In accordance with changes to New York State laws governing non-profit organizations (the Nonprofit Revitalization Act of 2013), the following Bylaws were adopted by AIS membership in a unanimous vote on June 1, 2021 and revised through a unanimous vote of Council on June 2, 2021. These Bylaws replace the association's previous Constitution.
ASSOCIATION FOR IRANIAN STUDIES, INC.
A New York Not-For-Profit Corporation
1.1 Name. The name of the organization is ASSOCIATION FOR IRANIAN STUDIES, INC. (the “Society”).
1.2 Purposes. The Society is formed exclusively for the purposes set forth in the Society’s Certificate of Incorporation.
1.3 Nature and Objectives. The Society is a not-for-profit, non-political organization that pursues the following objectives:
(a) To encourage the study of all regions of the globe with a Persian or Iranian legacy, including Iran, Afghanistan, Central Asia, the Caucasus and northern India, as well as diaspora communities of Iranians in Europe and the United States.
(b)To provide opportunities in its publications and forums for the presentation of scholarly findings in Iranian Studies from different perspectives and to recognize professional distinction in the field of Iranian studies.
(c) To work to safeguard freedom of inquiry and expression for its members and other scholars in Iranian studies.
1.4 Programs. In furtherance of and consistent with the Society’s purposes, the programs of the Society shall consist of those activities deemed in the best interests of the Society from time to time by the Council and may include, without limitation:
(a) sponsorship of conferences on Iranian studies;
(b) publication of a journal titled Iranian Studies: Journal of the Association for Iranian Studies (the “Journal”);
(c) publications on the Society’s activities; and
(d) encouragement, sponsorship, and publication of research on all facets of Iranian culture and society.
2.1 Organizational Participants. The Society shall have no members as such term is defined and utilized in the New York Not-For-Profit Corporation Law.
(a) In connection with the foregoing, the Society shall have four categories of organizational participants: Regular, Student; Honorary, and Institutional. Individuals and institutions may be admitted as participants in the Society by approval of the Executive Committee, upon satisfaction of any qualifications as may be established by the Council from time to time and timely and full payment of dues as established by the Council from time to time. For the avoidance of doubt, the organizational participants and each class thereof, whether Regular, Student, Honorary, or Institutional, shall not be “members” as such term is defined and utilized in the New York Not-For-Profit Corporation Law and shall have no right to vote on those matters which require the vote of the members under the New York Not-For-Profit Corporation Law.
2.2 Definition of Organizational Participants.
(a) Individual Organizational Participants. Individual participation shall be open to persons who have demonstrated a commitment to the advancement of Iranian studies through scholarly research, teaching, doctoral work in the field, or through other appropriate accomplishments or personal interest.
(b) Student Organizational Participants. The Executive Committee may admit as Student organizational participants registered graduate and undergraduate students interested in Iranian studies who meet such qualifications as may be established by the Council.
(c) Honorary Organizational Participants. Honorary participation shall be limited to outstanding, internationally recognized scholars who have made major contributions to the field of Iranian studies. Honorary organizational participants may be proposed at the Council meeting by a voting member of the Council and shall be bestowed by the vote of a two-thirds majority of members of the Council entitled to vote thereon. Honorary organizational participants shall retain their status until their resignation or death. Honorary organizational participants shall be entitled to all rights of organizational participants but shall not pay dues. There shall not be more than eight Honorary organizational participants at any one time.
(d) Institutional Organizational Participants. The Executive Committee may admit as institutional members academic institutes, centers, departments, or foundations that engage in teaching and research on Iran.
2.3 Privileges of Organizational Participants. All organizational participants shall be entitled to attend the Business Meetings and Conferences of AIS. They shall be entitled to the society’s journal during their membership. Only Individual and Student organizational participants in good standing and Honorary organizational participants shall be eligible to serve on committees and to be officers and to serve on the Council. Only Individual and Student organizational participants will be eligible to vote on those matters expressly set forth in these By-Laws. Individual and Student organizational participants in arrears of payment of dues shall be considered not in good standing.
2.4 Dues. Other than Honorary organizational participants, all organizational participants will be required to pay such dues as may be set by the Council from time to time. The monetary amount of dues for the organizational participants shall be determined by the Council and assessed annually. Dues shall be payable as described in the most current version of the organizational participant application. Dues paid in a calendar year shall cover the period January 1 through December 31 of the calendar year in which they were paid. No dues shall be refunded to any organizational participants for any reason.
