Revised and Approved November 5, 2013
BY-LAWS of the BYRON SOCIETY OF AMERICA
ARTICLE 1- BASIC MATTERS
1.1 The Byron Society of America (“The Society”) is an unincorporated association which, in 1998, qualified as a tax-exempt organization under the United States federal income tax laws and regulations.
1.2 The principal purpose of the Society shall be to promote the study and dissemination of the works of George Gordon Byron, sixth Baron Byron, and information relating to the work, life, times, circle, critical reputation, iconography, and contemporary relevance of the Poet as described in the Mission Statement set forth in Attachment A to these By-laws.
1.3 The name of the Society, the location of its principal and other offices, the responsibilities and authorities of its directors and officers, and all matters concerning the conduct and regulation of the business of the Society shall be subject to these By-laws, which may, from time to time, be amended in accordance with Article VII.
1.4 The Society’s fiscal year shall begin on January 1 and end on December 31.
1.5 The Society’s mailing address shall be Department of English, 219 Bryan Hall, University of Virginia, PO Box 400121, Charlottesville, VA 22904-4121
and its web address shall be http://www.byronsociety.org.
1.6 Copies of these By-laws shall be posted on the Society’s website.
ARTICLE II- ORGANIZATION AND MEMBERSHIP
2.1 The American Byron Society was founded in 1973 by Marsha M. Manns and Leslie A. Marchand, and is the precursor of the present organization. Professor Marshand and Marsha M. Manns shall be identified as “Co-Founders” on all Society materials intended for dissemination to the public, including, but not limited to, websites, mastheads, stationary letterheads, and similar materials in such manner and format as the President shall determine. The surviving Co-Founder, Marsha Manns, shall be a voting member of the board.
2.2 All persons interested in the purpose and activities of the Society are eligible to become members of the Society. The Board of Directors may, from time to time, establish various classes of members and the benefits and privileges of each class. The initial classes of support are set forth in Attachment B to these by-laws.
ARTICLE III – BOARD OF DIRECTORS
3.1 The Board of Directors shall have control of the property of the Society and shall be responsible for the general management of the affairs of the Society.
3.2 The principal responsibility of the Board of Directors shall be to adopt policies and procedures to achieve the purposes of the Society by establishing working agreements with one or more institutional hosts which may be changed from time to time. In establishing the working agreements, the Board of Directors shall take all actions which it believes are necessary and appropriate.
3.3 The Board of Directors shall elect and remove directors and officers pursuant to these By-laws; approve (a) the employment of full and part-time staff, legal counsel, auditors, and other agents; (b) approve all significant expenditures; and (c) take all necessary and proper action to achieve the purposes of the Society.
3.4 The Board of Directors’ responsibilities shall include, but are not limited to, the following: (a) to be actively and creatively involved, both individually and collectively, on a volunteer basis and under the guidance and direction of the President, in the digital re-imagining of the Society’s public presence; (b) to attend in-person (as defined in section 3.11) at least one of the Society’s two regular annual meetings, except that the delivery of a proxy pursuant to section 3.12 shall not constitute in-person attendance at a regular meeting of the Board of Directors; and (c) to pay annual dues at not less than the minimum annual dues for directors which may be approved, from time to time, by the Board of Directors.
3.5 There shall be no fewer than ten or more than twenty members of the Board of Directors. Board members shall be divided into three classes, roughly equal in size. To the extent possible, one-third of the members of the Board of Directors shall be elected each year.
3.6 The Board of Directors shall hold two regular meetings in February and October of each calendar year at such a place as the President, or in the President’s absence, the Vice-President, may recommend. Special meetings may be called by the President or by written request of at least one-third of the members of the Board of Directors. The Secretary shall give notice of the time and place of each meeting of the Board of Directors not later than twenty days before each such meeting. The notice shall set forth the purpose or purposes of the meeting and shall transmit any documents required by these By-laws and other documents which may be appropriate. In the absence of such timely notice, no action by the Board of Directors shall be valid unless each board member signs a waiver of notice before or after the meeting or attends the meeting.
