Article I (Name)
The name of this Society shall be Bibliographical Society of America.
Article II (Objectives)
The Society shall have perpetual existence, and the principal objects for which it is formed are to promote bibliographical research and to issue bibliographical publications.
Article III (Meetings of the Members)
1. Once in each calendar year an Annual Meeting of the members of the Society shall be held in New York, New York, on the Friday immediately following the fourth Thursday of January, or at such other place and time as may be called by the President of the Society on at least ten days’ notice to its members with the approval of at least four members of the Council. The Annual Meeting shall be held for the purpose of electing the Officers of the Society and other members of its Council, and for the transaction of any other appropriate business, whether or not notice thereof has been given.
2. Special meetings of the members of the Society may be called by the President at any place and time on at least ten days’ notice with the approval of at least four members of the Council. The business of any such special meeting shall be limited to the subjects specified in the notice thereof.
3. One hundred members of the Society in good standing shall constitute a quorum either for the Annual Meeting or for a special meeting of the Society. Unless otherwise required by these By-Laws or by law, any matters brought before the Annual Meeting or any special meeting may be decided by a majority vote of those members of the Society participating. In order to vote, an institution or other corporate body which is a member of the Society shall designate one individual in writing in advance to vote as its proxy at any meeting of the Society, but no other members may vote by proxy.
Article IV (Authority of the Council)
1. The Society shall be governed by a Council consisting of sixteen persons elected by the members of the Society as hereinafter provided, who together shall constitute its board of directors and its trustees. The Council shall have 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, shall possess all the powers and exercise all the functions of the Society as may be authorized by law, and may adopt such By-Laws for the Society as may be permitted by law and may, whenever it is deemed necessary, amend or repeal the same as provided hereinafter.
2. Meetings of the Council may be called by the President, or by the Secretary at the direction of at least four members of the Council, on not less than ten days’ notice, at such place and time as may be directed in such notice.
3. A majority of the members of the Council then in office shall constitute a quorum for all meetings of the Council. Unless otherwise required by these By-Laws or by law, any matters brought before the Council may be decided by a majority vote of those members of the Council participating. However, the adoption, amendment, or repeal by the Council of any of the By-Laws of the Society shall require the affirmative vote of at least two thirds of the members of the Council then in office following prior notice at least ten days in advance of the By-Laws which it is proposed to adopt, amend, or repeal.
4. The powers of the Council may, when it is deemed necessary, be exercised with- out a meeting by a unanimous consent or vote taken by first class mail, hand delivery, facsimile, electronic mail, or telephone. Any one or more members of the Council or any committee thereof may participate in a meeting of the Council or such committee by means of a conference telephone or similar communications connection allowing all per- sons participating in the meeting to hear each other at the same time. Participation by such means shall be deemed to constitute presence in person at the meeting. The decisions, resolutions and written consents thereto by the members of the Council or of any committee shall be filed with records of the proceedings of the Council or of that committee.
Article V (Election of the Council)
1. The Council of the Society shall consist of three Classes of four members each, together with the four elected Officers of the Society, as hereinafter defined.
2. Each year at the Annual Meeting of the Society four members of the Council, together constituting one of the three Classes thereof, shall be elected by the membership from among four or more nominees presented by a Nominating Committee or by prior written petition bearing signatures of not fewer than twenty-five members in good standing. The four members so elected as a Class of the Council shall each serve for a term of three years or until their respective successors shall have been duly elected and qualified, and they shall assume office immediately after the Annual Meeting. No person shall be eligible for election to a Class of the Council if he shall already have served as a member of any three of the Classes of the Council during all six of the consecutive years immediately preceding the Annual Meeting at which the election is being held, provided however, that neither service as an Officer of the Society, as hereinafter defined, nor prior service on the Council in years earlier than the immediately preceding six years shall bar any person from such election to a Class of the Council at that same Annual Meeting, and provided further that an Officer or Council member appointed to fill a vacancy for less than one year until the next Annual Meeting, as provided for below, shall not be barred from election to a Class of the Council at that same Annual Meeting.
3. In addition, the four elected Officers of the Society shall also be members of the Council, each to serve for the duration of his tenure in his elected office. All sixteen members of the Council, including the four elected Officers, shall have an equal vote upon matters brought before the Council.
