Bylaws

General Powers.  The Council governs the Society, and the members of the Council together constitute its board of directors. The Council has overall power to control the affairs and manage the funds of the Society, shall conduct its business and take general care of its interests, shall report to the Society from time to time on the major activities of the Council, and possesses all the powers and exercises all the functions of the Society that the law authorizes. The Council manages the property, affairs, activities, and business of the Society, and exercises all powers of the Society that the law, the Articles of Incorporation, or these Bylaws do not require the Society to exercise otherwise.

Number and Composition.  The Council consists of the following:

1. Three Classes of Council members whom the members of the Society elect, each Class consisting of not fewer than three nor more than five persons, as the Council fixes from time to time by resolution;

2. The President, the Vice President, the Secretary, and the Treasurer of the Society; and

3. The Chair of the Audit Committee.

Size of the Council.  The Council consists of not fewer than fourteen nor more than twenty persons. Until the Council fixes a different number by resolution, each Class consists of four persons. The Council may increase or decrease the number of its members, and the number of persons in each Class, by resolution adopted by the affirmative vote of two-thirds of the members of the Council then in office, within the range this Section states; and no decrease shall have the effect of shortening the term of any incumbent member of the Council.

Classes and Terms.  The Council shall maintain the Classes on a staggered basis so that the term of one Class expires at each annual meeting. The members of the Society shall elect one Class at each annual meeting to serve a term of three years and until their successors are duly elected and qualified, subject to earlier death, resignation, removal, or disqualification. The Officers and the Chair of the Audit Committee serve as members of the Council for the duration of their respective tenures in office.

Equal Voting Rights.  Every member of the Council, including the four Officers and the Chair of the Audit Committee, has an equal vote upon matters brought before the Council.

Nomination. The Nominating Committee shall present at least one nominee for each seat on the Council to be filled and shall designate the seat for which it nominates each candidate. Members may also nominate a candidate by prior petition in the form of a record bearing the signatures of not fewer than twenty-five members in good standing, designating the seat for which the nomination is made.

Ex Officio Service; the Editors.  A person who serves on the Council or on a committee ex officio, and who is not otherwise a member of that body, does not vote, is not entitled to formal notice of any meeting of that body, and is not counted toward its quorum. The Council shall appoint the Editor(s) of the Papers of the Bibliographical Society of America and the General Editor(s) of BibSite, each serving at the Council’s pleasure. They are entitled to attend and be heard at meetings of the Council, but are not members of the Council, do not vote, and are not counted toward a quorum.

Attendance.  Each member of the Council shall attend the meetings of the Council. The Council may remove a member of the Council who misses three consecutive meetings of the Council without an excuse the President accepts, as Section 6.9 provides.

Removal.  The members of the Society may remove a member of the Council, with or without cause, by a majority of the votes cast at a meeting or by ballot. The notice of a meeting of members at which the removal of a member of the Council is to be considered shall state that the removal of that member is a purpose of the meeting. The Council may also remove a member of the Council, with or without cause, by the affirmative vote of two-thirds of the members of the Council then in office other than the member proposed for removal, including a member who has missed three consecutive meetings of the Council as Section 6.8 describes. Removal of an Officer or of the Chair of the Audit Committee from the Council under this Section also removes that person from office, and Section 5.13 governs the resulting vacancy.

Resignation.  Any member of the Council may resign at any time by delivering notice in the form of a record to the Council or to the President. The resignation is effective when the member delivers the notice unless the notice specifies a later effective time.

Vacancies.  The Council may fill a vacancy on the Council caused by the death, permanent incapacity, resignation, or removal of a member, by vote of the Council upon the recommendation of the President or, if the office of President is vacant, on the motion of any member of the Council. A member of the Council whom the Council elects or appoints to fill a vacancy holds office for the remainder of the unexpired term of the member being replaced and until a successor is duly elected and qualified. If the Council deems it appropriate in a particular case, the Council may leave a vacancy unfilled until the next succeeding annual meeting, at which the members may elect a successor for the remainder of the unexpired term from among one or more nominees the Nominating Committee presents for that purpose.

Compensation.  No member of the Council shall receive compensation from the Society for services rendered as a member of the Council. The Society may reimburse them for reasonable expenses, including travel, incurred in their official duties. Nothing in this Section precludes any member of the Council from serving the Society in another capacity and receiving reasonable compensation for services actually rendered, subject to Article XI.