- 7 Directors shall be elected by the then current directors at the second regular meeting of the Board and shall serve a term of three years, unless a shorter term is necessary to preserve balance among the classes. A Director’s term shall commence on the January 1 following election and end on December 31. Directors may be reelected for additional terms.
- 8 Not less than two-thirds of the Directors shall be citizens of the United States of America.
- 9 No person shall become a Director, either by election or by appointment, unless he or she has been a dues-paying member of the Society for two consecutive years and has exhibited a demonstrable interest in the Society and its activities. The foregoing prerequisites may be waived for extraordinarily qualified candidates by a two-thirds affirmative vote of the Board of Directors.
- 10 The President shall appoint individuals who are qualified in accordance with Article 3.9 to fill vacancies on the Board of Directors occurring for any reason during the year; any board member so appointed shall serve only until December 31, but shall be eligible to be nominated and reappointed to complete the term of the board member whose death, incapacity, removal, or resignation created the vacancy.
3. 11 Board members may participate in any meeting of the Board of Directors by telephone (or similar communications equipment), provided that each board member participating in the meeting has the ability to speak to, and hear the comments of, all other directors. Participation by such means shall constitute presence in person at a Board of Directors meeting, subject to the exception in 3.4.
- 12 Each Board member, including the chair of the meeting, is entitled to vote upon all issues properly raised or presented at any meeting of the Board of Directors. A board member may authorize another member or members to act for him or her by proxy, except [a] on votes to authorize the expenditure or grant of money for any public or private project or activity outside the United States; [b] votes to borrow or lend money in the name of the Society; and [c] votes to remove a board member, director, or officer. All proxies shall be in a form substantially similar to that attached to these By-laws and marked Attachment C, and signed and dated by the board member giving his or her proxy to a named director. A copy of every proxy shall be delivered to the Secretary not later than forty-eight hours in advance of the meeting at which the proxy is to be used and any proxy not so delivered shall be void. The Secretary shall determine whether any proxies delivered to him or her are in conformity with these Bylaws and shall advise the President prior to the meeting of his or her receipt and the validity of the proxies. The President shall, at the outset of each meeting of the Board of Directors, announce the number of proxies to be voted, the names of the members submitting those proxies, and the names of the members entitled to vote such proxies. Each proxy shall be revocable at the pleasure of the member executing the proxy, but in no event shall a proxy be valid after the expiration of sixty days from the date of its execution. A board member shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value; any offer to provide or request the receipt of such compensation shall be grounds for the immediate removal of the board member or members involved.
- 13 The presence in person at a meeting of the Board of Directors of at least fifty per cent of its members shall constitute a quorum for the transaction of any business. Unless otherwise provided by law or in these By-laws, the vote of a majority of the directors present in person or by proxy at the time of vote shall be deemed the act of the Board of Directors, subject to the exception in 3.4.
- 14 A majority of the Board of Directors members present, whether or not there exists a quorum, may adjourn any meeting of the Board of Directors to another time and place. Timely notice of any such adjournment shall be given to the Board of Directors members who were not present at the adjourned meeting.
- 15 The Board of Directors may elect one Honorary Director and one Director Emeritus/ Emerita per year according to the following criteria: [a] former board members; [b] persons who have rendered exceptional service to the Society or who have advanced the purposes of the Society; and/or [c] persons who hold or have held a public, academic, or civic position of prominence or who have demonstrated other achievements which the Board of Directors believes worthy of recognition, and who are able and willing to promote the purposes of the Society. In addition, from time to time, the Board of Directors may elect one person annually who is neither a citizen nor resident of the United States as a Fellow of the Society. Each Honorary, Emerita, or Emeritus Director and each Fellow of the Society shall be excused from the payment of dues, each shall have the right to receive notices of all meetings of the Board of Directors, and each shall have the right to attend and participate in all such meetings, but without the right to vote.