4. A vacancy on the Council caused by the death, permanent incapacity, or resignation of a member may be filled by vote of the Council upon the recommendation of the President. Upon the death, permanent incapacity or resignation of the President, the Vice President shall succeed to the office of President, but the successor to any other office so vacated shall be designated by vote of the Council. An Officer or other Council member elected or appointed to fill a vacancy shall hold office until the next Annual Meeting and until his successor is duly elected or appointed and qualified. However, if the Council deems it appropriate to do so in a particular case, any such vacancy other than the office of President may be left vacant until the next succeeding Annual Meeting of the Society, at which time a successor to fill such vacancy may be elected by the membership, for a period equal to the remainder of the unexpired term, from among one or more nominees presented by the Nominating Committee for that special purpose in the manner aforesaid.
Article VI (Officers)
1. The Officers of the Society shall be a President, a Vice President, a Secretary, and a Treasurer, all four of whom together shall be elected by the members of the Society at an Annual Meeting thereof from among four or more nominees presented by a Nominating Committee or by prior written petition bearing signatures of not fewer than twenty-five members in good standing. The four Officers so elected shall each serve for a term of two years or until their respective successors shall have been duly elected and qualified, and they shall assume their respective offices immediately after the Annual Meeting at which they were elected. No person shall be elected to the office of President, Vice President, or Secretary for more than two terms in succession, although he shall be eligible for election to a Class of the Council, as aforesaid, or to another office. Notwithstanding the foregoing, a person may hold the office of Treasurer for more than two terms in succession and shall thereafter be eligible for election to a Class of the Council, as aforesaid, or to another office. No person may be both an Officer of the Society and a member of one of the three Classes of its Council at the same time, but a member of a Council Class may resign from such position in order to be eligible to stand for election by the membership to be an Officer of the Society, and vice versa.
2. The Officers of the Society shall have the duties and perform the functions customarily assigned to such officers in similar organizations, with such others as may from time to time be prescribed by these By-Laws or by the Council.
3. Without limiting the foregoing, the President, or in his absence the Vice President, shall report to each Annual Meeting upon the state of the Society and shall preside at its meetings and at those of the Council in accordance with accepted parliamentary procedures.
4. The Secretary shall serve as the recording secretary of all meetings of the Society and of the Council, keeping a permanent record thereof and filing the same with the office of the Executive Director, who is hereinafter defined.
5. The Treasurer shall oversee the accounts and financial affairs of the Society, its funds and monies, the investment of those funds and monies, the collection of its receivables, the payment of its just debts and the keeping of accurate financial records and books of account, all in accordance with standards and procedures established from time to time by the Council, or by the Finance Committee subject to the approval of the Council. Furthermore, the Treasurer shall render to the Annual Meeting of the Society an audited report of the assets and liabilities of the Society and of its interim income and disbursements and its financial condition. The Council may in its discretion require the Treasurer to post an appropriate surety bond for the faithful discharge of his duties.
6. All contracts, agreements, and like instruments made as the legal acts of the Society shall be executed by an Officer of the Society or by such other member or members of the Council as authorized in writing by the Council.
7. An Executive Director, who shall not be an Officer of the Society and shall neither be a member of its Council nor exercise the powers thereof, may together with aides and assistants be appointed by the Council for such term and upon such conditions as the Council may from time to time fix. At its discretion the Council may designate the Executive Director to be also an Assistant Treasurer of the Society, reporting in that capacity to the Treasurer. The Executive Director shall act as an executive and administrative manager of the Society, under the general direction of the Council, and shall conduct the correspondence of the Society, keep its files in order, and maintain its membership rolls. The Executive Director shall also dispatch bills, receive dues and forward them to the Treasurer, and afford the Treasurer periodic statements of the financial affairs of the Society. Following the adoption, amendment, or repeal of any of the By-Laws of the Society, the Executive Director shall cause notice thereof to be circulated to the members of the Society in some appropriate manner. The Executive Di- rector may be called upon by the Officers and various committee chairmen to render such assistance as he is capable of providing. The Executive Director and any other aides and assistants shall receive the annual compensation and other benefits stipulated by vote of the Council.
Article VII (Committees)
1. At least two months before each Annual Meeting the President shall appoint a Nominating Committee consisting of three or more members of the Society, whose function it shall be to propose to the Annual Meeting a list of qualified candidates for membership on the Council, as well as to propose candidates to be Officers of the Society in those years when the terms of the previously elected Officers are to expire, and, when called upon to do so, to propose successor candidates to fill the remainder of the unexpired terms when vacancies shall have occurred. No person shall serve on the Nominating Committee two years in succession, and no current member of the Council or elected Officer of the Society other than one whose term is about to expire may serve on the Nominating Committee in any year, although the President shall advise and work with the Nominating Committee to the extent deemed appropriate.