Regular Meetings.  The Council shall hold regular meetings according to a schedule and at places the Council establishes. The Secretary may give a single notice of all regularly scheduled meetings at the beginning of each one-year period, and that notice satisfies the notice requirement for those meetings.

Special Meetings.  The President may call a special meeting of the Council, and the Secretary shall call a special meeting of the Council at the direction of at least four members of the Council, at such place and time as the notice of the meeting states.

Notice.  The Secretary shall give every member of the Council notice of any special meeting of the Council not less than ten days before the meeting, stating the date, time, and place of the meeting. The Secretary may give notice personally, by mail, or by electronic transmission to the physical or electronic address of the member as it appears on the records of the Society.

Waiver of Notice.  A member of the Council may waive notice of any meeting. The waiver shall be in the form of a record and shall bear the signature of the member entitled to the notice, and the Secretary shall file it with the minutes or the corporate records. A member’s attendance at a meeting waives the member’s right to object to a lack of notice or to defective notice of the meeting unless the member, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and thereafter does not vote for or assent to action taken at the meeting.

Quorum.  A majority of the members of the Council then in office constitutes a quorum for meetings of the Council. A majority of the members of a committee then serving on that committee constitutes a quorum for meetings of that committee. If a quorum is not present, the members present shall not vote on any matter requiring a vote of the Council or of the committee, as the case may be.

Manner of Acting.  Unless the Act, the Articles of Incorporation, or these Bylaws require a greater number, the affirmative vote of a majority of the members of the Council present at a meeting at which a quorum is present is the act of the Council. A tie vote defeats the matter voted upon, and no member of the Council has a casting vote.

Action Without a Meeting.  The Council, or any committee of the Council, may take without a meeting any action it may take at a meeting if each member of the Council or of the committee signs a consent in the form of a record describing the action to be taken and delivers it to the Society. The action is the act of the Council or of the committee when consents signed by all of its members have been delivered to the Society, unless a consent specifies a later effective time. A member may withdraw a consent by delivering a signed revocation in the form of a record to the Society before unrevoked consents signed by all members have been delivered. Consents may be signed and delivered by mail, hand delivery, or electronic transmission. The Secretary shall file the Council’s consents with the records of its proceedings, and a committee chair shall file the committee’s consents with the committee’s records.

Participation by Means of Remote Communication.  Any or all members of the Council may participate in a meeting of the Council or of any committee of the Council by means of a telephone or any other means of electronic communication by which all persons participating in the meeting may simultaneously hear one another during the meeting. A member participating by such means is present in person at the meeting. The presiding officer may establish reasonable rules for the conduct of a meeting held in whole or in part by remote communication.

Presumption of Assent.  A member of the Council who is present at a meeting of the Council at which the Council takes action on any matter is presumed to have assented to the action taken unless the member (a) objects, at the beginning of the meeting or promptly upon arrival, to holding the meeting or to transacting business at the meeting and thereafter does not vote for or assent to the action, or (b) dissents from or abstains from the action, and either the minutes of the meeting record that dissent or abstention or the member delivers it in the form of a record to the presiding officer of the meeting before its adjournment or to the Society promptly after adjournment. The right of dissent or abstention is not available to a member of the Council who voted in favor of the action.

Minutes.  The Secretary shall file the decisions, resolutions, and consents of the members of the Council, and each committee chair shall file those of the committee, with the records of the proceedings of the Council or of that committee.

Committees of the Council.  The Council may create one or more committees of the Council, each consisting of one or more members of the Council. Creation of a committee of the Council, and appointment of its members, requires the approval of the greater of a majority of all the members of the Council then in office or the number these Bylaws require to take action. A committee of the Council may exercise the specific authority the Council confers upon it in the resolution creating the committee or in a subsequent resolution. The authority of every committee derives from the Council, and every committee shall report at meetings of the Council.

Restrictions on Committees.  No committee of the Council shall (a) authorize distributions, (b) approve or propose to the members any action that the Act requires the members to approve, (c) fill vacancies on the Council or, subject to the appointment of alternate members as this Section permits, on any of its committees, or (d) adopt, amend, or repeal these Bylaws. The Council may appoint one or more members of the Council as alternate members of any committee to replace any absent or disqualified member during that member’s absence or disqualification. Delegation of authority to a committee does not alone relieve any member of the Council of the standards of conduct the Act requires.

Standing Committees.  The standing committees of the Society are the Executive Committee, the Audit Committee, and the Nominating Committee. Each continues until the Council dissolves it.

