraction thereof) in
excess of fifteen. Since Article IV, Section 2(B) of the Constitution fixes the
number of Directors at 17-19 members, until such section is amended or
repealed, a quorum shall be six.
Neither proxy nor absentee
votes shall be permitted at the Board or any Board Committee meetings. Only
those who are present at the meeting, or participating in the meeting via
phone/messaging device whereby all participants can hear each other at the same
time, shall be counted for purposes of the quorum or vote.
All Directors shall have voting
rights, including Directors serving in an ex
Except as otherwise provided by
law or this Constitution, at any meeting of the Board at which a quorum is
present, the affirmative vote of a majority of the Directors present at the
time of the vote shall be the act of the Board.
Any action required or
permitted to be taken by the Board may be taken without a meeting if all
members of the Board consent in writing (which may include a written consent
delivered from an email address provided by the Director) and such consent is
filed with the minutes of the Board.
Section 4. Checks and Financial Disbursements
The Board shall designate the signers of checks and
withdrawal orders on the Society’s bank accounts and other evidence of
indebtedness, to enter into contracts or to execute and deliver other documents
and instruments. Each time a check is written by any person authorized under
such designation, notification will be received by the Executive Director and
the Associate Director, or by other persons as may be designated by the Board,
with a minimum of two persons.
The Board shall choose from among its Directors one
person to serve as the Society’s delegate to the American Council of Learned
Societies (ACLS). This delegate shall represent the Society at the ACLS annual
meeting and in other capacities as called for by ACLS.
Committees of the Executive Board
A. Standing, Special and Advisory Committees. The Board, by resolution by a majority of the
entire Board, may designate from among the Directors other Standing or Special
Committees of the Board, each of which shall serve at the pleasure of the
Board. Special committees shall mean committees that have a specific time or
event limited purpose. Each such standing or special committee shall be comprised
of three or more persons who are also Directors and each, to the extent
provided in the resolution, shall have the authority of the Board within the
limits permitted by law (including the limits set forth in Section 6(B) hereof
with respect to the power of the Executive Committee). In addition, advisory committees (or
“Committees of the Corporation”) with authority to make policy, governance or
other recommendations to the Board but without any delegated authority to act
on behalf of the Board) may be established by the Board or by the President and
may comprise three or more persons who may be Directors or otherwise. A majority of committee members shall
constitute a quorum and shall act by majority of votes cast by those present at
the time of the vote. Any action
required or permitted to be taken by any Committee may be taken without a
meeting if all members of the Committee consent in writing or by mail and such
consent is filed with the minutes of the Committee.
B. Executive Committee. There shall be an Executive Committee of
the Board consisting of the President, Vice-President, Executive Director,
Treasurer, and Past President of the Board. The Executive Committee shall be a
standing committee authorized to undertake actions on behalf of the Board at
those times when an action or decision cannot wait for a meeting of the full
Board with the exception of the following matters: (i) transactions which must
be submitted to Members for approval under the Not-for-Profit Corporation Law
of the State of New York (the “N-PCL”); (ii) the filling of vacancies in the
Board or any standing or special committee; (iii) the amendment or repeal of
this Constitution or the adoption of a new Constitution; and (iv) the amendment
or repeal of any resolution of the Board which by its terms shall not be so amendable
or repealable; and (v) the fixing of Directors’ compensation for serving on the
Board. The Executive Committee shall
keep minutes of its proceedings and present such minutes at the next meeting of
C. Finance Committee. There
shall be a Finance Committee of the Board to oversee and administer the Society’s financial goals and portfolio and the Society’s outside auditors,
internal fiscal controls and financial report. The Finance Committee shall be a
standing committee consisting of the President, Vice-President, Treasurer (as
chair), Executive Director, and Chair of Development. The Finance Committee shall keep minutes of
its proceedings and present such minutes at the next regular meeting of the
Duties of Executive Board Positions
President and Vice President
The President shall serve ex
officio as Chair and convener of meetings of the Board, the Council, and the Members.
In the absence of the President, the Vice President shall preside at such
meetings. In the absence of both, the Executive Director shall preside. The
President shall present with the Treasurer the annual financial report to the Members.
The Vice President shall be
elected to serve for two years after which he/she shall automatically become
President, in which capacity he/she shall serve for two years and shall not
The Executive Director’s duties
include the daily operations of the Society, office personnel, the operation of
the Society’s website, and contracts with outside technical consultants, such
as website managers, and printers and distributors of Society publications in
hard copy or electronic form.
