Amended and restated bylaws
In furtherance of the purposes of the Corporation to promote the professional interests of women historians, to facilitate the exchange of ideas and to foster friendship among women historians, and to sponsor conferences and other activities which promote the study of history, particularly women’s history (which purposes are set forth more fully in the Articles of Amendment to the Corporation’s Articles of Incorporation), the following shall be eligible for membership in the Corporation: Holders of doctoral degrees in the study of history and related fields, such as American Civilization; Teachers of history or related disciplines in colleges or universities; Graduate students studying in the field of history or related disciplines; and Any others engaged in the professional practice of history.
Section 2. Initial Membership
The original members of the Corporation shall be the persons meeting the criteria above listed who are, at the time of incorporation, members of the Berkshire Conference of Women Historians, an unincorporated association which is a predecessor of the Corporation. Such members shall continue as members as long as they continue to qualify under the criteria above stated and so long as they continue payment of dues and continue to be in good standing with the Corporation.
Section 3. Dues
The members of the corporation shall be required to pay annual dues in such amounts as shall be determined annually by the board of trustees. Any member who has not paid her dues for a period of 12 months after payment was due may be eliminated from the membership rolls of the Corporation.
Section 4. Additional Members
The officers of the Corporation are authorized to accept additional members of the Corporation upon submission of satisfactory evidence or statements that the applicant qualifies for membership and upon payment of the dues then due. There shall be no limit on the number of members of the Corporation.
Section 5. Annual Meeting
The annual meeting of the members of the Corporation shall be held at such time and location as may be specified by written notice to the members setting forth the place, day and hour of the meeting (which written notice shall be sent to all members of the Corporation at least 20 days prior to the date of the meeting). The business to be transacted at the annual meeting shall include the election of the board of trustees and officers of the Corporation, consideration and action upon the reports of officers and the board of trustees, and any other business within the power of the Corporation. All annual meetings shall be general meetings.
Section 6. Special Meetings Called by the President or Board of Trustees At any time between annual meetings, special meetings of the members may be called by the President or by a majority of the board of trustees. Not less than 20 days written notice stating the place, day and hour of such meeting and the matters proposed to be acted on thereat shall be given to the members. No business shall be transacted at any special meeting except that specified in the notice.
Section 7. Special Meeting Called by Members Upon the request in writing delivered to the Secretary of the Corporation signed by not less than 25% of all the members of the corporation entitled to vote at a meeting, it shall be the duty of the Secretary to call forthwith a special meeting of the members. Such request for a meeting shall state the purpose of the meeting and the matters proposed to be acted on thereat and no other business shall be transacted at any such special meeting. The Secretary shall inform such members of the reasonably estimated cost of preparing the notice of the meeting and upon payment to the Corporation of such costs, the Secretary shall give not less than 20 days notice of the time, place and purpose of the meeting in the manner provided in Section 6 hereinabove. If, upon payment of the costs specified by the Secretary, the Secretary shall fail to send notice of the meeting (unless such failure is excused by law), the members who signed the request for the meeting may, by a majority vote of such members, agree on a time, place and hour for such meeting and may send notice of such meeting to all members of the Corporation.
Section 8. Place of Meetings All meetings of members shall be held at the principal office of the Corporation in the state of Maryland or at such other places in the United States as may be fixed from time to time by the Board of Trustees or other party requesting the meeting and designated in the notice.
Section 9. Quorum At any meeting of members, the presence in person of members entitled to cast the lesser of twenty votes or votes equal to ten percent of the total number of members of the Corporation shall constitute a quorum. In the absence of a quorum, the members present in person, by majority vote and without notice other than by announcement, may adjourn the meeting from time to time, but not for a period exceeding 60 days, until a quorum shall attend.
