ARTICLE I – NAME
The name of this organization shall be the North American Patristics Society, Inc. (hereinafter sometimes referred to as “NAPS” or “Society”).
ARTICLE II – PURPOSE
The purpose of NAPS is the advancement of teaching and research in the field of patristics and early Christianity, and the promotion of the common disciplinary interests of its members.
ARTICLE III – MEMBERS
Any person interested in promoting the aims of the society may become a member on payment of the dues for the current fiscal year. The annual membership fee shall be as determined by the board of directors, and special assessments may be established by vote of the members at the annual, or special, meetings of the membership.
ARTICLE IV – OFFICERS
Section 1. Officers
The officers shall be a president, a vice president (who shall be president-elect during his or her term of office), a secretary-treasurer, and the immediate past president.
Section 2. Terms of Office
The term of office for all officers shall begin at the time of the election at the annual business meeting. The president and vice president shall serve for one year or until a successor is elected, after which the vice president shall succeed to the office of president, and the president shall succeed to the office of immediate past president. The secretary-treasurer, whose duties shall be executive in character, shall serve for four years including the year of the International Conference on Patristic Studies, and shall be eligible for re-election to one additional consecutive term.
Section 3. Duties
A. President – The president shall preside at all meetings of the board of directors and 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, with the approval by vote of a majority of the board.
B. Vice President/President-Elect – The vice president (president-elect) shall assume the duties of the president in the event of the president’s absence, inability, or refusal to act; and, with the approval of a majority of the voting members of the board, shall exercise and discharge such other duties as may be required of this officeholder by the board. The vice president shall be responsible for the program of the annual meeting.
C. Secretary-Treasurer – The secretary-treasurer 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; and shall keep appropriate current records showing the members of the society and their addresses. The secretary-treasurer shall also receive and deposit in appropriate accounts all monies of the association and shall disburse such funds as directed by the board; 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 perform such other duties as may be required by the board.
D. Immediate Past President – The immediate past president shall serve as an advisor to the board and perform such other duties as are assigned by the board.
ARTICLE V – MEMBERS’ MEETINGS
Section 1. Annual Meeting
There shall be a regular annual meeting, including the annual business meeting, at such time and place as the society shall have determined at a previous annual business meeting or as determined by the board of directors. If conditions appear to the board of directors to be such as to render the holding of the annual meeting impracticable or inadvisable, the board shall have the power to cancel the meeting or to move the meeting to a remote communication format. In the case of a cancelled meeting, the board itself will continue to transact all business that would come before the annual business meeting, except the adoption of amendments to these bylaws and the election of new officers. The terms of all officers shall automatically be extended until the time of the next business meeting.
Section 2. Special Meetings
Special meetings of the members may be called by the president or by the board of directors.
Section 3. Notice
Notice of each membership meeting shall be distributed by electronic mail to all members not less than thirty days before the date of the meeting. 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
A quorum for membership meetings shall be thirty members in person or by remote communication (if authorized by the Board of Directors) but in no event by proxy.
Section 5. Voting
Voting will be conducted in person or by remote communication (if authorized by the Board of Directors) but in no event by proxy.
Section 6. 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:
A. Necrology of members deceased since the last annual meeting;
B. Proof of notice of meeting or waiver of notice;
C. Approval by vote of the minutes of preceding business meeting;
D. Reports of officers;
E. Reports of committees and editors;
F. Election of directors and officers;
G. Unfinished business;
H. New business.
Section 7. Program
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 VI – BOARD OF DIRECTORS
Section 1. Composition
The board of directors shall be composed of the president, the vice president, the secretary-treasurer, the immediate past president, and five directors elected by the membership, one of whom must be a student, and one of whom shall be a contingent faculty member or independent scholar at the time of appointment. Editors of the society’s publications, appointed by the board of directors, shall be ex officio non-voting members of the board.
Section 2. Director Terms of Office
The student director shall be elected to a one-year term, and the remaining four directors shall be elected to staggered two-year terms, such that two directors and the student director are elected each year to serve until a successor is elected and assumes office.
Section 3. Editors and Associate Editors
The appointment of editorial positions and terms of office shall be as follows:
A. The editors of the society’s publications shall be appointed by the board of directors upon recommendation of a committee composed of the president, vice president, immediate past president and two other members of the society appointed by the president. The search for editorial positions shall be announced to the society. Editors shall serve a five-year term, with the possibility of reappointment for a second and terminal term of five years.
B. The board of directors shall appoint up to six associate editors of the Journal of Early Christian Studies (JECS) series upon the recommendation of the JECS editor and two associate editors of the Christianity in Late Antiquity (CLA) book series upon the recommendation of the CLA 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. JECS associate editors shall serve for a three-year term, which may be renewed once; CLA associate editors shall serve for a five-year term, which may be renewed once.
C. The board of directors shall appoint a book review editor, upon the recommendation of the JECS editor, for the Journal of Early Christian Studies. The book review editor shall serve for a five-year term, which may be renewed once.
Section 4. Authority
The board of directors shall have control and management of the affairs and business of the Society and adopt such rules and regulations as necessary, provided they are not inconsistent with law or these bylaws. The board of directors shall conduct the business of the society in the period between annual meetings. The board of directors shall have power to fix the fiscal year of the society.
Section 5. Board 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 may be called by the president or by a majority of the board of directors, and shall require at least three days’ notice. A quorum shall be a majority of the directors. Action by the board shall require a majority of the directors present. 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 directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. A director may not vote by proxy.
Section 6. Nomination and Election of Directors
A. There shall be a nominating committee of three members whose duty it shall be to propose a slate of directors to be elected at the annual business meeting. Members of the nominating committee shall serve for three-year staggered terms, with the president appointing one member each year.
B. The nominating committee shall make as many nominations for election to each open position as it shall deem appropriate, provided that there are no fewer nominations than the number of positions available. The list of nominations shall be distributed to the membership no later than three weeks before the annual meeting. Nominations may also be made from the floor at the annual meeting.
C. Elections shall take place at each annual meeting. At such election the members may cast one vote for each open position. Election shall require a majority of the votes cast.
Section 7. Vacancy and Removal
A. The board of directors shall fill vacancies on the board for the period of time until the next annual business meeting. Such appointees shall be eligible for re-election, except that an appointed vice president shall not automatically succeed to the office of president but shall be automatically nominated for election as president.
B. Any director may be removed from the board with or without cause by a majority vote of the members of the society.
ARTICLE VII – AMENDMENT
These bylaws may be amended by a two-thirds vote of the members at an annual business meeting, provided that the substance and language of all amendments have been sent at least thirty days in advance of the meeting.
NAPS shall indemnify and may advance expenses to any director, officer, employee, or agent of the corporation (director, officer, employee, or agent of NAPS shall hereinafter be referred to individually or collectively as “Indemnitee”) who is, was, or is threatened to be made a defendant or respondent to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he or she is or was a director, officer, employee, or agent of NAPS, to the fullest extent that is expressly permitted or required by all applicable law. However, NAPS shall not provide indemnifications to an Indemnitee if their act or omission was grossly negligent, wanton or reckless.
CERTIFICATE
It is hereby certified that on this date I am the duly elected and qualified Secretary-Treasurer of the North American Patristics Society, Inc., and that on this 27th day of May, 2022, the foregoing bylaws were adopted by the members of the Society.
By: Richard A Brumback III, Secretary-Treasurer
(Adopted at the Annual Meeting of the Society held in Chicago on May 27, 2022)