Bylaws of the Society
Articles |
|
| I. | Membership |
| II. | Membership Meetings |
| III. | Board of Directors |
| IV. | Officers |
| V. | Duties of Committees & other Groups |
| VI. | Fiscal Year & Deposits |
| VII. | Execution of Instruments |
| VIII. | Books & Records |
| IX. | Amendments |
ARTICLE I
Membership
Section 1. Classes of Membership. There shall be three (3) classes of membership: regular members, associate members, and supporting members.
Section 2. Associate Members. Associate members shall consist of persons or groups who shall not pay membership dues but with whom the society decides it wishes to be affiliated in order to fulfill its purposes, and so determines by majority vote at a regular meeting. Such associate members may involve, for example, academic and religious leaders from the Third World for whom dues would be a burden, or certain cognate groups for whom the payment of dues is not possible or the society deems is inappropriate.
Section 3. Supporting Members. Individuals or organizations who offer special financial support beyond the regular membership dues shall be called supporting members.
Section 4. Privileges of Membership. All regular members, associate members, and supporting members may attend any meeting of the membership including the annual meeting, and have privilege of voice thereat, and annually shall receive copies of any newsletters or announcements produced for the membership as a whole.
Section 5. Duration & Termination. A member may terminate membership at any time by giving notice of such action to the Secretary in writing. Associate membership shall be for a period of two years, and is renewable. supporting and regular memberships are from year to year, and are renewable, and shall continua until no membership dues have been received for two consecutive years,
Section 6. New and Additional Members. New and additional members may be elected to membership by a majority of the Board of Directors at any regular or special Board of Directors meeting.
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ARTICLE II
Membership Meetings
Section 1. Annual Meeting. The annual meeting of the membership for the election of directors and for the transaction of such other business within the powers of the corporation as may properly come before the meeting, without special notice of such business, except as limited by law or these By-laws, shall be held each year at such time and place as the Board of Directors shall determine. If the annual meeting of the membership be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these By-laws.
Section 2. Special Meetings. Special meetings of the membership, for any purpose or purposes, unless otherwise provided by statute, may be called by the President, or in his absence by any Vice-President, or by a majority of the Board of Directors, and shall be called at any time by the President or any Vice-President or the Secretary or the Treasurer upon receipt of a written petition bearing the signatures of ten (10) members. The business transacted at all special meetings shall be confined to the objects stated in the call.
Section 3. Notice of Meeting. Written or printed notice stating the time and place of the meeting and, in case of a special meeting, the purpose of purposes for which the meeting is called, shall be delivered not less than five (5) nor more than thirty (30) days before the date of the meeting, either personally or by mail, or at the direction of the President or the Secretary or the officer or persons calling the meeting, to each member of record. If mailed, such notice shall be deemed to be delivered when deposited in the Canada Post, with postage thereon prepaid, addressed to the member at the address as it appears on the membership book of the corporation, unless such a member shall have filed with the Secretary of the corporation a written request that notices be mailed to some other address, in which case it shall be mailed to the address designated in such request. Upon notice being given in accordance with the provisions hereof, the failure of any member to receive actual notice of any meeting shall not in any way invalidate the meeting or proceedings thereat.
Section 4. Waiver of Notice. Any member of the corporation may waive notice of any meeting, whether prior to or at or after the meeting, with the same effect as though notice of the meeting had been given to him, and such waiver shall be deemed equivalent to a notice required to be given to him. Any membership meeting shall be valid if a quorum is present and waivers of notice of the time, place and objects of such meeting shall be duly executed in writing either before or after said meeting by such members as are not so represented and were not given such notice.
Section 5. Quorum. Five (5) per cent of the members of the corporation shall constitute a quorum for the transaction of any business at a meeting of the members.
Section 6. Voting. At any meeting of the membership, every member shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such member and filed with the Secretary. Each member shall have one vote.
Section 7. Adjournment. Any meeting of the membership, whether annual or special, may be adjourned from time to time by those present whether a quorum be present or not. Notice of such adjourned meeting shall be sent to all members containing the time and place of holding such adjourned meeting as determined by a majority of those present and a statement of the purpose of the meeting. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called and notified.
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ARTICLE III
Board of Directors
Section 1. Number and Term. A Board of Directors shall consist of eight (8) at-large members, the officers of the corporation, and chairpersons of standing committees. At-large members shall be elected at the annual meeting of the membership by a plurality vote. Term of service shall be four (4) years, with two new members elected each year as the staggered terms of board members expire. All persons so elected shall hold office until their successors are elected and qualify. At-large members must be furloughed at least one year between terms. Members who are officers of the corporation and chairpersons of standing committees shall serve as Directors for terms that coincide with their terms as officers of the corporation and chairpersons of standing committees as stipulated under Articles IV and V of these By-laws. The election of Directors, unless specifically demanded by a qualified voter, need not be by ballot. The Board of Directors, in its make-up should reflect the diversity of the membership, balancing as much as possible Hindu and Christian, men and women, and other factors.