- 16 Non-board members may, at the invitation of the President, attend and participate in meetings of the Board of Directors, but without the right to vote.
- 17 Directors shall not receive any financial compensation or remuneration or anything of value from the Society, except that the Board may in exceptional cases authorize the disbursement of reasonable and necessary costs, disbursements, or expenses incurred by a board member on behalf of the Society. All such expenses must be supported by timely and appropriate documentation and shall not include travel, lodging, or meals in connection with Board meetings. Unless expressly authorized by the Board of Directors, no board member shall attend any Society function or event without paying the cost, price, or fee which other persons have paid or will pay to attend.
- 18 The Board of Directors shall not authorize the Society to lend or advance any of its funds to any board member or officer or to any corporation, organization, association, or firm in which any board member or officer has greater than a five per cent financial interest without the approval of two-thirds of the full board. No contract or transaction shall be entered into by the Society with any corporation, organization, association, or firm in which any board member or officer has greater than a five per cent financial interest without the approval of two-thirds of the full board.
- 19 The Board of Directors shall not authorize the disbursement of any funds to any foreign entity, including multinational organizations and agencies of a foreign government unless [a] the funds are formally requested in writing which sets out the amount requested, the specific purpose for which the funds are requested, and a description of the manner in which the requested funds are to be allocated; [b] the Board approves the request by affirmative vote of two-thirds of the directors present in person at any regular or special meeting; and [c] the disbursement is in compliance with the regulations of the U.S. Internal Revenue Service and all other U.S. governmental agencies.
3.20 The Society shall provide any and all grants authorized by the Board of Directors in a manner consistent with the then effective regulations and procedures of the U.S. Internal Revenue Service.
3.21 Any board member may be removed at any time by an affirmative vote of two- thirds of the directors present in person at any regular or special meeting of the Board of Directors.
ARTICLE IV – OFFICERS
4.1 The officers of the Society shall consist of a President from one of the institutional hosts, a Vice-President from another institutional host or other appropriate institution as the Board may, under the then existing facts, determine, a Secretary, and a Treasurer.
4.2 All officers of the Society shall be members of the Board of Directors.
4.3 Officers (not including the President, who shall serve indefinitely until a successor is selected by the Board) shall be elected from and by the Board of Directors in accordance with Article VI of these By-laws at the second regular meeting of the Board of Directors. Their terms of office shall be one year and will commence on the following January 1 and end December 31 or on the election of their successors, whichever is later.
4.4 The President may appoint members to fill vacancies in any office until the next annual meeting of the Board, at which time the balance of the term vacated shall be filled by the vote of the Board.
4.5 The President shall preside at all meetings of the Board of Directors. In the absence of the President, the Vice President shall preside at meetings of the Board.
4.6 Not later than ten days prior to each regular meeting of the President may provide a written report to the Board of Directors setting out his or her views on the condition of the Society, including his or her view on any necessary amendments to these By-laws.
4.7 The President shall be the chief operating officer of the Society. He or she shall [a] be responsible for assuring that all orders, resolutions, and decisions of the Board of Directors are carried into effect; (b) be primarily responsible for ensuring the efficient, harmonious, and effective day-to-day administration of the Society; [c] assume responsibility with the Vice President for coordinating the activities of the Society with the institutional hosts and, where appropriate, with other educational institutions, for-profit and not-for-profit organizations, and government agencies of the United States and the several States; [d] oversee the development and implementation of all events, functions, and fund-raising activities of the Society, [e] serve as the primary point of contact for the Society’s members, supporters, contributors, friends, and cultural and academic institutions, [f] direct the Treasurer to prepare a proposed budget for the next fiscal year which shall be provided to the Board of Directors for consideration and approval not later than 45 days following the end of the Society’s current fiscal year, and [g] at least 30 days prior to each regular meeting of the Board, direct the Treasurer to provide a financial report which states the Society’s revenue and expenses since the last regular meeting of the Board and the then current financial position.
