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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, and Emeriti/ae Members. Qualifications and the responsibility for payment of dues of each class of member are specified in articles 13-21; voting rights are specified in article 25. 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. The Officers shall, acting on behalf of the Council, review the performance of the Executive Director and the Editor of Speculum, ordinarily on an annual basis, and report their findings to the Council.
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 21-25.
(b) Vacancies
7. When a vacancy occurs among the elected officers or Councillors, the Nominating Committee shall nominate three members of the Academy to stand for election to fill the vacancy. If the Council approves the slate, a special election shall be held and the person so elected shall serve out the term of the vacancy. If the Council does not approve the slate, the Nominating Committee shall submit additional names for consideration until the slate is approved.
(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 shall approve the annual budget before the beginning of the fiscal year. The Council shall fill Committee vacancies on an annual basis in such a manner as the Council may determine. 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 Editor of Speculum, 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 at least quarterly, including a meeting 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.
EXECUTIVE DIRECTOR
11. 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 31), 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
12. Under direction of the Council and with the advice of the Finance Committee (article 26), 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
13. 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
14. 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 150. 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 15.
(b) Corresponding Fellows
15. 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 100. Election of Corresponding Fellows shall be in accordance with the procedures of article 14. The Corresponding Fellows shall be exempt from payment of dues.
(c) Emeriti/ae Fellows
16. 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 150 statutory Fellows. Emeriti/ae Fellows shall pay dues at the rates of non-Fellow members.
(d) Life Members
17. 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
18. Active Members shall consist of persons who pay such annual dues as shall be set by the Council.
(f) Emeriti/ae Members
19. 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) Dues Categories
20. The Council may adopt different dues categories among Active Members.
NOMINATING COMMITTEE AND ELECTIONS
(a) Membership
21. There shall be a Nominating Committee composed of six members and a chair. Of the six members, two will be elected each year to serve for three 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 24). 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
22. 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 and First Vice-President, and, as of 1 February 2020, three members for the office of Second Vice-President. Normally, the Second Vice-President will proceed to the first vice-presidency, and First Vice-President to the presidency. Should the office of Second or First Vice-President be vacant, the Nominating Committee shall nominate three members of the Academy for the office of First Vice-President or President respectively.
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
23. 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
24. 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 23), unless the Council extends the period for making nominations by petition.
(e) Elections and Voting
25. The elected officers of the Academy, the Councillors, and the members of the Nominating Committee shall be elected by electronic or mail ballot by a majority vote of all members of the Academy who vote. Such ballot shall include all members nominated by the Nominating Committee and those nominated by petition as specified in Article 24. The ballot for all elected positions shall be decided by a simple majority vote. In the case of a tie, a runoff shall be conducted between the tied candidates.
Every member of the Academy shall be entitled to one vote for each position on the election ballot and one vote in person upon each subject properly submitted to a vote of the members at the annual meeting or any special meeting. The terms of the newly-elected officers, Councillors, and members of the Nominating Committee shall begin at the end of the annual meeting.
FINANCE COMMITTEE
26. 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.
STANDING COMMITTEE ON CENTERS AND REGIONAL ASSOCIATIONS
27. The Standing Committee on Centers and Regional Associations (CARA) consists of representatives of institutes, graduate and undergraduate centers, programs and committees, research libraries, and regional and other organizations devoted to Medieval Studies, as well as independent scholars working in the field. CARA promotes and encourages teaching, service, and research in the interdisciplinary field of Medieval Studies; recognizes this work in the form of prizes and graduate research support; awards conference grants; sponsors sessions at the annual ICMS Kalamazoo, IMC Leeds, and Medieval Academy of America meetings; and organizes a program at the annual CARA meeting, held in conjunction with the annual meeting of the Academy. 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.
GRADUATE STUDENT COMMITTEE
28. 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
29. 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
30. 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
31. 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
32. 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
33. 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
34. These By-Laws may be amended by an affirmative vote of two-thirds of the members of the Council. 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
35. 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
36. 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 2021]
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