(Adopted at the Second Annual Meeting of the Society held in Cincinnati on December 28, 1971)
Article I. Meetings
Section 1. Annual Meeting.
The annual meeting of members of the Society shall be at the time and place determined by the Board of Directors.
Section 2. Special Meetings.
Special meetings of the members may be called anytime by President or by the Board of Directors.
Section 3. Notice of Meetings.
Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting by mailing a copy of such notice, postage prepaid, not less than 30 days before the date of the meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Society or supplied by such member to the Society for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum.
The presence at the duly called meeting of members of thirty (30) members or the Society shall constitute a quorum for any action except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the quorum as aforesaid shall be present or be represented.
Section 5. Proxies.
At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable.
Article II. Directors and Officers
Section 1. Number.
The affairs of this Society shall be managed by a board of nine (9) directors, who need not be residents of the Commonwealth of Kentucky. The number of directors may be increased or decreased by amendment of these By-Laws as hereinafter provided, but shall not be decreased to less than three (3) in number.
Section 2. Officers.
Of the directors there shall be designated a President, a Vice-President (who shall be President-Elect and shall ascend to the office of President at the end of the term of office as Vice-President), and a Secretary-Treasurer.
Section 3. Term of Office.
The term of office of the respective officers and directors shall be as follows:
- The term of office of the director elected and designated as President shall be until the next annual meeting of the members;
- The term of office of the director elected and designated as Vice-President and President-Elect shall be until the next annual meeting of the members, at which meeting he or she shall ascend to the office of President;
- The term of office of the director elected and designated as Secretary-Treasurer shall be until the third annual meeting following his or her election;
- The term of office of the director elected and designated as Immediate Past President shall be until the next annual meeting of the members;
- [At the first annual meeting the members shall elect one additional director for a term of one (1) year and one (1) additional director for a term of two (2) years, and at each annual meeting thereafter]* the members shall elect four (4) additional directors for a term of two (2) years each and one (1) student director for a term of one (1) year. [In cases of enlargement of the Board of Directors, terms]* The terms of those directors serving for two years shall be staggered so that half of the directors shall be elected in one year and the other half in the subsequent year.
- In all events, each officer and director shall serve until his or her successor shall have been duly elected and qualified.
Section 4.Editors and Associate Editors.
The appointment of editorial positions and terms of office shall be as follows:
- The Editors of the Society’s publications shall be appointed by the Board of Directors upon recommendation of a nominating committee composed of the President, Vice-President, immediate past President and two other members of the Society as appointed by the President. The search for editorial positions shall be generally announced to the membership. Editors shall serve a five-year term, with the possibility of reappointment for a second and terminal term of five years. The Editors will be ex-officio non-voting members of the Board of Directors.
- The Board of Directors shall appoint up to six Associate Editors of the Journal of Early Christian Studies upon the recommendation of the Editor. Associate Editors shall be chosen with the aim that they represent the various fields and methods found in the work of the Society’s membership. Associate Editors shall serve for a three-year term, which may be renewed once.
Section 5. Removal and Vacancies.
Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Society. In the event of death, resignation, or removal of a director, the successor, who shall also succeed to the office of the predecessor in the event the predecessor had been elected and designated an officer, shall be selected by the remaining members of the Board and shall serve until the next annual meeting of the members.
Section 6. Right of Succession.
No officer or director shall have the right to immediately succeed him- or herself in that position, excepting only the Secretary-Treasurer who shall have the right to succeed for one additional term of three (3) years.
Section 7. Action Taken without a Meeting.
The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Article III. Nomination and Election of Directors and Officers
Section 1. Nomination.
Nomination for election to the Board of Directors and as officers shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting. The nominating committee shall make as many nominations for election to each designated office of the Board of Directors and to each position on the Board not designated as an officer as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 2. Nominating Committee.
The Nominating Committee shall consist of three members of the Association who shall be appointed by the President. Before the first annual meeting the President shall appoint one (1) member for a term of one (1) year, one (1) member for a term of two (2) years, and one (1) member for a term of three (3) years; and before each annual meeting thereafter, the President shall appoint one (1) member for a term of three (3) years. The list of nominees shall be distributed to the membership at least three (3) weeks prior to the meeting.
Section 3. Election.
Election to the Board of Directors shall take place at each annual meeting. At such election the members or their proxies may cast, in respect to each vacancy, one (1) vote. The person nominated for each position receiving a majority of the votes cast shall be elected.