3.1 Annual Meeting. The Society shall hold one annual general meeting of the organizational participants (the “Annual General Meeting”), for such purposes as the Council may determine, on such date and at such time and in such manner (whether via videoconference or other remote communication means or in person, at such place designated by the Council) as the Council may determine.
(a) The Annual General Meeting shall consist of the annual meeting of the Council, followed by a Business Meeting that is open to all organizational participants and their guests. Notice as to the time and place of these meetings shall be given within fifteen (15) days before the meeting but no more than sixty (60) days before the meeting.
(b) The Business Meeting shall be presided by the President or the President-Elect. In the event that neither of these officers is available, the Council shall select one its members to preside. The annual meeting of the Council shall be presided by the President.
(d) There shall be a quorum for the Business Meeting of 20 organizational participants in good standing. In the absence of a quorum, the Meeting may be held, but no votes may be taken.
(e) At the annual meeting of the Council and the Business Meeting, the Executive Director or the President (as determined by the Council), Treasurer, and Editor-in-Chief will each present an annual report. The Treasurer report shall be verified by the President and Treasurer or by a majority of Council members, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Council, showing in appropriate detail the following and such other matters as may from time to time be required by the Not-For-Profit Corporation Law:
(i) The assets and liabilities of the Society as of the end of a twelve month fiscal period terminating not more than six months prior to said meeting.
(ii) The principal changes in assets and liabilities, including trust funds, during such fiscal period.
(iii) The revenue or receipts of the Society, both unrestricted and restricted to particular purposes, for such fiscal period.
(iv) The expenses or disbursements of the Society, for both general and restricted purposes, during such fiscal period.
This annual report shall be filed with the records of the Society and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of the Council.
3.2 Resolutions. Resolutions are proposed revisions to the Society’s policies, bylaws, or other requests to the Council. Organizational participants can submit Resolutions to the Executive Director no later than two weeks prior to the Business Meeting in order for them to be considered by the Council. Resolutions must be signed by at least one-tenth of organizational participants, must not be more than 300 words in length including background material, and must deal with a matter concerning the objectives of the Society, as described in Article I section 1.3 or revisions to the bylaws. At the Council Meeting, a vote shall be taken to determine if the resolutions should be sent to the organizational participants for a vote. A majority of Council Members who are entitled to vote shall be required to pass such a resolution. Resolutions passed in such a way shall be submitted to the organizational participants for a vote at the Business Meeting or electronically. Resolutions submitted to the organizational participants and approved by the organizational participants shall be resubmitted to the Council for its consideration and the Council shall vote on whether to adopt the proposed revisions or address the requests set forth in such Resolutions, as stated therein or as modified in the Council’s sole and exclusive discretion, provided that any resolution regarding changes to the bylaws must be approved in accordance with Section 10.1. Any Resolutions submitted to the organizational participants but not approved by the organizational participants shall not be resubmitted to the Council, but may be renewed by the organizational participants in accordance with this Section 3.2.
3.3 Voting. Each organizational participant who is an Individual organizational participant or a Student organizational participant and of good standing is entitled to one vote on those matters expressly set forth in these By-Laws. The manner of voting on any matter may be by voice, ballot, mail, or any other reasonable means. Eligible organizational participants shall not be able to vote by proxy.
3.4 Liability. Organizational Participants shall not be personally liable for the debts, liabilities or obligations of the Society.
4.1 Powers and Number
(a) The Council shall be the governing body of the Society and have general charge and supervision of its business and interests subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein.
(b) The number of voting members of the Council shall be eleven (11) voting members. No decrease in the number of Council members will shorten the term of any incumbent Council member. Voting members of the Council shall include (i) three (3) ex-officio members: the President, the President-Elect or the immediate past President, and the Editor-in-Chief, and (ii) eight (8) elected members, consisting of six (6) Individual Council Members and two (2) Student Council Members. Individual Council Members shall be selected from the Individual organizational participants in good standing and the Student Council Members shall be elected from the Student organizational participants in good standing. The Executive Director and Treasurer shall be ex-officio, non-voting members of the Council.
(c) As used in these By-laws, the term “Entire Council” is the equivalent of the “entire Board” under the New York Not-For-Profit Corporation Law and means the total number of members of the Council entitled to vote that the Society would have if there were no vacancies. As such, the “Entire Council” consists of eleven (11) members. For the avoidance of doubt, the “Entire Council” shall not include the Executive Director and Treasurer.