Executive Committee.  The Council shall establish an Executive Committee and shall appoint its members as Section 8.1 requires. Each voting member of the Executive Committee shall be an Officer or another member of the Council. The Executive Director shall serve on the Executive Committee ex officio. The Executive Committee shall meet as frequently as the needs of the Society dictate and shall exercise such responsibilities and powers as the Council delegates to it in the form of a record. Subject to Section 8.2, the Executive Committee may act for the Council between meetings of the Council, but shall exercise that authority only for time-sensitive matters that cannot await the next scheduled meeting of the Council.

Audit Committee.  The Society shall have an Audit Committee, which the Chair of the Audit Committee chairs. The Audit Committee shall oversee the selection of the Society’s independent auditors, shall make recommendations to the Council concerning the selection, compensation, and termination of the independent auditors, shall review the Society’s audited or reviewed financial statements and any related management issues with the independent auditors, and shall oversee the Society’s compliance with regulatory requirements applicable to its financial operations. The President shall not serve on the Audit Committee, and the Treasurer shall not serve as its chair.

Nominating Committee.  The Nominating Committee shall propose to the members, at the annual meeting, a slate of candidates for the Council, the Officers, and the Chair of the Audit Committee, designating the office or seat for which it nominates each candidate. The slate may include members of the Council and Officers whose terms are renewable, and the Committee shall recommend to the members whether to renew them. The Committee consists of five members including its Chair, each serving a two-year staggered term, and the President and the Executive Director serve ex officio. The President shall appoint the Chair for a two-year term, and the Chair shall be a former member of the Council. At least one member shall, when appointed, be a member of the Council serving a term that expires at the next annual meeting; no other member of the Council, and no Officer other than the President, shall serve. No member, including the Chair, shall serve a second term until four years have elapsed from the end of that person’s first term. The President shall report the Committee’s composition at the annual meeting each year.

Other Committees.  The President may establish any other committee or working group the President considers useful to the work of the Society, including an Investments Committee, a Publications Committee, a Development Committee, a Liaisons Committee, a Fellowships Committee, and a Membership Committee; may define its charge; may appoint and remove its chair and its members, who need not be members of the Council; and may dissolve it. The Council may also establish, and may dissolve, any such committee or working group. A committee established under this Section is not a committee of the Council, shall not exercise any of the powers of the Council, and serves in an advisory capacity to the Council.

Appointment; Service Ex Officio.  Except as these Bylaws otherwise provide and subject to Section 8.1, the President shall appoint the chair of each committee and each committee chair shall appoint the members of that committee. The President serves ex officio on every committee other than the Audit Committee. The Executive Director serves ex officio on the Executive Committee and the Nominating Committee. Any Officer and the Executive Director may join, as a non-voting member, any committee or working group aligned with that person’s professional experience or expertise, with the consent or at the discretion of the President.

Term; Removal.   Unless its appointment otherwise specifies, a committee other than a standing committee serves at the pleasure of the Council and, if the President established it, of the President. The Council may remove any chair or member of any committee from that position, with or without cause, at any time, and may dissolve any committee other than a standing committee. The Council may clarify, regulate, or reverse the acts and decisions of any committee whenever the best interests of the Society so warrant.

No Authority to Contract Debts.  No committee and no chair of a committee has authority to contract debts on behalf of the Society without the prior approval of the Council, in the form of a record, in each case.

Committee Minutes.  Each committee shall maintain minutes of its meetings documenting its proceedings and actions. The chair of the committee shall review and date the minutes and shall keep them with the records of the Society, where they shall be available to the Council.

Standards and Procedures.  The Council and any of its committees may from time to time adopt statements of particular standards and procedures augmenting these Bylaws with regard to administrative, financial, and policy matters affecting the Society, to the extent not inconsistent with these Bylaws, the Articles of Incorporation, or applicable law.

Contracts.  The Council may authorize any Officer or Officers, or any agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Society. The authorization may be general or confined to specific instruments.

Checks and Drafts.  The Society shall hold all bank accounts and deposit accounts in its own name. The Council shall authorize by resolution the Officers or agents who may sign and issue checks, drafts, and other orders for the payment of money of the Society.

Deposits.  The Treasurer shall deposit all funds of the Society to the credit of the Society in such banks, trust companies, or other depositories as the Council or its duly authorized Officers select.