Article IV. Powers, Duties, and Meetings of the Board of Directors and Officers
Section 1. In General.
The Board of Directors shall have control and management of the affairs and business of the Society, and for such purposes may adopt such rules and regulations for the conduct of their meetings and of the annual meeting as they may deem proper, not inconsistent with law or these By-Laws. The Board may elect such other officers as the affairs of the Society may require, each of whom shall hold office for such period and have such authority and perform such duties as the Board may from time to time determine.
Section 2. Duties.
The duties of the respective officers are as follows:
The President shall preside at all meetings of the Board of Directors; shall preside at the annual meeting; shall see that all orders and resolutions of the Board are carried out; shall execute any and all written instruments and documents as may be required; shall appoint a member or members to open positions on the nominating committee and publications committee; and shall appoint such other committees as deemed necessary.
Vice-President and President-Elect.
The Vice-President, who shall be the President-Elect, shall act in the place and stead of the President in the event of his or her absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him or her by the Board. The Vice-President shall be responsible for the program of the annual meeting.
The Secretary shall be empowered to perform duties in respect of the Society, which duties shall be executive in character; shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; shall serve notice of the meetings of the Board and of the meetings of the members; shall keep appropriate current records showing the members of the association and their addresses; and shall perform such other duties as may be required by the Board.
The treasurer shall receive and deposit in appropriate accounts all monies of the association and shall disburse such funds as directed by resolution of the Board of Directors; shall keep proper books of account; shall prepare an annual budget and statement of income and expenditures for review by the membership at its regular annual meeting; and shall perform such other duties as may be required by the Board.
- Immediate Past President.
The Immediate Past President shall serve principally in an advisory capacity to the Board contributing to its institutional memory, for actions by the Board generally are implemented over multiple years. The Immediate Past President shall discharge any and all other duties as assigned to him or her by the Board.
Section 3. Meetings.
The Board of Directors shall regularly meet in conjunction with the annual meeting of the members at a place and time set by the President. Special meetings of the Board of Directors shall be held when called by the President of the Society, or by any two (2) directors after not less than three (3) days notice to each director.
Section 4. Quorum.
A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as an act of the Board.
Article V. Committees
A nominating committee shall be appointed as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as may be deemed appropriate in carrying out the purpose of the Society.
Article VI. Membership and Assessments
Section 1. Membership.
Any person interested in promoting the aims of the Society may become a member upon payment of dues for the current fiscal year.
Each member of the Society is obligated to pay to the Society annual dues and special assessments. The annual membership dues shall be in an amount as may from time to time be determined by the members at the annual meetings of the membership. The amount of such dues shall continue each year at the same rate as may be established at any annual meeting until changed by a vote of the membership at a later meeting. Special assessments shall be in such amounts and for such purposes as may be determined by vote of the members at annual or special meetings of the membership.
Article VII. Programs
A program of papers, addresses, seminars, and like events to be presented at the annual meeting shall be arranged by the Vice-President or by a delegate or committee established and appointed by the Board of Directors for such purpose.
Article VIII. Amendments
These By-Laws may be amended at a regular or special meeting of the members by a two thirds (2/3) vote of the members present at such meeting, provided that those provisions of these By-Laws which are governed by the Articles of Incorporation may not be amended except as provided in such Articles.
In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control.
Article IX. Miscellaneous
Section 1. Fiscal Year.
The Board of Directors shall have power to fix, and from time to time change, the fiscal year of the Society. Unless otherwise fixed by the Board, the calendar year shall be the fiscal year.
Section 2. Order of Business.
The order of business at all meetings of the members and of the directors shall be, so far as the same shall be consistent with the purpose of such meeting, as follows:
- Roll call;
- Proof of notice of meeting or waiver of notice;
- Reading of minutes of preceding meeting;
- Reports of officers;
- Reports of committees;
- Election of directors and officers;
- Unfinished business;
- New business.
IN WITNESS WHEREOF, we, being all the directors of the North American Patristic Society, Inc., have hereunto set our hands as of this the 28th day of December, 1973.
Amended May, 1996.
Amended May, 2010.
Amended May, 2012 (on the status and role of the Immediate Past President).
*Superceded language from the version of 1971.
Revised stylistically to accord with the intentions of the amendments of May, 1996: September, 2000; August, 2003; July, 2005.