Section 2. Powers of the Board of Directors. In addition to the powers and authorities by these By?Laws and the Articles of Association conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of the Association or by these By?laws directed or required to be exercised or done by the members.
Section 3. Removal of Directors. Any director may be removed from office at any time and another person may, unless otherwise provided, be elected in his place to serve for the remainder of her term by the affirmative vote of a majority of the members at any special meeting of members called for that purpose. In case any vacancy so created shall not be filled by the membership at such meeting, such vacancy may, unless otherwise provided, be filled by the Directors as provided in Section 4 of this Article III..
Section 4. Vacancies. Except as provided in Section 3 of this Article III, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors attending a stated or special meeting called for that purpose. A director thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until this successor is elected and qualifies. In case of a temporary vacancy due to sickness or disability of any director, the remaining directors, whether constituting a majority or a minority of the whole Board, may appoint some person as a substitute director who shall be a director during such absence or disability and until such director returns to duty. The determination by the Board of directors, as shown on the minutes, of the fact of such absence or disability and the duration thereof shall be conclusive as to all persons and the corporation.
Section 5. Meetings / Notice. The Board of Directors shall hold meetings at the call of the President or any two (2) directors as often as the business of the corporation may require. The Secretary shall give notice to each director of each meeting of the Board of Directors by mailing or delivering the same, at leas two (2) days before the meeting unless otherwise prescribed by the Board. The failure by the Secretary to give such notice or by any director to receive such notice shall not invalidate the proceedings of any meeting at which all members shall be present, or where such notice shall be duly waived by all absentees, either before or after the holdings of such meeting, provided a quorum of directors is present. The first meeting of each newly elected Board shall be held at the place of each annual meeting of the membership immediately following such meeting, or at such place and time as shall be determined by the directors.
Section 6. Quorum. A majority of the number of at-large directors fixed by Section 1 of this Article III shall be necessary at all meetings to constitute a quorum for the transaction of business but less than a quorum may adjourn any meeting, which may be reconvened on a subsequent date without further notice, provided a quorum be present at such deferred meeting. At all meetings of the Board of Directors, each director shall be entitled to one vote and a majority of votes shall carry the issue, unless otherwise stipulated by these By-laws.
Section 7. Standing Committees and Task Forces. Standing committees and task forces invested with such powers as the Board may see fit and subject to such conditions as may be prescribed by the Board may be appointed by the Board of Directors from time to time. All committees and task forces so appointed shall keep regular minutes and transactions of their meetings, shall cause them to be recorded in books kept for that purpose in the office of the corporation, and shall report the same to the Board of Directors at its next meeting.
Section 8. Executive Committee. An executive committee consisting of the president, vice-president, past-president, and secretary shall have such powers of the Board of Directors in the management of the business and affairs of the corporation as set forth in the resolution, including the authorization to affix the seal of the corporation to all papers requiring same.
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ARTICLE IV
Officers
Section 1. Appointment and Removal of Officers. The officers of the corporation shall be a President, Vice-President, Past? President, Secretary, Treasurer, Journal Editor (or Co-Editors), Newsletter Editor, and Executive Liaison. Officers shall be appointed by the Board of Directors and ratified by the membership at the annual meeting, to terms described in the following sections of this Article IV. They shall hold office until their successors are appointed and qualify. One person may hold two (2) offices at the same time, except that the same person shall not hold the offices of president and secretary at the same time. No person may hold more than two (2) offices at the same time.
Section 2. The President. The president shall preside at all meetings of members and at all meetings of the Board of directors. He or she shall have general supervision of the affairs and business of the corporation, shall make reports to the Board of Directors and members, and perform all such other duties as are incident to the president's office and are properly required by the Board of Directors. The president shall serve a term of two years.
Section 3. The Vice-President. The vice?president shall perform all the duties and exercise all the powers and rights of the president provided by these By-laws or otherwise during the absence or disability of the president, or whenever the office is vacant, and shall perform all other duties assigned from time to time by the Board of Directors and the president. The vice-president shall serve as program chair for the annual meeting. The vice-president shall serve for a two (2) year term after which time he or she shall become president.
Section 4. The Past-President. The past president shall serve as a member of the executive committee for a term of two (2) years following her or his term as president.
Section 5. The Treasurer. The treasurer shall have the custody of all moneys and securities of the corporation and shall keep regular books of account. She or he shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required by the Board an account of all transactions as Treasurer and of the financial condition of the corporation. He or she shall perform all duties incident to the office or that are properly required of the Treasurer by the Board of Directors, including from time to time or as directed by the Board membership promotions to maintain and develop the society's membership rolls, and/or working with agencies charged by the corporation with such functions. The treasurer shall be appointed to a four (4) year term. The Treasurer may serve unlimited consecutive terms.