Gifts.  The Council may accept on behalf of the Society any contribution, gift, or bequest for the general or special purposes of the Society. The Council shall adopt and maintain procedures under which the Society furnishes each donor the contemporaneous written acknowledgment and the quid pro quo disclosure statement the Internal Revenue Code requires, including a good faith estimate of the value of any goods or services the Society provides in return. Those procedures shall address membership dues, including life and patron memberships, that entitle a member to the Papers of the Bibliographical Society of America or to other goods or services; contributions of money, for which the donor must have a bank record or a written communication from the Society; and contributions of property, including books, manuscripts, and archives, for which the Society may be required to sign an appraisal summary and to file a return if it disposes of the property within three years after receiving it.

Loans.  No person shall contract on behalf of the Society for indebtedness for borrowed money unless the Council authorizes the contract by resolution, and no person shall issue evidence of the Society’s indebtedness unless the Council authorizes the issuance by resolution. The authorization may be general or specific. The Society shall make no loan to any member of the Council, to any Officer, or to the Executive Director, other than an advance for expenses under Section 10.3 or a reimbursement of expenses under an accountable plan.

Investments.  The Society may retain all or any part of any securities or property it acquires in any manner, and may invest and reinvest any funds it holds according to the judgment of the Council, without restriction to any class of investments that a trustee is or may hereafter be permitted by law to make; provided that the Society shall take no action, and no person shall take any action on its behalf, that would result in the denial of the Society’s exemption under § 501(c)(3) of the Internal Revenue Code and the regulations thereunder as they now exist or as they may hereafter be amended. The Council may delegate to the Treasurer the day-to-day management of such investments as the Council authorizes.

Mandatory Indemnification.  The Society shall indemnify a member of the Council or an Officer, to the extent that the member of the Council or Officer was successful, on the merits or otherwise, in the defense of any proceeding to which that person was a party because he or she was a member of the Council or an Officer, against reasonable expenses incurred in connection with the proceeding.

Permissible Indemnification.  To the fullest extent the Act permits, the Society shall indemnify each present and former member of the Council, and each present and former Officer, against all liability and reasonable expenses actually incurred in connection with any proceeding to which that person was a party because he or she was a member of the Council or an Officer, provided that the person acted in good faith and reasonably believed, in the case of conduct in an official capacity, that the conduct was in the best interests of the Society, and in all other cases that the conduct was at least not opposed to the best interests of the Society, and, in the case of a criminal proceeding, that the person had no reasonable cause to believe the conduct was unlawful.

Advance for Expenses.  The Society may pay or reimburse the reasonable expenses of a member of the Council or an Officer who is a party to a proceeding, in advance of its final disposition, if that person delivers to the Society, each in the form of a record, (a) an affirmation of his or her good faith belief that he or she has met the relevant standard of conduct or that the proceeding involves conduct for which liability has been eliminated, and (b) an undertaking to repay the funds advanced if he or she is not entitled to mandatory indemnification and it is ultimately determined that the standard was not met. The undertaking shall be an unlimited general obligation, need not be secured, and may be accepted without reference to that person’s ability to repay. An obligation to indemnify to the fullest extent permitted by law includes the obligation to advance expenses under this Section.

Exclusions.  Except as Section 10.1 requires, the Society shall not indemnify any person in connection with a proceeding by or in the right of the Society, except for reasonable expenses to the extent the Act permits, or in connection with any proceeding in which a court adjudged the person liable on the basis of receiving an improper personal benefit. Except as Section 10.1 requires, the Society shall make no indemnification where a judgment or other final adjudication adverse to the person establishes that the person committed the acts in bad faith or that they were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the person personally gained a financial profit or other advantage to which he or she was not legally entitled.

Insurance.  The Society may purchase and maintain insurance on behalf of its Officers and members of the Council, and on behalf of its Executive Director, employees, agents, and volunteers, to the fullest extent the Act permits, against any liability asserted by reason of that person’s status as such, whether or not the Society would have power to indemnify or to advance expenses to that person.

Scope.  The rights of indemnification and advance for expenses that Sections 10.1 through 10.3 provide are not exclusive of any other rights to which a person may be entitled apart from this Article, but in no event shall those Sections obligate the Society to indemnify or to advance expenses to a member of the Council or an Officer beyond the limits the Act fixes.

Executive Director, Employees, Agents, and Volunteers.  The Society may indemnify, advance expenses to, and provide or maintain insurance on behalf of the Executive Director, its other employees, its agents, and its volunteers, including members of any committee or working group who are not members of the Council. The Society may do so by contract, by resolution of the Council, or otherwise. The limitation in Section 10.6 applies only to the rights that Sections 10.1 through 10.3 provide, and does not limit the Society’s power under this Section. Nothing in this Article affects any right of indemnification to which the Executive Director, employees, aides, assistants, agents, and volunteers of the Society may be entitled by contract or otherwise under law.