The Executive Director shall
keep the minutes of all meetings of the Board or arrange for them to be kept,
and all decisions of the Board shall be recorded and the record distributed to
all members of the Board before the next regularly scheduled meeting of the
Board. He or she
shall be responsible for the giving and serving of all notices of the
Corporation and shall perform all the duties customarily incident to the office
of the Secretary.
The Treasurer shall perform the usual duties of a Treasurer and shall ensure
the keeping of adequate accounts. The Treasurer shall be responsible for
relations with the authorities who regulate nonprofit corporations. The
Treasurer shall also be responsible for preparing the annual financial report
to present to the Board and at the annual meeting of the Members. The
report may consist of a verified or certified copy of any report by the
Corporation to the Internal Revenue Service or the Attorney General of the
State of New York but in any event shall show:
(a) the assets and liabilities of the Society as of a twelve-month
fiscal period terminating not more than six months prior to the meeting; (b)
the principal changes in assets and liabilities during that fiscal period; (c)
the revenues or receipts of the Society, both unrestricted and restricted to
particular purposes during said fiscal period; and (d) the expenses or
disbursements of the Society, for both general and restricted purposes during
said fiscal period. The report shall be
filed with the records of the Society and a copy or abstract thereof entered in
the minutes of the proceedings of the Annual Meeting. The Treasurer’s report
and presentation to the Members at the annual meeting shall also include indication
of the number of Members as of the date of the report and changes in the number
of Members during the year; indication if any Directors have been indemnified during
the year; and information on any insurance with respect to Directors obtained
during the year. The Treasurer shall, at all reasonable times, exhibit the
Corporation’s books and accounts to any Director or Officer of the Corporation,
and whenever required by the Board, render a statement of the Corporation’s
accounts, and perform all duties incident to the position of Treasurer, subject
to the control of the Board.
Articles Editor of Renaissance Quarterly
The Articles Editor is responsible for managing all aspects of the
submission, evaluation, and publication of articles in Renaissance Quarterly.
Reviews Editor of Renaissance Quarterly
The Reviews Editor is responsible for managing all aspects of the
publication of reviews in Renaissance
Chair of Publications.
The Chair of Publications is
responsible for scholarly publications other than Renaissance Quarterly that
are or may be issued in the name of the Society. Editorial boards or similar
committees may be named by the chair as deemed necessary from among Members of the Society, subject to the approval of the Board. Editors of all publications
shall be approved by the Board. The Chair’s tasks may include, but are not
limited to, the identification of important out-of-print material that merits
reproduction, and the encouragement of translations and editions of Renaissance
writings in the classical languages. Publications are subject to Board approval.
Chairs of Advisory Committees
Duties of these Committee Chairs shall include preparing and filing regular
reports and proposals as necessary for the meetings of the Board and Council. Chairs
may appoint committee members chosen from RSA membership, subject to approval
by the Board. These committees shall act in an advisory capacity to the Board
and shall not take actions without the approval of the Board.
Organizations and International Cooperation: The Chair
of this committee shall be responsible for promoting the interests of associate
organizations and for facilitating their relations with each other and with the Society’s Board and Council. He/she shall negotiate association with foreign
and domestic groups and organizations, and present recommendations to the Board
and the Council.
The Chair of this committee shall be responsible for
the formulation of amendments, and shall advise the Board with regard to the
constitutional affairs of any society or group in the formation of which the Society may take part or of which it may become a member.
Development: The Chair of this committee shall represent the Society in
all dealings with individuals or foundations for the purpose of securing funds
for the projects and activities of the Society, including capital funds.
Electronic Media: The Chair of this committee shall be responsible for advising
on electronic publications and collaboration as well as promoting any activity
in the area of electronic publications. The Chair shall be the Society’s
representative to meetings of Iter. He/she shall seek ways to enhance
communication among Members of the Society and to bring information about the Society’s activities to potential members around the world. The Chair of the
Committee on Publications shall be a member of this committee.
The Chair of this committee shall be responsible for increasing the
membership of the Society.
6. Research Grants: The Chair of the committee shall be responsible for the administration and oversight of the Society’s program of research grants, including the submission and evaluation process. The Chair shall also consider possibilities for new grants, including those in partnership with other institutions, and present relevant recommendations to the Board.
