Constitution and Bylaws
Constitution and Bylaws of the Rocky Mountain Medieval and Renaissance Association
(as revised October 19, 2015)
Article I: Name, Authority, Mission, and Purpose
Section 1. The official name of this Society is the Rocky Mountain Medieval and Renaissance Association (RMMRA).
Section 2. The RMMRA is a nonprofit Corporation registered (1989) in the State of Colorado and approved (2003) for federal income-tax exemption as a charity organized exclusively for educational purposes under Section 501(c)3 of the Internal Revenue Code.
Section 3. The mission of the Corporation shall be to form a Society dedicated to the advancement of learning in Medieval and Renaissance studies in any area of specialization–art and architecture, bibliography and the book arts, history and law, language and literature, music and mathematics, philosophy and religion, the several sciences and any other field of learning that deepens or broadens understanding of the Medieval and Renaissance periods.
Section 4. The purpose of the Society shall be to sponsor or initiate one annual Conference and such other scholarly meetings, interchanges, publications, projects, awards, subventions, or links with other societies so as fulfill the mission of advancing learning in Medieval and Renaissance studies.
Section 5. No substantial part of the activities of the Society shall attempt to influence legislation, and the Society shall not participate in any political campaign on behalf of, or in opposition to, any candidate for public office.
Article II: Membership
Section 1. The RMMRA shall be a membership Society consisting of all individuals paying annual dues. All regular presenters and appropriate others at the annual Conference shall pay dues in addition to any Conference fees.
Section 2. The membership-year shall coincide with the Conference cycle: any Member paying dues prior to or during the annual Conference is eligible for all benefits of the Society until the next Conference cycle.
Section 3. Each Member of the Society shall be entitled to voting rights at business meetings of the Society, to one annual subscription to any regular periodical issued by the Society, to an electronic copy of the Society’s newsletters, and to any other privilege or publication approved by majority vote of the Executive Board.
Article III: Governing Principles of the Society
Section 1. The business and affairs of the Society shall be managed and directed by an Executive Board consisting of Officers, Council, and ex-officio members.
Section 2. The Executive Board shall be the board of directors for the Corporation and shall, individually and collectively, have legal and fiduciary responsibility for overseeing the work of all Officers and Agents acting for the Society, for controlling the Society’s finances, and for assuring that all current and proposed activities of the Society affirm and enhance its mission and are carried out in compliance with its constitution and bylaws and all other legal and regulatory requirements.
Section 3. The Executive Board shall meet in executive session at the annual Conference to conduct the business and affairs of the Society. The quorum for face-to-face Executive Board meetings shall be seven voting members, at least one of which must be the President or the Secretary.
Section 4. The Members of the Society shall meet in plenary business session at the annual Conference to elect Officers and Council, to vote on any matters brought before the Society by the Executive Board, and to raise, discuss, and vote on recommendations, if any, to the Executive Board.
Section 5. In addition to nominations required in V.2 below, the plenary business session at the annual Conference shall be open to nominations from the floor for all Officers and Councilors in recognition that the Members exercise ultimate control of the Society by the Officers and Councilors they elect.
Section 6. Between Conferences, the members of the Executive Board may use electronic means to communicate, to discuss, to advise, to make motions, and to vote on issues that may arise. The Secretary shall keep a permanent record of all electronic motions and electronic votes. The quorum for electronic voting shall consist of nine voting members, two of which must be the President and the Secretary.
Section 7. Members of the Executive Board or its Appointees unable to continue in office shall send written notice, which may be electronic, to the Board President or Secretary.
Section 8. Members of the Executive Board or its Appointees may be removed from office for sufficient cause after due process by majority vote of the Executive Board.
Section 9. Members of the Executive Board shall receive no compensation for their service to the Society.
Section 10. The Society shall not incur a debt in excess of the current resources of the Society.
Section 11. Members of the Council may be represented at face-to-face Executive Board meetings by substitutes with voting rights.
Section 12. Members of the Council may be nominated and elected as Officers without replacement on the Council, but no sitting Officer may be elected to the Council.
Section 13. The unexpired term of any Officer vacating an office shall be filled on a temporary basis by a majority vote of the Executive Board and confirmed or replaced by the Members in attendance at the next plenary business meeting of the Society.
Section 14. The Society shall make such links as it deems valuable and practicable with the Medieval Academy of America, the Renaissance Society of America, and any other academic association or conference related to the Society’s mission.
Section 15. In keeping with the laws of incorporation in the State of Colorado, the Society shall at all times maintain a Registered Agent having a Colorado address.