(d) As used in these By-laws, the phrase “Council member” has the same meaning as the word “director” in the New York Not-For-Profit Corporation Law. As used in these By-laws, the Council shall be deemed the “board” or “board of directors” of the Society, as such phrase is defined and utilized in the New York Not-For-Profit Corporation Law.
4.2 Election and Terms of Office. The procedures and rules set forth in this Section 4.2 shall apply to the election of Council members other than ex-officio Council members, and any such election shall also be subject to any policies and procedures adopted by the Council from time to time.
(a) Individual Council Members shall be elected by the Council at the annual meeting of the Council for three-year terms. Student Council Members shall be elected by the Council at the annual meeting of the Council for two-year terms. The terms of office begin on December 1, after the fall Business Meeting following their election.
(b) Elections for Council shall be staggered so that two Individual Council Members and one Student Council Member are elected every year.
(c) The Nominating Committee in the manner set forth in Section 5.4 shall solicit nominations from organizational participants in good standing for those seats on the Council which are vacant or for which the term is expiring on November 30 of that year.
(d) Council members shall serve no more than two consecutive terms. The term served by a Council member elected between annual meetings of the Council to fill a vacancy or newly created Council memberships in accordance with Section 4.4 shall not count toward this term limitation.
4.3 Composition and Qualifications. Each Council member shall be at least 18 years of age, shall be an organizational participant in the Society in good standing, and shall have such other qualifications as may be determined by the Council from time to time. The composition of Council shall adhere to the Society’s diversity and inclusiveness guidelines.
4.4 Vacancies. Vacancies occurring for any reason, including any vacancy occurring by reason of the death, resignation, or removal of a Council member, may be filled at any meeting of the Council by the vote of the majority of the Council members then in office, although less than a quorum, or by a sole remaining Council member. Each Council member elected pursuant to this Section 3.4 shall serve the remainder of the vacating member’s term.
4.5 Removal. Any Council member may be removed at any time for cause at a regular or special meeting called for that purpose by a majority of the Entire Council.
4.6 Resignation. Any Council member may resign from the Council at any time by giving written notice to the Council, the President, or the Executive Director of the Society. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Council or such officer. The acceptance of such resignation shall not be necessary to make it effective. No resignations shall discharge any accrued obligation or duty of a Council member.
4.7 Regular Meetings and Special Meetings. Regular meetings of the Council may be held at such time and place as shall be determined by the Council or the President. Special meetings of the Council may be held at any time upon the call of the President or as determined by the Council in each case at such time and place as shall be fixed by the person or persons calling the meeting, as specified in the notice thereof. Only the Council meeting at the Annual General Meeting need be held in person. All other meetings may be held by remote communication as laid out in section 4.11.
4.8 Notice of Meetings.
(a) Regular meetings of the Council shall be held on notice as prescribed by the Council, provided that if the Council has fixed the time and place of regular meetings, no notice is required. Notice of each annual, regular (if required), and special meeting may be sent by mail, telephone, facsimile transmission, telegraph, courier service, electronic mail or hand delivery, directed to each Council member at his or her address or contact information as it appears on the records of the Society. Such notice shall state the time and place where the meeting is to be held and to the extent possible, the purpose(s) for which the meeting is called.
(b) If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the mail. If sent by facsimile or mailed electronically, notice is given when directed to the Council member’s fax number or electronic mail address as it appears in the records of the Society or such other fax number or electronic mail address designated in writing by the Council member to the Executive Director. Notwithstanding the foregoing, a notice shall not be deemed to have been given electronically (1) if the Society is unable to deliver two consecutive notices to the Council member by facsimile or electronic mail; or (2) the Society otherwise becomes aware that notice cannot be delivered to the Council member by facsimile or electronic mail. Notice of any regular meeting for which the time and place is not fixed by the Council must be given to each Council member not less than three (3) days before such meeting. Notice of a special meeting of the Council must be given to each Council member not less than three (3) days before such meeting, provided, however, that notice of special meetings to discuss matters requiring prompt action may be given no less than forty-eight hours before the time at which such meeting is to be held if given personally, by telephone, by facsimile transmission or by electronic mail, unless the meeting relates to an emergency which must be resolved within forty-eight hours, in which case notice shall be given as promptly as possible.