Annual Report.  The Treasurer shall prepare, or cause to be prepared, an annual report within one hundred twenty days after the end of the Society’s fiscal year. The report shall contain, in appropriate detail, (a) a balance sheet as of the end of the fiscal year, an income statement, and a statement of cash flows for the fiscal year, accompanied by the report of an independent accountant or, if none, by the certificate of an authorized Officer of the Society that the statements were prepared without audit from the Society’s books and records, and (b) any other information the Council deems appropriate.

Financial Statements for Members; Books and Records.  Upon a demand in the form of a record from any member, the Society shall furnish that member its latest annual financial statements, and shall permit that member to inspect and copy the other books and records of the Society, in each case to the extent, and subject to the conditions, that the Act provides.

Corporate Seal.  The seal of the Society is in the form of a circle inscribed with the name of the Society, the date of its incorporation, and the words “District of Columbia.” When the Council authorizes it and to the extent the law does not prohibit it, any person may affix or reproduce a facsimile of the corporate seal.

Notices.  Except where these Bylaws or the Act require another form, any person giving notice under these Bylaws may give it personally, by mail, or by electronic transmission to the address or electronic address of the recipient as it appears on the records of the Society. Notice by mail is effective when deposited in the United States mail, postage prepaid and correctly addressed. Notice by electronic transmission is effective when transmitted, unless the sender receives notice that the transmission was not delivered.

Construction.  Captions on the Articles and Sections of these Bylaws serve only the convenience of reference and do not affect their meaning. Words in the singular include the plural and words in the plural include the singular. All pronouns and any variations of them are gender-neutral, and the terms “chair” and “chairman” are interchangeable and gender-neutral wherever they appear.

Distribution of Assets.  Upon the dissolution of the Society, its property and other assets, including all of its rights in and to its own publications, shall be distributed to an institution or institutions the Council designates, or, failing that designation, the court having jurisdiction over the dissolution designates, which has or have functions and objects as closely related as possible to those of the Society as these Bylaws state, and which is or are organizations described in § 501(c)(3) of the Internal Revenue Code and exempt from federal income tax; or, in the discretion of the Council, to the federal government or to a state or local government for a public purpose. The Society shall distribute no part of its assets on dissolution to any member, Officer, member of the Council, or other private individual.

Charitable Assets.  The dissolution of the Society shall not divert property the Society holds in trust or otherwise dedicated to a charitable purpose from that purpose unless and until the Society obtains an order of the Superior Court of the District of Columbia to the extent the Act requires.

Amendment by the Council.  Except as Section 14.3 provides, the Council may adopt, amend, add to, or repeal these Bylaws by the affirmative vote of at least two-thirds of the members of the Council then in office at any duly constituted regular or special meeting of the Council, following notice given at least ten days in advance of the bylaw the Council proposes to adopt, amend, or repeal.

Amendment by the Members.  The members of the Society may also adopt, amend, add to, or repeal these Bylaws by a majority of the votes cast at any annual or special meeting of the members, following notice given in accordance with Section 4.4, or by ballot in accordance with Section 4.9.

Matters Reserved to the Members.  Except where these Bylaws expressly provide otherwise, the Council shall not adopt or amend a bylaw on any subject the Act reserves to the members. Sections 3.2 and 3.6 expressly provide otherwise, continuing provisions of the prior bylaws, which these Bylaws supersede.

Limitation.  No adoption, amendment, addition, or repeal of these Bylaws shall conflict with the purposes of the Society as its Articles of Incorporation state them, or otherwise cause the Society to lose its qualification as an organization described in § 501(c)(3) of the Internal Revenue Code.

Notice of Amendments.  Following the adoption, amendment, or repeal of any of these Bylaws, the Executive Director shall circulate notice of that action to the members of the Society in an appropriate manner.

Governing Law.  Except to the extent the law otherwise requires, the Society chooses the laws of the District of Columbia, wherein it is incorporated, to govern the interpretation of these Bylaws. As to all questions of construction of these Bylaws, and subject to applicable law and to the rights of members under the Act, the decision of the Council controls. Statements of particular standards and procedures the Council and its committees adopt from time to time with regard to administrative, financial, and policy matters affecting the Society bind the Society to the extent not inconsistent with these Bylaws, the Articles of Incorporation, or applicable law, until duly amended or revoked; but no such statement amends, supersedes, or forms part of these Bylaws.