Section 10. Nomination and Election of Trustees and Officers At least 30 days prior to the anticipated date of the annual meeting, the President of the Corporation shall appoint a nominating committee to consist of at least two persons who are members of the Corporation. The nominating committee shall solicit nominations for persons scheduled to be elected an officer or trustee of the corporation at the next annual meeting in such manner as they deem appropriate and shall provide a report of such nominations to the President for all officers and trustees to elected at said meeting at least five days prior to the estimated date of the annual meeting. At the annual meeting, the members shall elect officers and trustees to fill positions scheduled to be filled at the annual meeting. The report of the nominating committee shall be presented at the annual meeting. If there is no objection, the members may elect the persons nominated by the nominating committee as a slate without voting on individual positions. However, if there is an objection, the election for each position to be filled shall be held separately. If each position is voted on separately, members of the Corporation may submit nominations at the annual meeting if such nominations are submitted in writing and signed by not less than the lesser of ten members or five percent of the members of the Corporation. After the initial vote, if no candidate has received a majority of the votes cast at the meeting, the two candidates receiving the highest number of votes shall then be voted on separately and the person receiving the highest number of votes thereafter shall be deemed to be elected.
Section 11. Voting A majority of the votes cast at a meeting of members, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of votes cast is required by statute or by the Charter. All members who have paid all dues as of the date of any meeting which were due and payable prior to the date of said meeting and are otherwise members in good standing shall be entitled to vote at meetings.
Section 12. Order of Business At all meetings of members, any member, present and entitled to vote in person or by proxy shall be entitled to require, by written request to the Chairman of the meeting, that the order of business shall be as follows: Organization Proof of notice of meeting or of waivers thereof. (The certificate of the Secretary of the Corporation, or the affidavit of any other person who mailed or published the notice or caused the same to be mailed or published, shall be proof of service of notice.) Submission by Secretary of the Corporation of a list of the members entitled to vote, present in person or by proxy. A reading of unapproved minutes of preceding meetings and action thereon. Reports. If an annual meeting, or a special meeting called for that purpose, the election of trustees and officers. Unfinished business. New business. Adjournment. The chairman of the meeting may dispense with any of the items above noted upon motion made if there is no objection.
Section 13. Removal of Trustees and Officers At any regular or special meeting of the members called in the manner provided for by this Article, the members, by the affirmative vote of a majority of all the votes entitled to be cast for the election of trustee, may remove any officer or trustee from office, with or without cause, and may elect a successor or successors to fill any resulting vacancies for the remainder of her or their terms.
The business and affairs of the Corporation shall be managed under the direction of its Board of Trustees consisting initially of those individuals named in the Articles of Incorporation. In addition to the powers expressly conferred upon them by these Bylaws, the Board of Trustees may exercise all the powers of the Corporation not reserved to the members by the Charter, by these Bylaws or by law. From time to time, the Board of Trustees may delegate to officers of the Corporation such powers and duties as it may see fit in addition to those specifically provided in these Bylaws.Section 2. Composition of Board The Board of Trustees shall be composed of the officers of the Corporation elected by the members and, in addition, three additional members elected to serve as trustees, to be known as at-large trustees.
Section 3. Election and Tenure The at-large trustees shall be elected by the members at their annual meeting as provided in Article I of these Bylaws. Each at-large trustee shall hold office for a term of three years and until her successor shall have been elected and qualify. The total number of Trustees (including officers) may, by vote of a majority of the entire Board or by vote of the members at a meeting or by election of additional Trustees, be decreased to not less than three or increased to a number not exceeding fifteen. The Board of Trustees shall keep minutes of its meetings and a full account of its transactions.
Section 4. Regular Meetings A regular annual meeting of the Board of Trustees shall be held in each year, immediately following the annual meeting of members. Other regular meetings shall be held on such dates and at such times as may be designated from time to time by the President or by the Trustees.
Section 5. Special Meetings Special meetings of the Board of Trustees may be called by the President or by any two Trustees.
Section 6. Place of Meetings The Board of Trustees may hold its regular and special meetings at such place within or without the State of Maryland as it may from time to time determine. In the absence of such determination, regular and special meetings of the Board of Trustees shall be held at the principal business office of the Corporation.