Section 16. The fiscal year for filing the Society’s annual tax returns with the IRS shall be January 1 to December 31.
Section 17. The Society’s financial accounts shall be audited annually.
Section 18. Annual Conferences shall encourage submissions on a particular theme or topic but shall welcome submissions on any theme or topic.
Section 19. In any procedure left in doubt by the Constitution and Bylaws, the latest edition of Robert’s Rules of Order shall govern.
Article IV: Officers, Councilors, Terms of Office, and Other Members of the Executive Board
Section 1. The Officers of the Society shall be a President, a President-Elect, a Secretary, and a Treasurer. The President’s term of office shall consist of two complete Conference cycles beginning with the Society’s plenary business meeting. The President-Elect’s term shall be one conference cycle preceding the term as President. The Secretary’s and the Treasurer’s terms shall be three complete Conference cycles, but their terms shall be staggered so that their terms of office do not begin and end in the same Conference cycle. The Secretary and Treasurer may be elected to consecutive terms of office.
Section 2. The Councilors shall be twelve, each serving three Conference cycles with terms evenly staggered so that four Councilors shall be elected at each annual Conference. Councilors may be elected to consecutive terms of office.
Section 3. Past Presidents paying membership dues shall be ex-officio members of the Executive Board. All past Presidents who have not paid membership dues shall be welcomed and encouraged to participate electronically as nonvoting advisors to the Society’s President and Executive Board.
Section 4. The Editors in Chief of any scholarly publication issued by the Society and the Registered Agent shall be ex-officio members of the Executive Board.
Section 5. The Society’s Conference Chairs and Co-Chairs shall be ex-officio, nonvoting members of the Executive Board starting two Conference cycles in advance of and including the year of their Conference.
Article V: Duties of Officers, Councilors, Executive Board, and Appointees
Section 1. The President shall be responsible for all of the following: seeing that the constitutional obligations and directives of Executive Boards past and present are carried out; annually distributing the Society’s Officers’ Handbook to all current and newly elected members of the Executive Board; ensuring that Conference Organizers receive updated copies of the Society’s Conference Organizer’s Guide; assisting the work of all Members with responsibility for the Society’s operations; calling or causing to be called all meetings of the Executive Board and of the Society as a whole; preparing the agenda and conducting meetings of the Executive Board and presiding over plenary meetings of the Society; publicizing and initiating competition for the Society’s scholarly awards; preparing the Society’s newsletters; approving any reimbursements to the Treasurer; and offering a professional public presence for the Society.
Section 2. The President in concert with and with the approval of other members of the Executive Board shall annually nominate Officers and Councilors to be elected by the Members of the Society in attendance at the annual plenary business session (III.4), shall make every effort possible to schedule Conferences three years in advance, shall act as the Editorial Advisory Board with ultimate responsibility for all scholarly publications of the Society, and shall make all appointments necessary or useful for carrying out the mission of the Society including the Editor in Chief of any periodical or other scholarly publication, the Registered Agent for the Society, the Webmaster for the Society’s webpage, the Conference Organizers, and annually the Auditor responsible for conducting an audit of the Society’s finances.
Section 3. The President-Elect shall, in addition to carrying out all responsibilities as a member of the Executive Board, become conversant with all aspects of the Society’s operations as well as the duties of all members of the Executive Board and its Appointees so as to be prepared to assume the office of President at the plenary business meeting of the Society’s annual Conference.
Section 4. The Secretary shall be responsible for member-related correspondence and for creating and preserving or causing to be preserved all records of the Society’s history, actions, and membership. Thus, the Secretary shall take or cause to be taken minutes of all Executive Board meetings and distribute them to all members of the Board within four weeks of the meeting; shall keep a record of all decisions of the Executive Board conducted electronically between Conferences; shall keep, in duplicate hardcopies, Executive Board agendas, approved minutes, copies of reports submitted by Officers or Appointees at Executive Board meetings, Conference programs, and any other record or historically important document, making one set of Society records available for consultation by Members and keeping the other set in a safe place so that official records of the Society are never lost; shall transmit one set of complete records to his or her successor and the other set to the Archivist at Brigham Young University for preservation in the Society’s archives; shall maintain and regularly update the mailing list and membership lists; shall keep the most recently updated copies of the Constitution and Bylaws, the Officer’s Handbook, and the Conference Organizer’s Guide readily available for the President’s use; shall distribute the President’s newsletters to the mailing list; and shall handle correspondence with Members as necessary.
