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1. The name by which the Corporation shall be known is The Mediaeval
Academy of America doing business as The Medieval Academy of America.
2. The Academy shall consist of Fellows, Corresponding Fellows,
Emeriti/ae Fellows, Life Members, Active Members, Emeriti/ae Members,
and Institutional Members. Qualifications and the responsibility
for payment of dues of each class of member are specified in articles
14-22; voting rights are specified in article 27. The Council
may remove a member of the Academy for cause. Membership in the
Academy does not extend to anyone other than the member and does
not extend beyond the life of the member.
3. The purposes for which the Academy is formed are: "to conduct,
encourage, promote and support research, publication and instruction
in Mediaeval records, literature, languages, arts, archaeology,
history, philosophy, science, life, and all other aspects of Mediaeval
civilization, by publications, by research, and by such other
means as may be desirable, and to hold property for such purpose."
[Extract from the Articles of Organization, 23 December 1925.]
OFFICERS AND COUNCIL
4. The elected officers of the Academy shall be a President,
a First Vice-President, and a Second Vice-President, and the appointed
officers, an Executive Director, who shall also serve as Clerk
of the Academy, and a Treasurer. If the President is absent, the
First Vice-President shall preside in his/her place, and if the
latter is also absent, the Second Vice-President shall preside.
5. There shall be a Council, which shall serve as the board of
directors of the Academy, composed of the President, the First
and Second Vice-Presidents, and twelve elected members. A quorum
shall consist of eight members of the Council.
(a) Terms of Service
6. The President and the two Vice-Presidents shall serve for
terms of one year, or until their successors are chosen, and shall
not be eligible for reelection to these offices. The Councillors
shall serve for a term of three years each, or until their successors
are chosen, and shall not be eligible for reelection for a period
of three years from the end of their term of office. Four Councillors,
the President, and the two Vice-Presidents shall be elected each
year in accordance with the provisions of articles 23-27.
(b) Vacancies
7. When vacancies occur among the elected officers or Councillors,
the Executive Committee shall nominate a member of the Academy
to fill the vacancy, and the Council shall accept or reject the
nomination. The nomination process shall be repeated until the
Council accepts a nominee. The person so accepted shall serve
until the next regular election.
(c) Responsibilities
8. The Council shall establish policy for the Academy, and shall
bear ultimate responsibility for its affairs. It shall initiate
and oversee activities of the Academy, approve the annual budget,
and oversee all expenditures. The Council shall appoint an Executive
Director, a Treasurer, one or more editors of Speculum and of
other Academy publications, delegates of the Academy (including
a delegate to the American Council of Learned Societies), and,
except as otherwise specified in these by-laws, members and chairs
of such committees as it may deem necessary. The Council may at
its discretion delegate to the Committee on Committees (article
29) the power of appointment to committees, or it may ask the
Committee on Committees for recommendations for such appointments.
All appointees of the Council shall be removable for cause. The
Executive Director and Treasurer shall serve at the pleasure of
the Council; the Council may, however, enter into an employment
contract with the Executive Director. All other appointees of
the Council shall be appointed for specific terms. Names and terms
of all Council appointees shall be printed annually in Speculum.
The Executive Director, the Treasurer, the editor(s) of Speculum,
chairs of committees appointed by the Council, and delegates shall
report to the Council annually.
(d) Non-Voting Participants
9. The Executive Director, the Treasurer, and the President of
the Fellows shall sit with the Council without vote. If invited
by the Council, anyone else who has business with the Council
shall sit with the Council without vote.
(e) Meetings
10. The Council shall meet regularly in conjunction with the
annual meeting. Other meetings may be called by any five members
of the Council, communicating through the Executive Director,
or by the President. Any member of the Council or anyone entitled
to sit with the Council without vote may propose items for the
agenda through the Executive Director.
(f) Executive Committee
11. There shall be an Executive Committee of the Council consisting
of the President, who shall act as chair, both Vice-Presidents,
and six Councillors: the four Councillors who are serving in their
third year, and two Councillors serving in their second year.