2. From time to time the President shall appoint an Executive Committee, a Publications Committee, a Finance Committee, an Audit Committee, a Development Committee, and such special committees as to him may seem advisable, with such functions as may be delegated to them by the Council in writing and under the general oversight of the Council. Each of the members of the Executive Committee, as well as the chairmen of the Finance and of the Publications Committees, must be an Officer or a member of the Council, but the Treasurer may not be chairman of the Finance or the Audit Committees. The President shall be a member ex officio of each committee.
3. The authority of each committee shall derive from the Council, and each committee shall report at meetings of the Council. Unless otherwise specified in its appointment, the term of office of any committee shall be at the pleasure of the Council and not more than one year from the date of such appointment.
4. No committee or chairman thereof shall have authority to contract debts on behalf of the Society without the prior written approval of the Council in each case, and the Council shall have power and authority to clarify, regulate or reverse acts and decisions of the committees whenever the best interests of the Society so warrant. Any chairman or member of a committee may be removed from such office and function, with or without cause, at any time by the Council.
5. The Council and any of its committees may, from time to time, adopt statements of particular standards and procedures augmenting these By-Laws with regard to administrative, financial and policy issues affecting the Society, to the extent not inconsistent either with these By-Laws or with law.
Article VIII (Indemnification)
1. Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator, or his intestate is or was an Officer, other member of the Council, or Executive Director of the Society, shall be indemnified by the Society to the full extent permitted by law against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein.
2. Expenses, including attorneys’ fees, incurred in defending a civil or criminal action or proceeding may, to the full extent authorized by law, be paid by the Society in advance of the final disposition of such action or proceeding upon receipt of a written understanding by or on behalf of such Officer, member of the Council or Executive Director to repay promptly such amount as, and to the extent, the person receiving the advance is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Society exceed the indemnification to which he is entitled.
3. The foregoing right of indemnification and advance of expenses shall not be deemed exclusive of any other rights to which any person, his testator or his intestate may be entitled apart from this article, provided however, that no indemnification may be made to or on behalf of any Officer, member of the Council or Executive Director if a judgment or other final adjudication adverse to that person establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained financial profit or other advantage to which he was not legally entitled. Nothing contained in this article shall affect any right of indemnification to which employees, aides and assistants of the Society may be entitled by contract or otherwise under law.
Article IX (Membership)
1. Annual membership dues shall be payable on January 1. From time to time the Council shall fix the amount of such dues applicable to basic or regular membership, to contributing membership, to sustaining membership, to life membership, and to institutional or corporate membership respectively, and may in its discretion establish categories of joint membership for married couples and of patron membership for special benefactors.
2. Any person or institution approved by the Council may become a member upon the payment of the annual membership dues. Any non-institutional member who shall have paid to the Society the fee designated for life membership shall be exempt from all future payment of dues. Members whose fees have been in arrears for more than one year shall be dropped from the rolls of the Society but may be reinstated by the Council upon the payment of back dues covering those years since their dismissal for which they have received the publications of the Society.
3. On the unanimous recommendation of all present at a meeting of the Council, the Society may elect honorary members who shall be exempt from dues, provided, however, that the number of such honorary members shall never exceed ten at any one time.
Article X (Dissolution)
In the event of the dissolution of the Society, its property and other assets, including all of its rights in and to its own publications, shall not be distributed as would be prescribed by applicable law in the absence of this provision, but shall instead be distributed to an institution or institutions designated by the Council (or, failing such designation, by the court having jurisdiction over such dissolution) which has or have functions and objectives as closely related as possible to those of the Society as stated herein above.
Article XI (Interpretation)
These By-Laws shall be the constitution of the Society. Except to any extent otherwise required by law, the Society chooses the laws of the State of New York, wherein it is headquartered, to govern the interpretation hereof, and in respect to all questions of the construction hereof, the decision of the Council shall control and be deemed binding. Statements of particular standards and procedures adopted from time to time by the Council and by its committees augmenting these By-Laws with regard to administrative, financial and policy issues affecting the Society may, to the extent not inconsistent either with these By-Laws or with law, be deemed part of these By-Laws until duly amended or revoked. Captions on the articles hereof are provided only for convenience of reference. As used throughout these By-Laws, the term “chairman” and all pronouns shall be construed as gender-neutral.