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By-Laws
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, §§ 1-9) as now in force and as hereinafter amended.

[Amended 2011]

Copyright ©2016 The Medieval Academy of America
Opinions expressed by members in print, video, or online represent their personal views, not necessarily those of the Medieval Academy of America.

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