The second-year Councillor members shall be selected by the second-year
Councillors from among themselves within a month of the Council
meeting at the end of their first year. When vacancies occur among
the members of the Executive Committee, the Council shall appoint
one of its members to fill the vacancy. The Executive Committee
shall exercise the powers of the Council at such times as the
Council is not in session. The Executive Director and the Treasurer
shall sit with the Executive Committee ex officio and without
vote. A quorum of the Executive Committee shall consist of five
voting members. The Executive Committee shall meet at least quarterly
between meetings of the full Council. Without limiting the powers
otherwise granted in this article and article 7, the Executive
Committee:
(a) shall adopt a preliminary budget of the Academy prior to
the beginning of the Academy's fiscal year, and
(b) shall, acting on behalf of the Council, review the performance
of the Executive Director, ordinarily on an annual basis, and
report its findings to the Council. The Executive Director is
not entitled to sit with the Committee when his or her performance
is being reviewed.
EXECUTIVE DIRECTOR
12. Under direction of the Council, the Executive Director shall
administer the affairs of the Academy, record its proceedings,
make up the agenda of Council meetings and of annual business
meetings, ensure that arrangements are made for the annual meeting
(article 33), pursue grants for the Academy, supervise the work
of the headquarters office, contract on behalf of the Academy,
and employ such staff as is necessary. Contracts involving the
routine operation of the Academy may be approved in advance in
a motion passed by the Council annually; other contracts require
prior authorization by the Council.
TREASURER
13. Under direction of the Council and with the advice of the
Finance Committee (article 28), the Treasurer shall administer
the finances of the Academy and oversee the receipt of its income,
the payment of its expenses, the making of its investments, and
the custody of its property. The Treasurer is responsible for
ensuring that the Academy has an appropriate system of financial
controls. The Treasurer, in conjunction with the Executive Director,
shall prepare an annual budget for approval by the Council and
control the expenditure of funds in accordance with this budget.
The Treasurer shall have the financial records of the Academy
audited once a year by a certified public accountant and shall
file required governmental financial reports.
MEMBERSHIP
14. Any person interested in the Middle Ages is eligible for
membership in the Academy. Members fall into the categories described
in the following articles.
(a) Fellows
15. Fellows shall be scholars who have made notable contributions
to the furthering of the stated purposes of the Academy, and who
at the time of election are members of the Academy and residents
of North America. The number of Fellows shall not exceed 125.
Vacancies in the ranks of the Fellows shall be filled by election
by the Fellows from nominations made by any three members of the
Academy or by a nominating committee, the members of which shall
be appointed jointly by the President of the Academy and the President
of the Fellows, after consultation with the Council. The assent
of the Fellows shall be necessary for election. Fellows shall
pay dues at the rates of non-Fellow members. The Fellows shall
hold an annual meeting at which they, with the Emeriti/ae Fellows,
shall elect, by vote of a majority of those present, such officers
as they deem necessary for the conduct of their business. Such
officers shall include a President. The Fellows and Emeriti/ae
Fellows shall also determine the procedures governing the obtaining
of the assent of the Fellows to the election of new Fellows and
Corresponding Fellows, subject to the general provisions of this
article and article 16.
(b) Corresponding Fellows
16. Corresponding Fellows shall be scholars who have made notable
contributions to the furthering of the stated purposes of the
Academy, and who at the time of election are residents of countries
outside of North America. The number of Corresponding Fellows
shall not exceed 75. Election of Corresponding Fellows shall be
in accordance with the procedures of article 15. The Corresponding
Fellows shall be exempt from payment of dues.
(c) Emeriti/ae Fellows
17. Fellows may choose to take Emeritus status. The Emeritus/a
Fellow gives up the right to vote for new Fellows and Corresponding
Fellows, but no other rights of fellowship, and is thenceforth
not counted among the 125 statutory Fellows. Emeriti/ae Fellows
shall pay dues at the rates of non-Fellow members.
(d) Life Members
18. Life Members are persons who in the past have subscribed
such a sum of money as was set by the Council. There shall be
no new life members.
(e) Active Members
19. Active Members shall consist of persons who pay such annual
dues as shall be set by the Council.
(f) Emeriti/ae Members
20. Upon retirement, Active Members who have paid dues for thirty-five
years may apply to the Executive Director for the status of emeritus
membership. Emeriti/ae Members are entitled to all rights and
privileges of members without further payment of dues.
(g) Institutional Members
21. Libraries and other organizations may become Institutional
Members on such terms as shall be set by the Council.
(h) Dues Categories
22. The Council may adopt different dues categories among Active
Members.