4.8 The President shall have such other powers and perform such other duties as may be assigned from time to time by the Board of Directors, or which are commonly recognized in the United States as an inherent power of a chief executive officer and not otherwise authorized or restricted by these By-laws.
4.9 The Vice President shall, during the absence or disability of the President, perform the duties and exercise the powers of the President. He or she shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
4.10 The Secretary shall attend all meetings of the Board of Directors and take minutes of such meetings for submission to, review and approval by the Board. He or she shall give timely notice of all meetings to the members of the Board of Directors, shall maintain the current residence, business, and e-mail addresses of the Board members as they may provide, and shall perform such other duties as may be prescribed by the Board of Directors.
4.11 The Treasurer shall be the chief financial officer of the Society. Subject to the supervision and control of the Board of Directors, he or she shall receive and shall cause, subject to these By-laws, the disbursement of the Society’s funds, and shall perform the duties set forth in section 4.7 [e] and [f]. In addition, the Treasurer shall supervise the placement, investment, and disposition of such funds. He or she shall keep or cause to be kept regular books of account which shall be open at all time to inspection by any person, and he or she shall prepare or cause to be prepared annual financial reports.Nothing shall prohibit the Board from delegating these duties to an institutional host, provided that the Treasurer shall at all times be given full access to the financial records of the Society.
4.12 The President, Vice President, and Treasurer shall each be authorized by the Board of Directors to sign, individually, in the name of the Society, all contracts, certificates, checks, and related financial documents.
4.13 At least ten days prior to the second regular meeting of the Board of Directors, the President shall direct the Treasurer to prepare a proposed budget for the following fiscal year, and to provide the proposed budget to all members of the Board at least five days prior to the meeting.
4.14 Within 45 days following the close of each fiscal year, the Treasurer shall cause to be prepared a financial report and, if required by law or regulation, an audited financial statement prepared by an independent certified public accountant, and he or she shall, together with the President, or, in the absence of the President, the Vice President, sign and be responsible for the submission of such documents to any appropriate governmental agency or agencies. The Board of Directors may, pursuant to section 3.3, authorize the full or part-time engagement of an accountant or bookkeeper to assist the Treasurer.
4.15 In discharging their duties, directors, when acting in good faith, may rely on information, reports, opinions and statements prepared or presented by or on behalf of the Treasurer and the President.
4.16 The President and Vice President shall, in accordance with Article 6.1, appoint the committees of the Board of Directors as well as the Digital Project Team. Each may be a member of each such committee and/or digital project team and shall approve all Committee Chairs and/or Project Directors.
4.17 From time to time the Board of Directors may, when appropriate, propose a Board member who may also be an officer to serve as a Joint President of the International Council of Byron Societies; he or she shall serve at the pleasure of the Board or for a term established by the constitution, By-laws, or similar documents of the International Council.
ARTICLE V – COMMITTEES
5.1 The President may create such Committees as he or she deems necessary and helpful in achieving the purposes of the Society. The President shall provide for the term of the committee, shall appoint one of more Directors to serve on the committee, and designate the chairperson of the committee; the President, in his or her sole discretion, may appoint members of the Society who are not Directors to serve on any such committee.
5.2 The President shall annually appoint the members of a Nominating Committee to propose candidates for election as officers. The election of officers shall immediately follow the election of Directors and shall be by open vote. Nominated persons receiving the greatest number of votes shall be elected to said office. The Nominating Committee shall have the power and responsibility to evaluate the qualifications of candidates, including those of all new candidates for Board membership or officers as well as of existing directors and officers. The evaluation shall consider the extent of the efforts made by the candidates in furthering the purpose, activities, and goals of the Society.