(c) Notice of a regular or special meeting need not be given to a Council member who submits a signed waiver of notice before or at the meeting’s commencement, or who attends the meeting without protesting (not later than the commencement of the meeting) the lack of notice to him or her. A signed waiver of notice may be in writing or electronic. If written, the waiver must be executed by the Council member signing such waiver or causing his or her signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Council member.
4.9 Quorum. At each meeting of the Council, the presence of a majority of the Entire Council shall constitute a quorum for the transaction of business or any specified item of business. For the avoidance of doubt, the Executive Director and Treasurer shall not count toward or against the establishment of a quorum at any meeting of the Council. If a quorum is not present at any meeting of the Council, a majority of the Council members present may adjourn the meeting to another time without notice other than by announcement at the meeting, until such a quorum is present, except that notice of such adjournment shall be given to any Council members who were not present at the time of the adjournment. Council members who are present at a meeting but not present at the time of a vote due to a conflict of interest or related party transaction in accordance with Article VIII shall be determined to be present at the time of the vote for purposes of this section.
4.10 Voting. Except as otherwise provided by statute or these By-laws, the vote of a majority of the Council members present at the time of a vote, if a quorum is present at such time, shall be the act of the Council.
4.11 Meeting by Remote Communication. Any one or more members of the Council or any committee thereof may participate in a meeting of the Council or such committee by means of a conference telephone, video conference, or similar communications equipment. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each Council member can participate in all matters before the Council, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Council or committee.
4.12 Action Without a Meeting. Any action required or permitted to be taken by the Council or any committee thereof may be taken without a meeting if all members of the Council or committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the Council member signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Council member. The resolution and written consents thereto by the members of the Council or such committee shall be filed with the minutes of the proceedings of the Council or such committee.
4.13 Compensation. No compensation shall be paid to any Council Member for services as a Council Member except when authorized by a two-third majority of the Entire Council, and only when so authorized and in accordance with Article VIII of these By-laws.
5.1 Committees of the Council. The Council, by resolution or resolutions adopted by a majority of the Entire Council, may designate from among its members Committees of the Council as it may deem advisable. The Council shall appoint the members of each Committee of the Council, and the President shall appoint each committee President from among the committee members appointed by the Council, with input from the Council. Each such Committee of the Council will consist of three (3) or more Council members, and all members of Committees of the Council must be Council members. Each Committee of the Council will serve at the pleasure of the Council and will have authority to act on behalf of the Council and to bind the Society, to the extent provided in the resolution establishing the committee.
5.2 Committees of the Corporation. In addition to Committees of the Council, the Council may create Committees of the Corporation to serve at the pleasure of the Council and to perform tasks assigned by the Council. Except as otherwise provided, the President shall, with the approval of the Executive Committee, appoint all committees of the Society and its presiding president. Persons other than Council members may be members of Committees of the Corporation. Committees of the Corporation have no authority to act on behalf of the Council or to bind the Society.
5.3 Executive Committee. The Executive Committee shall include the President, President-Elect or immediate-Past President, Executive Director, Treasurer, and the Editor-in-Chief of the Society’s publication(s). The President of the Society shall preside over the Executive Committee. If all members of the Executive Committee are also Council members, then the Executive Committee shall be a Committee of the Council and have the full authority to act on behalf of the Council and to bind the Council or Society between meetings of the Council, except it shall have no such authority over the matters set forth in Section 5.5 or the approval of budgets. If one or more members of the Executive Committee is not also a Council member, then the Executive Committee shall be a Committee of the Corporation and have no authority to act on behalf of the Council or to bind the Council or Society between meetings of the Council. The Executive Committee shall convene at the discretion of the President, and they shall report the Executive Committee’s actions to the Council in a timely fashion. The Executive Committee shall meet, physically or electronically, at least once between Annual General Meetings.
5.4 Nominating Committee. The Nominating Committee shall be a Committee of the Corporation and appointed annually. The Nominating Committee shall be constituted by two (2) organizational participants appointed by the Council and two (2) organizational participant volunteers from the Annual General Meeting. If no volunteers present themselves at the Annual General Meeting, the President shall appoint the remaining two (2) committee members.
(a) The Nominating Committee shall formulate a list of candidates among the organizational participants in good standing for those seats on the Council which are vacant or for which the term is expiring. Each year the Nominating Committee shall decide upon four candidates for two Individual Council Member positions and two candidates for one Student Council Member position. Every other year the Nominating Committee shall decide upon two candidates for the position of President-Elect.