Section 7. Notice Notice of the place, day and hour of every regular and special meeting shall be given to each Trustee: By notice in writing mailed postage prepaid not later than the third day before the day set for the meeting and addressed to the Trustee’s last known post office address according to the records of the Corporation; By telegraphic, telephonic or email communication, or by notice in writing delivered personally or left at the Trustee’s residence or usual place of business, not later than the second day before the day set for the meeting. No notice of the time, place or purpose of any meeting need be given to any Trustee who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice or who attends the meeting.
Section 8. Quorum A majority of the Board of Trustees shall constitute a quorum for the transaction of business at every meeting; but if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time, but not for a period in excess of 30 days, without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided in the Charter or these Bylaws, the action of a majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees.
Section 9. Vacancies Any vacancy occurring in the Board of Trustees or created by an increase in the number of Trustees may be filled by a majority of the remaining Trustees. A Trustee elected to fill a vacancy shall be elected to serve until the next annual meeting of the members and thereafter until a successor is duly elected and qualifies.
Section 10. Removal At any meeting of the Trustees called for the purpose any Trustee may, by vote of a majority of the other Trustees, be removed from office, with or without cause, and another may be elected in the place of the person so removed to serve for the remainder of the term.
Section 11. Compensation Trustees shall receive no compensation for their services as such but may, by resolution of the Board of Trustees, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.
Section 12. Informal Action by Trustees Any action of the Trustees may be taken without a meeting if a consent in writing setting forth the action taken is signed (including, without limitation, by facsimile or PDF) by all Trustees and filed with the minutes of the Corporation.
Section 13. Telephone Conference Members of the Board of Trustees or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.
Section 2. President The President shall be the Chief Executive Officer of the Corporation. She shall, when present, preside at all meetings of the Trustees; she shall have general management and direction of the activities of the Corporation and all powers ordinarily exercised by the President of a corporation; she shall have authority to employ an administrator or such other persons, at salaries fixed by resolution of the Board of Trustees, to assist her in the general management and direction of the activities of the Corporation; she shall have authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts or other instruments to be executed on the Corporation’s behalf. The President shall hold office for a term of three years and until her successor is elected and qualifies; provided, however, that the term for the President in office on the date of the adoption of these Amended and Restated Bylaws shall expire on October 31, 2008.
Section 3. Vice-President In the absence of the President or in the event of her inability or refusal to act, the Vice-President (if there is a Vice-President; or, in the event there be more than one Vice-President, the Vice-Presidents in the order of their election or designated seniority) shall perform the duties of the President, and when so acting, shall have and may exercise all the powers of the President. Any Vice-President shall perform such other duties as from time to time may be assigned to her by the President or by the Board of Trustees. The term of the Vice President shall run concurrently with that of the President.
Section 4. Secretary The Secretary shall keep minutes of the meetings of the Board of Trustees, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal of the Corporation, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to her by the President or by the Board of Trustees. In the event that there is no Vice President, in the absence of the President or in the event of her inability or refusal to act the Secretary shall perform the duties of the President. The Secretary shall hold office for a term of three years and until her successor is elected and qualifies; provided, however, that the term for the Secretary in office on the date of the adoption of these Amended and Restated Bylaws shall expire on May 31, 2009.
Section 5. Treasurer If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of her duties in such sum and with such surety or sureties as the Board of Trustees shall determine, the cost of which shall be borne by the Corporation. She shall have charge and custody of all funds and securities of the Corporation, receive and give receipts for monies due to the Corporation, and deposit all such monies in the name of the Corporation in such banks or other depositaries as shall from time to time be selected by the Board of Trustees. In general, she shall perform all the duties incident to the office of Treasurer (including, without limitation, the authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts or other instruments to be executed on the Corporation’s behalf and pertaining to the Corporation’s finances or financial matters) and such other duties as from time to time may be assigned to her by the President or by the Board of Trustees. The term of the Treasurer shall run concurrently with that of the Secretary; provided, however, that the term for the Treasurer in office on the date of the adoption of these Amended and Restated Bylaws shall expire on May 31, 2009.