5.3 The Executive Committee shall include the President, Vice President, Secretary, Treasurer, and any member(s) of the Digital Project Team as the President and/or Vice President deem appropriate. The Executive Committee may act on behalf of the Board of Directors at such time or times as the President determines, in his or her sole discretion, that the nature or timing of any proposed action renders it impractical, unnecessary, overly time-consuming or within the special knowledge of any committee or the Digital Project Team to convene a meeting of the Board of Directors. The Executive Committee shall advise the Board of any actions taken by the Executive Committee pursuant to this section at the next regular or special meeting of the Board.
5.4 The Digital Project Team shall consist of not more than two project directors on site at the host institution, affiliated with the host institution, and such number of additional members which the President and Vice President jointly deem appropriate.
ARTICLE VI- MISCELLANEOUS
6.1 Any notice given or required to be given to each board member, director, or officer pursuant to these By-laws may be given [a] by mailing the same, postage prepaid, to the residence (or usual place of business) at the address last provided by the board member or officer to the Secretary; [b] by telefax to his or her number as last provided to the Secretary; or [c] by e-mail to his or her address as last provided to the Secretary.
6.2 Unless the Board of Directors shall otherwise provide, [a] any bill, note, or check made in the name or on behalf of the Society or [b] any other contract or written instrument made in the name or on behalf of the Society, shall be made by the President, or should he or she be unable or incapable of so doing, by the Vice President (or in his or her absence, by the Treasurer or another such other Officer as may authorized by the Board of Directors) signing. The President, or should he or she be unable or incapable of so doing, the Vice President, or in his or her absence, the Treasurer, or such other Officer as may authorized by the Board of Directors may also seal, acknowledge, and deliver such contracts or other instruments.
6.3 Neither the Board of Directors nor any Director or Officer has the power to bind any board member or Officer in his or her individual capacity.
6.4 Subject to sections 3.18 and 3.19, Directors of the Society may be connected with other profit or not-for-profit organizations, associations, or corporations with which the Society may, from time to time, have commercial dealings. All directors and officers shall disclose to the Society the names of all such organizations, associations, or corporations in which he or she has greater than a five per cent financial interest.
6.5 Should any portion of these By-laws be found not in compliance with the laws and regulations of the State of Virginia or any other government entity having jurisdiction, that portion of the By-laws shall be amended in accordance with Article VII so as to comply. All other provisions shall remain in effect.
ARTICLE VII – AMENDMENT OF BY-LAWS
7.1 These By-laws may be amended at any meeting of the Board of Directors at which a quorum shall be present by a two-thirds vote of the board members present in person, provided that the substance of any proposed amendment shall have been set forth in the notice of the meeting at which such amendment is to be considered.
The above By-laws were adopted by the Board of Directors on November 5, 2013.
ATTACHMENT A TO THE BY-LAWS OF THE
BYRON SOCIETY OF AMERICA
BYRON SOCIETY OF AMERICA
Revised as of July 23, 2013
The purposes of the Byron Society of America are set forth in Article I of the By-laws. The Board of Directors shall endeavor to achieve these purposes primarily by implementing or fostering the following:
(a) through the establishment of partnerships with two institutional hosts, the University of Virginia and Virginia Tech, to develop, administer, and support an interactive literary society suited to an ever-advancing electronic age—one that provides solid content while also appealing to a broad audience of academics, high school teachers, readers, collectors, artists and writers, imaginatively replicating the dynamic literary exchange that occurred during afternoons at “John Murray’s 4 O’clock Friends.” The institutional hosts will provide administrative support to the Society’s infrastructure and lead the project team that provides content to the Society’s digital initiative;
(b) the support and enhancement of the Byron Society Collection, which was deeded by the Society to the permanent Special Collections of Drew University Library and which is managed under a separate agreement by an Advisory Group co-chaired by the Collection’s Founder and the Dean of the Library;
(c) the encouragement of scholarly works; and
(d) the arranging, sponsoring, or participating in seminars, events, and functions concerned with the purposes set out in Article I, as well as cooperating with other local, national, and international Byron committees and societies and, where appropriate, with other literary, educational and similar organizations.