(b) In preparing a list of candidates for Council, the Nominating Committee shall keep in mind the desirability of having representation on the Council from different parts of the world and of scholars representing different disciplines.
(c) The procedure for administering the nomination process shall be determined by the Nominating Committee. The Nominating Committee shall collect all nominations and ensure that the nominees, if elected, will satisfy the Council composition and qualification requirements set forth in these By-Laws.
(d) On receipt and verification of all nominations, the Nominating Committee shall formulate a slate of nominees for recommendation to the Council for its consideration electronically or at the next Council meeting.
(e) For both Council and President nominations, the Nominating Committee shall adhere to the Society’s Diversity and Inclusiveness guidelines.
5.5 Restrictions on Committees. No committee of any kind shall have authority as to the following matters:
(a) The filling of vacancies in the Council or in any committee;
(b) The fixing of compensation of the Council members for serving on the Council or on any committee;
(c) The amendment or repeal of the By-laws or the adoption of new By-laws;
(d) The amendment or repeal of any resolution of the Council which by its terms shall not be so amendable or repealable;
(e) The election or removal of officers and Council members;
(f) The approval of a merger or plan of dissolution;
(g) The authorization of the sale, lease, exchange or other disposition of all or substantially all the assets of the Society; or
(h) The approval of amendments to the Certificate of Incorporation.
5.6 Qualifications, Removal & Alternate Members. All committee members must be organizational participants in the Society in good standing at the time of their election or appointment. A committee member may be removed with or without cause by the Council by majority vote. The Council may designate one (1) or more Council members as alternate members of any committee, who may replace any absent or disqualified member or members at any meeting of such committee.
5.7 Quorum and Action by Committee. Unless otherwise provided by resolution of the Council, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of a committee shall be the act of the committee. The procedures and manner of acting of any Committees of the Council and any Committees of the Corporation (including the Executive Committee, however classified), shall be subject at all times to the directions of the Council.
OFFICERS, EMPLOYEES, AND AGENTS
6.1 Officers. The officers of the Society shall consist at least of a President, President-Elect, Executive Director, Treasurer, and the Editor-in-Chief of the Society’s publication(s). The Council may from time to time with a two-thirds vote, appoint such other officers (including a Secretary, one or more Vice Presidents, and one or more Assistants) as it may determine and whose duties shall be set forth in the resolution appointing such officers, provided that any such additional officer shall not be an ex-officio member of the Council or the Executive Committee. All officers shall be chosen by the Council from slates of candidates eligible and willing to serve. One person may not hold more than one of the aforesaid offices at the same time except those of Executive Director and Treasurer.
(a) Each officer (other than the President, President-Elect, and Editor-in-Chief) shall hold office for a term of three years and until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. Upon the expiration of an individual’s term in any office, such individual may be reappointed for additional terms in the sole and exclusive discretion of the Council and subject to the procedures set forth in these By-Laws.
(b) All officers shall be subject to the supervision and direction of the Council.
(c) Each officer shall be an organizational participant in the Society in good standing.
(d) Each officer (other than the President, Editor-in-Chief, and Executive Director) shall be elected at the annual meeting of the Council at the Annual General Meeting and the election of any such officer shall also be subject to any policies and procedures adopted by the Council from time to time.
(e) Each officer may be removed, with or without cause, upon a two-thirds vote of the Council.
(f) No employee may serve as President-Elect or President of the Council or hold any other title with similar responsibilities, unless the Council approves such employee serving in such capacity by a two-thirds vote of the Entire Council and contemporaneously documents in writing the basis for the Council approval; provided however, for clarification, no such employee shall be considered an independent Council member for purposes of these By-Laws or the New York Not-For-Profit Corporation Law.
6.2 President. The President shall be a voting member of all committees ex officio unless otherwise stated, and shall serve as Chair of the Council. The President shall preside at the Annual General Meeting, the Council, and the Executive Committee. They shall have general supervision of the affairs and property of the society and over its several officers, and shall represent the Society in the public arena. They shall generally do and perform all acts incident to the office of President, and shall have such additional powers and duties as may from time to time be assigned to him or her by the Council. When authorized by the Council, the President may sign and execute, in the name of the Society, deeds, mortgages, bonds, contracts or other instruments authorized by the Council, except in cases where the signing and execution thereof shall be expressly delegated by the Council or by these By-laws to some other officer or agent of the Society. When authorized by the Council, the President shall play a key role in the planning and execution of any stand-alone Society conferences and shall be in charge of fund-raising for the Society and of writing and submitting grant proposals to granting agencies and foundations, except in cases where such tasks shall be expressly delegated by the Council to some other officer or agent of the Society. An individual shall automatically assume the office of the President for a period of two years, beginning on the first day of December in the year immediately following the year in which such individual was elected President-Elect.