Section 6. The Secretary. The secretary shall issue notices for all meetings of the membership and the Board of Directors, shall keep minutes of all meetings, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the secretary by the Board of directors, The Secretary shall keep record of the members of the corporation and/or act as liaison with agencies charged with such functions on behalf of the corporation, showing their places of residence, and the time when they became members of the corporation. the secretary shall serve a term of four (4) years. The secretary may serve unlimited consecutive terms.
Section 7. The Hindu-Christian Studies Bulletin (HCSB) Editor or Co-Editors. The HCSB editor(s) shall oversee the publication of a journal devoted to presentation of articles, book reviews, essays and news items on Hinduism and Christianity and their interrelationship based upon historical materials and contemporary experience. The editor(s) terms shall be four (4) years. The editor(s) may serve unlimited consecutive terms.
Section 8. The Newsletter Editor. The newsletter editor shall oversee the publication of a periodic newsletter for members of the corporation. The newsletter editor's term shall be four (4) years. The editor may serve unlimited, consecutive terms.
Section 9. The Executive Liaison. The executive liaison shall be responsible for corresponding and networking with other organizations whose interests overlap or coincide with the interests of the society. The executive liaison's term shall be four (4) years. The executive liaison may serve unlimited, consecutive terms.
Section 10. Vacancy, Absence or Disability. Vacancies in any office arising from any cause may be filled by the Directors at any special meeting. in the case of absence or disability to act of any officer of the corporation and of any person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or whom it may select.
Section 11. Appointment of Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of directors.
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ARTICLE V
Duties of Committees and Other Groups
Section 1. Membership. The secretary and the treasurer shall be co-chairs of the membership committee and one or two additional members who would serve one four(4) year term.
Section 2. Program Committee. The Program Committee shall set up an annual program of social and professional activities and shall tend to all details of such activities. The vice-president shall be chair of the program committee and shall name two to four others to serve on an ad hoc basis.
Section 3. Nomination Committee. The nomination committee of not less than three (3) persons shall be elected at the annual meeting from nominations made from the floor. The nomination committee shall submit to the secretary ninety days before the annual meeting a slate of directors and officers for vacancies to be filled. The secretary shall distribute those names with the Board of Directors Annual Meeting agenda for review prior to the meeting and for discussion and action at the annual meeting. The Board of Directors will bring to the membership a slate of recommendations, based on but not limited to the nomination committee's recommendations; additional nominations may be made from the floor of the members' annual meeting. The nomination committee term of office shall be three (3) years, with no more than one person replaced each year. The chair of the committee shall be appointed by the president from the persons elected by the membership.
Section 4. Book Awards Committee. The book awards committee will nominate an outstanding volume in the area of Hindu-Christian studies for an annual award. Three persons shall serve on this committee for one three (3) year term.
Section 5. International Advisors Committee. The international advisors committee will work to maintain contacts with dialogue leaders and affiliate societies around the world. The Newsletter Editor will chair this committee.
Section 6. Additional Committees, Task Forces, and Boards. There shall be such additional committees, task forces, and boards as the Board of Directors shall determine from time to time.
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ARTICLE VI
Fiscal Year and Deposits
Section 1. Fiscal Year. The fiscal year of the corporation shall be the calendar year unless otherwise determined by resolution of the Board of Directors.
Section 2. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks trust companies or other depositories as the Board of Directors may select.
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ARTICLE VII
Execution of Instruments
Section 1. Proper Persons. Except as otherwise provided in these By-laws or by law, all written instruments of the corporation, including checks, drafts, notes, bonds, acceptances, deeds, leases and contracts shall be signed of such person or persons as may be designated by resolution by the Board of Directors, and in the absence of any such resolution, then such instruments shall be signed by the President or Vice-President and by the Secretary or Treasure
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ARTICLE VIII
Books and Records
Section 1. Books, Accounts, and Records. The books, accounts, and records of the corporation, except as may be otherwise required by State or Province laws, may be kept at such place or places as the Board of Directors may from time to time designate. The Board of Directors shall determine whether and to what extent the accounts and books of the corporation, or any of then other than the membership book, shall be open to the inspection of the membership or their authorized representatives, and no member shall have any right to inspect any account or books or document of the corporation, except as conferred by law or by resolution of the membership or directors.
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ARTICLE IX
Amendments
Section 1. Amendments, Repeal or Adoption. These By-Laws may be amended or repealed and new By-Laws may be adopted, by the vote of a majority of the membership at a meeting duly called and held, the notice of which shall have stated that the purpose of the meeting is to consider the amendment or repeal of the By-Laws or the adoption of new By-Laws.
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CERTIFICATE
The undersigned petitioners of the SOCIETY FOR HINDU-CHRISTIAN STUDIES hereby certify that the foregoing By-Laws of said corporation were unanimously adopted at a Special Meeting held November 19, 1994 at 10:30 a.m. at Chicago, Illinois.
Posted on the Society for Hindu-Christian Studies web site October 15, 2000. Corrections posted November 17, 2004. Re-posted on the society's redesigned web site July 1, 2008.