Counselors: Counselors shall be senior scholars of distinction.
Officer Compensation. Any
Officer is authorized to receive a reasonable salary or other reasonable
compensation for services rendered to the Corporation when authorized by a
majority of the entire Board in accordance with the conflicts of interest policy.
ARTICLE V. Council
Section 1. Role
There shall be a Council. The Council shall have no
formal role to govern or act upon behalf of the Society and is an advisory
committee of the Society. The primary responsibilities of the Council shall be
to organize sessions for the annual society conference, to nominate and elect
from among its ranks three members of the Selection Committee, and to advise
the Board on trends and issues in scholarship and teaching, or other such matters
that may be germane to the Society. The Council shall have the primary authority
to add and subtract disciplines worthy of representation on the Council, and to
allocate the number of Discipline Representatives, subject to the consent of
Section 2. Members
A. All Council members must be current Members of the Society.
B. The Council shall consist of:
1. Discipline Representatives;
2. one representative from each associate organization;
3. members of the Board.
The Council shall meet once a year at an annual
meeting. The Board shall determine the date of the annual meeting of the
Council, which will typically be the same week as the annual meeting of the Members.
A. Notice of the annual meeting of the Council shall be
posted on the Society’s website along with other program information related to
the annual meeting.
B. The Board shall prepare the agenda for meetings of
C. All issues subject to a vote of the Council shall be
announced to the membership of the Council at least ten days before the annual
ARTICLE VI. Discipline Representatives
The specializations or disciplines which shall be
represented are: Americas; Comparative Literature; Digital Humanities; Emblems; English Literature; French Literature; Germanic Literature; Hebraica; Hispanic Literature, History; History of Art and Architecture; History of the
Book, Paleography, and Manuscript Tradition; History of Classical Tradition; History of Legal and Political Thought; History of Medicine and Science; History of Religion; Humanism; Islamic World; Italian Literature; Music; Neo-Latin Literature; Performing Arts and Theater; Philosophy; Rhetoric; Women and Gender
Studies; and such other disciplines as the Council may from time to time decide
to include. Each discipline shall have one representative, with the exception
that the disciplines of History of Art and Architecture, English Literature,
and History shall each have three representatives.
The Discipline Representatives shall be nominated by
the Board and elected for three years by a plurality vote of the Members of the Society present in person or by proxy at the meeting of such election. The Board
shall nominate, by disciplines, at least twice as many candidates as are to be
elected. Discipline Representatives may be re-elected. The Discipline
Representatives shall have no formal role to govern or act upon behalf of the Society.
A. Terms of Discipline Representatives shall be three years concurrent
with the calendar year, January 1 through December 31.
B. When a Discipline Representative cannot fill his/her term,
the Board shall call upon the person(s) who received at the last election the
next highest vote to fill the vacant post for the remainder of the unexpired
ARTICLE VII. Associate Organizations.
Section 1. Definition
Scholarly associations and
learned societies dedicated to some aspect of Renaissance Studies may choose to
become associate organizations with the Society. Associate organizations are
not Members of the Society although individuals associated with such organizations
may become Members.
Section 2. Active Standing as Organizations
Existing associate organizations shall continue to as
such so long as they remain active, that is, so long as they hold meetings at
least once in every two-year period (except where suspension of activities
is due to war or other national emergency) and send a representative to
the annual meeting of the Council at least every second year.
Section 3. New Associate Organizations
New organizations wishing to become an associate organization
may apply to the Board’s Committee on Associate Organizations and International
Cooperation for such representation. The Committee shall present the request to
the Board at its next meeting for a vote on the application. If the Board
approves, then the request shall be presented to the Council for a vote. Both
Board and Council approval are required. The new group may send one or two
observers who are Members of the Society to represent it before the Council at
Section 4. Representative to the Council
Each associate organization shall choose from among its
number one individual to represent it in the Council; the term of service may be
fixed by that associate organization. This representative must be a Member.
There shall be a Selection Committee to identify and
nominate candidates for the Board. It shall also select the Vice President
subject to the confirmation of the Board.
The Selection Committee shall consist of five Members of
the Society plus the Executive Director, who does not vote. Three of these
members shall be elected by the Council and two by the Board.
A. The Council shall choose its three members by electronic
ballot in September, prior to the October meeting of the Board, in alternate
years. Voting in this election shall be restricted to the Discipline
Representatives and Associate Organization Representatives. Members of the Board
shall not vote in this election.