6.3 President-Elect. The President-Elect, at the request of the President, or in the President’s absence or disability, shall perform all the duties of the President subject to all the restrictions upon the President. When authorized by the Council, the President-Elect may also sign and execute, in the name of the Society, deeds, mortgages, bonds, contracts or other instruments authorized by the Council, except in cases where the signing and execution thereof shall be expressly delegated by the Council or by these By-laws to some other office or agent of the Society. The President-Elect shall perform such other duties as from time to time may be assigned to him or her by the Council or the President.
A President-Elect shall be elected by the Council every other year, at the annual meeting of the Council at the Annual General Meeting. The President-Elect shall hold office in such capacity beginning immediately following the annual meeting of the Council at which such individual is elected to such office until the first day of December in the following year, at which time such individual shall automatically assume the office of President and shall hold office in such capacity for a period of two (2) years, beginning immediately following the expiration of his or her term as President-Elect.
6.4 The Executive Director. The Executive Director shall be in charge of the day-to-day business of the Society. They shall have charge of the central office of the Society. The Executive Director shall advise and assist all committees in their work. At the request of the Council, the Executive Director may present a report on the state of the Society at each Annual General Meeting. The Council shall appoint an Executive Director and shall determine the compensation of the office holder. The organization and management of the Executive Director shall be reviewed by the Council annually.
6.5 The Treasurer. The Treasurer shall review and approve the arrangements for the receipt, custody and disbursement of the Society’s funds, and for the keeping of the Society’s accounts. The Treasurer shall arrange for the annual audit, and present the auditor’s report to the Council. The Treasurer shall report the Society’s financial condition at the Annual General Meeting and shall provide at that meeting a list of all contributions received during the year. The Treasurer shall review the Society’s investment policy to the Council and shall seek to advance the interests of the Society by adding to its financial resources. The Treasurer shall present to the Council a written report on the Society’s finances no less than twice a year. The organization and management of the Treasurer shall be reviewed by the Council annually.
6.6 The Editor-in-Chief. The Editor-in-Chief of the Society journals shall edit and publish its periodical(s) with the advice and assistance of an Editorial Board, whose members they choose. They shall report on the publication(s) at the Annual General Meeting. The Editor-in-Chief shall present a written report on the publication schedule of the Society’s journal to the Council twice a year. The Editor-in-Chief is appointed by the Council and the President of the Society. They shall be chosen from a list of qualified scholars prepared by a duly constituted search committee appointed by the President at the start of the Editors last contract year. The term of the Editor-in-Chief shall be five (5) years. At least one (1) year prior to the end of the incumbent's term, the President and the Council shall appoint a Review Committee to assess the performance of the Editor-in-Chief. The Committee shall prepare and submit its evaluation to the President. If satisfactory, the President and the Council may reappoint the Editor-in-Chief for a second term. In extraordinary circumstances, with the approval of two-thirds of the Council members, an incumbent Editor-in-Chief may be appointed for a third term.
(a) The Editor-in-Chief shall must abide by the mission statement and organizational structure as set forth in the journal bylaws. The journal bylaws shall be made available on the Society’s website. The journal bylaws can be amended through majority Council vote.
6.7 Removal. Any officer other than the Editors elected or appointed by the Council may be removed at any time, with or without cause, by a vote of a majority of the Entire Council.
6.8 Resignations. Any officer may resign at any time by giving written notice to the Council. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Council. The acceptance of such resignation shall not be necessary to make it effective. For the avoidance of doubt, resignation as an officer shall not be deemed to be resignation as a Council member (except as provided in the written notice of the resigning officer), but resignation as a Council member shall be deemed to be resignation as an officer.
6.9 Vacancies. A vacancy in any office (other than the Editors) arising from any cause shall be filled for the unexpired portion of the term by the Council.
6.10 Employees and Other Agents. The Council may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall have such authority and perform such duties as the Council may from time to time determine. To the fullest extent allowed by law, the Council may delegate to any employee or agent any powers possessed by the Council and may prescribe their respective title, terms of office, authorities, and duties.