Section 6. Assistant Officers Each Assistant Secretary and Assistant Treasurer (if any) shall hold office for such period and shall have such authority and perform such duties as the Board of Trustees may prescribe.
Section 7. Compensation No officers shall receive any compensation for their services as such but may, by resolution of the Board of Trustees, be allowed reimbursement for their expenses, actually and reasonably incurred on behalf of the Corporation.
Section 8. Removal The Board of Trustees shall have the power to set the term of any officer and at any regular or special meeting to remove any officer with or without cause. The Board may authorize any officer to remove subordinate officers.
Section 9. Vacancies The Board of Trustees at any regular or special meeting shall have the power to fill a vacancy occurring in the Board of Trustees and in any officership. Any officer or Trustee elected to fill a vacancy shall serve until the next annual meeting, at which time the members shall elect a member to fill the balance of the unexpired term, if any.
Section 2. Other Committees Either the Board of Trustees (by resolution) or the President may constitute and appoint such other committees to perform such other duties and functions as the Board or the President, as the case may be, deems appropriate.
Section 3. Term of Office Each member of every committee shall continue in office at the pleasure of the Board of Trustees, if a committee constituted by the Board, or the President, if a committee constituted by the President.
Section 4. Chair One or more members of each committee shall be appointed chair or co-chairs, as the case may be, either directly by the Board of Trustees (if a committee constituted by the Board), by the President (if a committee constituted by the President) or in such other manner as the Board of Trustees may prescribe.
Section 5. Quorum Unless otherwise provided in the resolution of the Board of Trustees designating a committee (if a committee constituted by the Board) or in writing by the President (if a committee constituted by the President), a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 6. Rules Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, with these Bylaws, with rules adopted by the Board of Trustees, or with any applicable law of the State of Maryland.
Section 2. Checks, Drafts, Etc All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 3. Deposits All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, financial institutions or other depositaries as either the Treasurer or the Board of Trustees may select.
Section 4. Gifts The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 2. Notice to Trustees and Officers Whenever by law or these Bylaws notice is required to be given to any trustee or officer, such notice may be given in any one of the following ways: (i) by personal notice to such trustee or officer; (ii) by telephone communication with such trustee or officer personally; (iii) by telegram, cablegram or radiogram, addressed to such trustee or officer at her then address or at her address as it appears on the books of the Corporation; (iv) by email, if an email address has previously been provided by such member to the Corporation; or (v) by depositing the same in writing in the post office or in a letter box in a postage paid, sealed wrapper addressed to such trustee or officer at her address as it appears on the books of the Corporation. The time when such notice shall be sent or consigned to a communication company for delivery shall be deemed to be the time of the giving of such notice.
Section 3. Waiver of Notice Notice to any member or trustee or officer of the time, place and/or purpose of any meeting of members or trustees required by these Bylaws may be dispensed with if such member shall either attend in person or by proxy, or if such trustee shall attend in person, or if such absent member or trustee shall, in writing (including, without limitation, email correspondence) filed with the records of the meeting either before or after the holding thereof, waive such notice.
Section 2. Seal The seal of the Corporation shall be circular in form with the name of the Corporation inscribed around the outer edge, and in the center shall be inscribed the word “Maryland” and the year of incorporation. In lieu of affixing the corporate seal to any document, it shall be sufficient to meet the requirements of any law, rule, or regulation regulating to a corporate seal to affix the word “(SEAL)” adjacent to the signature of the authorized officer of the Corporation.
Section 3. Indemnification To the maximum extent permitted by the Maryland General Corporation Law as from time to time amended, the Corporation shall indemnify its currently acting and its former trustees, officers, agents and employees. Section 4. Amendments to Bylaws These Bylaws may be altered, amended or repealed and new Bylaws may be adopted, by a majority of the entire Board of Trustees at any regular meeting or at any special meeting called for that purpose.