Bylaws

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. In addition to the four officers specified above, a Chair of the Audit Committee shall also be elected by the members of the Society at an Annual Meeting thereof from among nominees presented by a Nominating Committee or by prior written petition bearing signatures of not fewer than twenty-five members in good standing. The Chair of the Audit Committee shall serve for a term of three years or until their successor shall have been duly elected and qualified, and they shall assume their office immediately after the Annual Meeting at which they were elected. A person may hold the office of Chair of the Audit Committee 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 Chair of the Audit Committee 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 the Chair of the Audit Committee, and vice versa.

3. 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 Bylaws or by the Council.

4. 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.

5. 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.

6. 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.

7. The Chair of the Audit Committee shall convene the Audit Committee and direct its oversight of the selection of auditors and the Society’s compliance with regulatory requirements for financial operations. The Chair of the Audit Committee shall report to the Council on the annual review or audit and maintain the Society’s Policies and Procedures Manual.

8. 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.

9. 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 Bylaws 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 Director 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. The Nominating Committee shall propose a Slate of candidates for Council and/or Officers, as needed, to the Society’s membership at the Annual Meeting. The Slate may include members of the Council and/or Officers whose terms are  renewable; the Nominating Committee is responsible for confirming such renewals.
   
   The Nominating Committee shall consist of 5 members (including the Chair) who serve two-year, non-renewable, staggered terms.  In addition, the President and Executive Director serve as ex officio non-voting members.
   
   The Chair of the Nominating Committee, appointed by the President for a two-year term, shall be a former member of the Council. 
   
   At least one member of the committee shall be a current member of Council in their final term.  Council members and Officers with continuing terms may not serve.  
   
   All members, including the Chair, may serve a second term on the Nominating Committee only after a lapse of four years since the end of their first term. 
   
   The President shall report the composition of the Nominating Committee at the Annual Meeting each year.

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 voting 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 but the Audit Committee.
   
   The President shall be a voting member ex-officio of the Investments Committee. The Treasurer shall be an ex-officio voting member of the Investments Committee. The Executive Director shall be an ex-officio voting member of the Investments Committee and the Membership Committee. The Executive Director shall be an ex-officio non-voting member of the Executive and Nominating Committees. The Editor of the Papers of the Bibliographical Society of America and the General Editor of BibSite shall be ex-officio non-voting members of the Council. The Chair of the Audit Committee shall be an ex-officio voting member of the Council. All Officers and the Executive Director may join any committee or working group which aligns with their professional experience or expertise as non-voting members with the consent or at the discretion of the President.

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 Bylaws with regard to administrative, financial and policy issues affecting the Society, to the extent not inconsistent either with these Bylaws 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 October 1. From time to time the Council shall fix the amount of such dues applicable to all existing membership levels, 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 Executive Director upon payment of dues for the current year. Members shall be permitted to pay back dues covering lapses in membership to reinstate past years and receive back-issues of the journal published during that time.

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.