NOMINATING COMMITTEE AND ELECTIONS
(a) Membership
23. There shall be a Nominating Committee composed of four members
and a chair. Of the four members, two will be elected each year
to serve for two years. Each year the President will nominate
four members of the Academy to stand for election to the Nominating
Committee, and other members may be nominated by petition as specified
below (article 26). The chair of the Committee will be appointed
by the President from among members of former Nominating Committees
to serve for one year.
(b) Nominations by the Committee
24. The Nominating Committee shall nominate at least two members
of the Academy for each vacancy among the Councillors. It shall
nominate one member of the Academy for vacancies in the offices
of President, First Vice-President, and Second Vice-President.
Normally, the Second Vice-President will proceed to the first
vice-presidency, and First Vice-President to the presidency.
The Nominating Committee exercises its powers independent of
the Officers and the Council. It may consult with anyone whom
it chooses. The Executive Director shall provide the Nominating
Committee with such information as it requires in advance of its
deliberation and shall attend such portions of its meetings as
he or she is invited to attend to provide further information
about members. On completion of the Committee's deliberation,
the Executive Director, if asked to do so by the Committee, shall
as promptly as possible ascertain potential candidates' willingness
to appear on the ballot and report back to the Committee. In making
its choice of candidates the Committee shall take into consideration
factors leading to diversity of nominees.
(c) Publication of Nominations
25. The Nominating Committee shall transmit its report to the
President who shall add to it his or her nominations for positions
on the Nominating Committee. Nominations made by the Nominating
Committee and those made by the President to the Nominating Committee
shall be circulated by the Executive Director to the membership
(for example, by email and/or by publishing them on the Academy's
website) before the first of December of the calendar year preceding
the election.
(d) Nominations by Petition
26. Nominations of other members of the Academy for elected
officers, Councillors, or members of the Nominating Committee
may be made by written petition signed by at least seven members
of the Academy. A nomination by petition may be for a single office,
several offices, or an entire slate. Such petitions must be received
by the Executive Director within twenty days of the circulation
of the report of the Nominating Committee (article 25), unless
the Council extends the period for making nominations by petition.
(e) Elections and Voting
27. The elected officers of the Academy, the Councillors, and
the members of the Nominating Committee shall be elected at the
annual meeting by majority vote of all members of the Academy
who vote. Every non-institutional member of the Academy shall
be entitled to one vote in person upon each subject properly submitted
to a vote of the members at the annual meeting or any special
meeting. Institutional members are not entitled to vote. Before
the annual meeting a proxy statement shall be distributed to all
members of the Academy entitled to vote. The statement shall contain
the slate of officers, Councillors, and members of the Nominating
Committee made by the Nominating Committee and the President (articles
23-24) and those made by petition (article 26); members shall
vote for those for whom they choose to vote and shall nominate
an officer of the Academy, designated on the ballot, to cast their
ballot at the annual meeting in accordance with their choices.
The proxy statement may also include a provision authorizing the
proxy to cast a vote at the meeting on behalf of the member about
any other matter noted on the ballot, but authorizing such a proxy
shall not be a condition of casting a valid vote by proxy for
those nominated to be officers, Councillors, and members of the
Nominating Committee. Members who submit a proxy but then attend
the annual meeting in person must inform the Executive Director
before the beginning of the meeting if they intend to revoke their
proxy by personal attendance at the meeting. The terms of the
newly-elected officers, Councillors, and members of the Nominating
Committee shall begin at the end of the annual meeting. No proxy
shall be valid after the end of the annual meeting.
FINANCE COMMITTEE
28. The Finance Committee advises the Treasurer and Executive
Director regarding the budget, investments, and other aspects
of the Academy's finances. It consists of five persons appointed
by the Council to five-year renewable terms together with the
Treasurer, who is the Committee's chair and ex officio voting
member, and the Executive Director, its clerk and ex officio non-voting
member. The President sits with the Committee without vote. Beginning
in 2016, one member of the Finance Committee shall be appointed
or re-appointed each year. The Finance Committee meets at least
twice a year, to review: (a) progress to date on the budget for
the current fiscal year, (b) the proposed budget for the following
year, and (c) the Academy's investments. The Executive Director
shall prepare and circulate to the Finance Committee a report
of budget-to-actual expenditures on a monthly basis or on such
schedule as the Treasurer shall direct.
COMMITTEE ON COMMITTEES
29. The Committee on Committees appoints on behalf of the Council
or recommends to the Council (article 8) appointments to all committees
of the Academy appointment to which is not otherwise specified.