6.11 Compensation. Except as otherwise set forth in these By-laws, any officer, employee, or agent of the Society is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Society when authorized by two-thirds of the Entire Council, and only when so authorized and in accordance with Article VIII of these By-laws and any applicable policies of the Society, including, but not limited to, the Honorarium and Reimbursement Guidelines, as amended from time to time.
INDEMNIFICATION AND INSURANCE
7.1 Indemnification. The Society may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that they, his or her testator or intestate, was a Council member or officer 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) they personally gained in fact a financial profit or other advantage to which they was not legally entitled.
7.2 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 Council members and officers pursuant to Section 7.1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 7.1 above.
CONFLICT OF INTEREST POLICY
8.1 Purpose. The purpose of the Conflict of Interest policy is to protect the Society’s interest when it is contemplating entering into a Related Party Transaction, or other transaction or arrangement that might benefit the private interest of an officer, Council member, or Key Person. This policy supplements but does not replace any other applicable state and federal laws governing conflicts of interest applicable to the Society.
(a) “Affiliate” means any entity controlled by, or in control of, the Society.
(b) “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
(c) A “Conflict of Interest” shall exist (i) when an Interested Person has a Financial Interest in a proposed transaction, or (ii) with respect to all proposed Related Party Transactions.
(d) “Deciding Body” means the Council, or a committee thereof, which is responsible for overseeing the implementation of and compliance with the Society’s Conflict of Interest Policy, as required by Section 712-a and Section 715-a of the Not-For-Profit Corporation Law, as amended from time to time.
(e) “Financial Interest”: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(i) an ownership or investment interest in any entity with which the Society has a transaction or arrangement,
(ii) a Compensation arrangement with the Society or with any entity or individual with which the Society has a transaction or arrangement, or
(iii) a potential ownership or investment interest in, or Compensation arrangement with, any entity or individual with which the Society is negotiating a transaction or arrangement.
(f) “Interested Person”: An Interested Person is any (i) Related Party or (ii) any Council member, officer, Key Person or member of a committee with Council-delegated powers, who has a direct or indirect Financial Interest, or who has any other interest or relationship that could reasonably be viewed as having the potential to affect his or her decision-making judgment.
(g) “Key Person” means any person, other than a Council member or officer, whether or not an employee of the Society, who (i) has responsibilities, or exercises powers or influence over the Society as a whole similar to the responsibilities, powers, or influence of Council members and officers; (ii) manages the Society, or a segment of the Society that represents a substantial portion of the activities, assets, income or expenses of the Society; or (iii) alone or with others controls or determines a substantial portion of the Society’s capital expenditures or operating budget.
(h) “Related Party” includes: (i) any Council member, officer or Key Person of the Society or any Affiliate of the Society; (ii) any Relative of any individual described in clause (i) of this section; or (iii) any entity in which any individual described in clauses (i) and (ii) of this section has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent.
(I) “Related Party Transaction” means any transaction, agreement or any other arrangement in which a Related Party has a Financial Interest and in which the Society or any Affiliate of the Society is a participant, except that a transaction shall not be a Related Party Transaction if: (i) the transaction or the Related Party’s Financial Interest in the transaction is de minimis; (ii) the transaction would not customarily be reviewed by the Council or Councils of similar organizations in the ordinary course of business and is available to others on the same or similar terms; or (iii) the transaction constitutes a benefit provided to a Related Party solely as a member of a class of the beneficiaries that the Society intends to benefit as part of the accomplishment of its mission which benefit is available to all similarly situated members of the same class on the same terms.
(j) “Relative” means an individual’s (i) spouse or domestic partner as defined in section twenty-nine hundred ninety-four-a of the public health law; (ii) ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren; or (iii) the spouse or domestic partner of such individual’s brothers, sisters, children, grandchildren, and great-grandchildren.
(a) Duty to Disclose. In connection with any actual or possible Conflict of Interest, an Interested Person must disclose the existence of the financial or other interest and be given the opportunity to disclose all material facts to the Deciding Body.
(b) Determining Whether a Conflict of Interest Exists. After disclosure of the interest and all material facts, and after any discussion with the Interested Person, they will leave the Deciding Body’s meeting while the determination of a Conflict of Interest is discussed and voted upon. The remaining Deciding Body Members will decide if a Conflict of Interest exists.