B. The Board shall choose its two members in the subsequent
October meeting of the Board and shall designate one of them as the Chair of
the Selection Committee.
C. Members shall serve two-year terms. Members may be
Section 3. Selection of Vice President and Other Officers
The Selection Committee shall deliberate and select a
new Vice President every other year according to the terms of office. The
committee shall announce its selection by the end of the last January of the
term of office of the current president and vice president. The announcement
shall be made at the next annual meeting: first at the meeting of the Board;
approval by the Board of the selection is required before the new Vice
President assumes office. Thereafter the announcement shall be made at the
meeting of the Council, and finally the meeting of the Members. At the conclusion
of the annual meeting, the outgoing Vice President shall become President, and
the new Vice President shall assume office.
The Selection Committee shall also choose a slate of
recommended candidates for all expiring Officer positions other than Vice
President. This slate shall have only
one candidate per position. This slate
shall be proposed to the Board for vote in accordance with Article IV.
Candidates for Elected Board Positions
The Selection Committee shall choose a slate of
recommended candidates for all vacant Elected Director positions (whether
expiring or vacant for any other reason). This slate shall have only one candidate per
position. This slate shall be proposed to the Members for vote in accordance
with Article III.
ARTICLE IX. Indemnification and Insurance
The Society (a)
shall, to the fullest extent required or hereinafter required by law, and (b) 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, proceeding or
investigation by reason of the fact that he or she or his or her testator was a
Director, officer, employee or agent of the Society, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys’
fees. No indemnification may be made to
or on behalf of any such person if (a) his or her acts were committed in bad
faith or were the result of his or her active and deliberate dishonesty and
were material to such action or proceeding or (b) he or she personally gained
in fact a financial profit or other advantage to which he or she was not
The Society shall
have the power to purchase and maintain insurance to indemnify the Society for
any obligation which it incurs as a result of its indemnification of Directors,
officers, agents and employees pursuant to Section 1 above, or to indemnify
such persons in instances in which they may be indemnified pursuant to Section
ARTICLE X. Amendments
Any proposed changes to amend
or repeal any provision of the Constitution must be proposed to the
Constitution Committee of the Board. If
the Constitution Committee approves the proposed changes, the Constitution
Committee shall propose them to the Board. If approved by the Board in
accordance with Article IV, such changes shall then be proposed to the Members
for vote and, upon a vote of the Members in accordance with Article III, shall
be effective. This Constitution may also be alternatively changed by the Board,
upon the recommendation of the Constitution Committee of the Board and effective
upon the vote of a majority of Directors then in office. Any change so approved
and made effective by the Board, shall be communicated to the Members with a
notice of the changes made prior to the next meeting of Members in accordance
with the notice requirements of Article III and may be subsequently changed by
the Members at such meeting by a vote of the Members.
ARTICLE XI. Procedures Governing Conduct of Meetings
Robert’s Rules of Order, as presented in the edition
determined by the President or other officer presiding at any meeting, shall
govern meetings of the Members of the Society except as otherwise provided in
the Certificate of Incorporation, the Constitution or the N-PCL; and provided
that, for clarity, it is acknowledged that no act taken at a meeting by the Members of the Society shall be held to be invalid solely by reason of any
noncompliance in respect to such meeting with Robert’s Rules of Order.
ARTICLE XII. Fiscal Year; Books
The fiscal year of the Society shall be the calendar year unless otherwise determined by the Board. There shall be kept at the office of the Society correct books of account of the activities and transactions of the Society,
including the Certificate of Incorporation, a copy of this Constitution,
minutes of meetings of the Members, Board and Committees, and lists of the
names and contact information of Members.
ARTICLE XIII. Dissolution of the Society.
The Society may be dissolved only at a special meeting
called for the purpose, and in the manner prescribed by the laws of the State
of New York. Subject to compliance with the applicable provisions of such laws,
upon any such dissolution of the Society, all its property remaining after
satisfaction of all its obligations shall be distributed to 501 (c) (3)
entities, such as one or more organizations, funds, or foundations, organized
and operated exclusively for charitable, scientific, literary, or educational
purposes (no part of the net earnings of which inures to the benefit of any
private shareholder, Member, or individual, and which does not carry on propaganda
or participate or intervene in any political campaign), or to an appropriate
local, New York, or United States government agency, as the Board of the Society may elect.