Appointments regarding Speculum shall not fall under the purview
of this Committee. Except in the case of the Finance Committee
members of committees of the Academy shall be members of the Academy.
Unless otherwise specified by the Council, membership of the Committee
on Committees consists of the six Councillors who do not sit on
the Executive Committee, one of whom the Council shall appoint
as chair. All members of the Committee may serve for more than
one year. The Executive Director sits without vote on the Committee
and serves as its clerk.
STANDING COMMITTEE ON CENTERS AND REGIONAL ASSOCIATIONS
30. The Standing Committee on Centers and Regional Associations
consists of representatives of institutes, graduate and undergraduate
centers, programs and committees, research libraries, and regional
and other organizations devoted to medieval studies. Subject to
the approval of the Council, the Committee sets the conditions
for its membership, determines its own operating procedures, and
elects its own officers, which shall include a chair who communicates
with the Council. Income received by or for the benefit of the
Committee and expenditures made by the Academy on its behalf are
carried on the Academy's books and are audited with the Academy's
accounts in due course. The Committee shall draft a set of by-laws
and handbook of practices and submit it to the Council for approval.
Any amendments shall also be subject to approval of the Council.
The Committee shall also report annually to the Council about
its past and proposed activities.
GRADUATE STUDENT COMMITTEE
31. The Graduate Student Committee shall be a standing committee
of the Academy and shall consist of graduate student members of
the Academy appointed by Council in accordance with article 8.
The chair of the Committee communicates with the Council.
AFFILIATED SOCIETIES
32. Regional associations, or groupings of medievalists with
special interests, may be recognized by the Council as Affiliated
Societies. The chief officer of an Affiliated Society may be invited
by the Council to attend its meetings.
MEETINGS OF THE ACADEMY
(a) Annual Meeting and Academic Program
33. Unless the Council provides otherwise, the Academy shall
conduct an annual academic program in conjunction with its annual
business meeting. The Council, in consultation with the Executive
Director, shall select an institution or institutions to host
the meeting and fix the date or dates on which it shall be held.
It shall appoint a representative of the host institution(s) as
chair of the Program Committee, and the chair, in consultation
with the Council, shall appoint the Committee. The academic program
at the meeting shall be arranged by the Committee in consultation
with the Executive Director and the First Vice-President. The
annual business meeting of the members of the Academy shall be
announced in advance to the members of the Academy by the Executive
Director.
(b) Special Meetings
34. Special meetings of the members of the Academy may be called
by the President or by a majority of the members of the Council
upon notice to the members sent by the Executive Director or the
President.
(c) Quorum
35. A quorum at a business meeting of the Academy shall consist
of fifty members, at least five of whom shall be members of the
Council.
PUBLICATIONS
36. The Academy shall publish, or arrange to have published,
a quarterly journal under the title of Speculum: A Journal of
Medieval Studies, which shall be sent to all members not in arrears,
and the dues of each class of members (except institutional members)
shall be considered to include the subscription price thereof.
The Council shall determine categories of other publications.
Approval of individual works may be delegated to special committees.
The staffing of Speculum is subject to the financial control
of the Council. Members of the staff of Speculum are supervised
by the editor(s) of Speculum.
AMENDMENT OF BY-LAWS
37. These By-Laws may be amended by an affirmative vote of two-thirds
of the members of the Council. Timely notice of any proposed amendment
of the by-laws shall be given to the President of the Fellows,
who shall obtain, in any way that seems advisable, the opinion
of the Fellows on the proposed amendment, which opinion the President
of the Fellows shall communicate to the Council prior to its voting
on the proposed amendment. Any amendment to the by-laws adopted
by the Council shall be noticed to the members in the announcement
of the next meeting of the members, and any amendment adopted
by the Council may be amended or repealed by the members at that
meeting.
HEADINGS OF BY-LAWS
38. The headings of these By-Laws are for the convenience of
reference only, and are not to be used in their interpretation.
UNIFORM PRUDENT MANAGEMENT OF INSTITUTIONAL FUNDS ACT
39. To the extent that it is necessary for it to do so, the Academy
adopts as a by-law the provisions of the Uniform Prudent Management
of Institutional Funds Act (M.G.L.A. ch. 180A, ยงยง 1-9) as now
in force and as hereinafter amended.
[Amended 2011]
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