(c) Procedures for Addressing the Conflict of Interest. The Deciding Body will determine by a majority vote of the disinterested Council members whether the transaction or arrangement is fair, reasonable and in the Society’s best interest. In conformity with the above determination it will make its decision as to whether to enter into the transaction or arrangement.
(d) Additional Procedures for Addressing Certain Conflicts of Interest. The Society shall not enter into a Related Party Transaction unless the transaction is determined by the Deciding Body to be fair, reasonable and in the Society’s best interest at the time of such determination. Any Council member, officer, or Key Person who has an interest in a Related Party Transaction shall disclose in good faith to the Deciding Body the material facts concerning such interest.
(e) No Improper Attempts to Influence Vote. The Interested Person with the Conflict of Interest is prohibited from making any attempt to influence improperly the deliberation or voting on the matter giving rise to the Conflict of Interest.
(f) Violations of the Conflicts of Interest Policy. If the Deciding Body has reasonable cause to believe that an individual has failed to disclose actual or possible Conflicts of Interest, it will inform the individual of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose. If, after hearing the individual’s response and after making further investigation as warranted by the circumstances, the Deciding Body determines the individual has failed to disclose an actual or possible Conflict of Interest, it will take appropriate disciplinary and corrective action.
8.3 Records of Proceedings. The minutes of the Deciding Body’s meeting will contain the names of persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible Conflict of Interest, the nature of the Financial Interest, any action taken to determine whether a Conflict of Interest was present, the Deciding Body’s decision as to whether a Conflict of Interest in fact existed, the names of persons who were present for discussions, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
8.4 Compensation. Any person (or family member of such person) who receives Compensation or other payment, directly or indirectly, from the Society is precluded from voting on matters pertaining to his/her Compensation or other payment. Notwithstanding the previous sentence, no Council member will be prohibited from deliberating or voting concerning Compensation for service on the Council that is to be made available or provided to all Council members of the Society on the same or substantially similar terms. Council members who receive Compensation, directly or indirectly, from the Society may provide information to the Deciding Body regarding Compensation.
8.5 Initial and Annual Statements. Each Council member shall initially (prior to his or her initial election) and annually thereafter complete, sign and submit to the Executive Director (or a designated compliance officer) a written statement identifying, to the best of his or her knowledge, any entity of which such Council member is an officer, Council member, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the Society has a relationship, and any transaction in which the Society is a participant and in which the Council member might have a Conflict of Interest. The Executive Director (or a designated compliance officer) shall provide a copy of all completed statements to the President of the Deciding Body.
8.6 Periodic Reviews. To ensure the Society operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Council will conduct periodic reviews, including, at a minimum, whether Compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining, and whether any partnerships, joint ventures, and arrangements with management organizations conform to the Society’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. The Society may, but need not, use outside advisors to assist it in its periodic reviews. If outside advisors are used, their use will not relieve the Council of its responsibility for ensuring periodic reviews are conducted.
9.1 Conference Participation. Individuals presenting papers to conferences sponsored by the Society must officially register at such conferences prior to making their presentations.
9.2 Audits. There shall be an annual audit of the Society’s accounts that shall be presented to the Council.
9.3 Fiscal Year. The fiscal year of the Society shall be the calendar year unless otherwise provided by the Council.
9.4 Seal. The corporate seal shall have inscribed thereon the name of the Society, the year of its organization, and the words “Corporate Seal, Not-for-Profit, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
9.5 Books and Records. The Society shall keep correct and complete books and records of the activities and transactions of the Society, including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws, the journal By-laws, and other relevant documents along with all resolutions of the Council, and all minutes of meetings of the Council and committees thereof. These documents shall be deposited by all relevant officers in the Society’s digital archive throughout their term of service and also at the end of each presidential term. The digital archive is accessible to Executive Committee members only unless determined otherwise by the Executive Committee.
9.6 Electronic Signatures. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.
10.1 Any amendment, modification, or repeal of these bylaws (including any proposed change submitted by the organizational participants pursuant to Section 3.2) must be approved by the affirmative vote of two-thirds majority of the Entire Council present at any meeting of the Council at which a quorum is present.
REFERENCE TO CERTIFICATE OF INCORPORATION
11.1 References in these By-laws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted by these By-laws. In the event of a conflict between the Certificate of Incorporation and these By-laws, the Certificate of Incorporation shall govern.