CONSTITUTION

The Renaissance Society of America

Ratified 24 March 2012

Last amended 6 April 2013

ARTICLE I. Name

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 Executive Board of the Society (the "Board”) deems appropriate.

ARTICLE III. Members

Section 1. Membership Categories

A. 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.

B. 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%) 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.

B. 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 web site.

Section 5. Quorum, Adjournments of Meetings

At all meetings of the Members, ten percent (10%) 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.

Section 6. 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.

Section 8. 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 Duties

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 learned societies.

B. 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

A. All Directors must be current Members of the Society.

B. The Board is composed of the following Directors, for a total that shall number from 17 to 19.

1. 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.

2. 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.

C. 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.

D. All Officers other than Vice President, President, and Past President shall serve three-year terms. In addition, with respect to such other Officers:

1. 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.

2. The other Officers may be reappointed once, that is, for a total of two terms.

3. The Executive Director’s term shall begin July 1 and run through June 30.

4. 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.

E. 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.

F. 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.

G. No individual may hold more than one position on the Board at the same time.

H. Vacancies:

1. 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.

2. 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.

I. 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.

J. The Board shall adopt and maintain a conflicts of interest policy.

K. 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.

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Section 3. Meetings

A. 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.

B. 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.

C. 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.

D. All Directors shall have voting rights, including Directors serving in an ex officio capacity.

E. 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.

F. 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 program manager, or by other persons as may be designated by the Board, with a minimum of two persons.

Section 5. ACLS Delegate

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.

Section 6. 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 the Board.

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 Board.

Section 7. Duties of Executive Board Positions

A. President and Vice President

1. 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.

2. 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 succeed himself/herself.

B. Executive Director

1. 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.

2. 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.

C. Treasurer
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 meeting. 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.

D. 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.

E. Reviews Editor of Renaissance Quarterly
The Reviews Editor is responsible for managing all aspects of the publication of reviews in Renaissance Quarterly.

F. 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.

G. 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.

1. Associate 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.

2. Constitution: 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.

3. 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.

4. 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.

5. Membership: 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.

H. Counselors
Counselors shall be senior scholars of distinction.

I. 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 the Board.

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.

Section 3. Meetings

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.

Section 4. Notices

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 the Council.

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 meeting.

Article VI. Discipline Representatives

Section 1. Disciplines

The specializations or disciplines which shall be represented are: Americas; Comparative Literature; 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; 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.

Section 2. Election

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.

Section 3. Terms

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 term.

ARTICLE VI. 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 this meeting.

Section 3. Representative to the Council

Each associate organization shall choose from among its number one member to represent it in the Council; the term of service may be fixed by that associate organization. This representative must be a Member.

Article VII. Selection Committee

Section 1. Definition

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.

Section 2. Members

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 re-elected.

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.

Section 4. 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 VIII: Indemnification and Insurance

Section 1. Indemnification. 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 legally entitled.

Section 2. Insurance. 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 1 above.

ARTICLE IX. 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 X. 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 XI. 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 XII. 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.