Section 5. The Treasurer shall be responsible for careful management of the Society’s assets, for complete and fully documented records of all income and expenses including those of the Conference Organizers, and for carrying out all federal requirements relating to our status as a tax-exempt 501(c)3 charity. Thus, the Treasurer shall promptly bank in interest-bearing accounts as possible and appropriate all assets and moneys received; shall keep a record with name, date, purpose, and amount of every item of income or expense; shall provide a detailed, written annual report for the Conference Executive Board meeting covering all mounts and sources of income and amounts for all items and categories of significant expense; shall annually open all records for the annual audit, complying with any requests or recommendations by the auditor or Executive Board; shall promptly record and forward to the Secretary the name, address, email, area(s) of specialization, and Conference years covered (if more than one) of all Members paying dues; shall handle all correspondence relating to dues and all correspondence to donors, including notes of thanks and compliance with IRS disclosure requirements; shall annually file with the IRS the appropriate form or forms required by our tax-exempt status and comply with all other IRS regulations relating to 501(c)3 charities; shall work out procedures and requirements for reimbursements to the other Officers and Agents and obtain the President’s approval for any reimbursements to the Treasurer; shall complete all financial accounts and records for the Conference at which the new Treasurer is installed, transmitting all financial records compiled during tenure as Treasurer to the new Treasurer no later than six weeks after the end of the annual Conference; and shall arrange with the new Treasurer to transfer Association assets to the bank of the successor’s choice no later than six weeks after the end of the annual Conference.
Section 6. The Editors in Chief, if any, of Society publications shall be responsible for appointing and coordinating the work of assistant editors; for soliciting and receiving submissions, for appointing appropriate reviewers, and for approving all submissions accepted for publication; for copy editing, publication, and distribution or providing for same; for ensuring that publications are indexed in standard bibliographic sources and for making any other necessary efforts to publicize Society publications; for keeping the President informed about publication schedules and reporting any difficulties or problems; and for annually reporting at the Conference Executive Board meeting on submissions, acceptances, and any other relevant matters.
Section 7. The Registered Agent shall be responsible for maintaining the Corporation’s good standing with the Colorado Secretary of State by providing a name and Colorado address for any official correspondence to the Society from the state or federal governments. Thus, the Registered Agent shall immediately file upon appointment a report registering his or her name and Colorado address as the official Agent for the Society and pay by electronic means a small filing fee; shall immediately file a report of any change in the Registered Agent’s name or address; shall no later than January, and for each January thereafter while in office, file the annual required report reaffirming the Agent’s name and address and pay the filing fee; shall send to the Society’s Treasurer the official record of all filings with the Colorado Secretary of State’s Office along with any request for reimbursement for fees; and shall promptly report to the Society’s President or other Officer any official correspondence from the state or federal government.
Section 8. The Webmaster shall be responsible for maintaining and developing the Society’s webpage and for making all annual updates required by changes in Officers, Councilors, Editors, Conference Directors, or Appointees.
Section 9. The Conference Organizers–Chair and Co-Chair–shall judiciously consult the Society’s Conference Organizer’s Guide in all matters relating to the annual Conference; shall report in person or in writing on their progress at the Conference Executive Board starting two Conference cycles in advance; shall insure that all presenters in regular sessions and others as appropriate pay the Society’s annual membership dues; shall send copies of all registration forms and dues to the Society’s Treasurer soon after receipt; shall keep a careful and detailed record of all receipts, contributions, and expenses and send a report of same along with any excess of income over expenses to the Society’s Treasurer within four weeks of the end of the Conference; and shall as far as reasonably possible manage the Conference finances such that neither the local sponsors nor the Society are left with indebtedness.
Article VI: Alterations and Amendments
Adoption of a new Constitution or amendments to this Constitution and Bylaws shall be adopted by a two-thirds (2/3) vote of the Executive Board members present at the annual Conference provided that no changes shall be made disqualifying the Society for federal income-tax exemption under Section 501(c)3 of the Internal Revenue Code. All proposed changes shall be emailed to the members of the Executive Board at least four weeks in advance of their adoption. Voting by proxy shall be permitted.
Article VII: Dissolution
The Society shall be dissolved only at a meeting, held by telephone or other electronic means if necessary, called for the purpose by a three-quarters (3/4) vote of the members of the Executive Board present. Dissolution shall be in compliance with the applicable provisions of the laws of the State of Colorado. Any Society assets remaining after payment of all outstanding liabilities and obligations shall be given, as determined by a majority vote of the members of the Executive Board present, to one or more organizations, funds, or foundations organized and operated exclusively for educational purposes. No part of the net earnings of the entities chosen shall inure to the benefit of any private shareholder, members, or individual nor shall that entity carry on propaganda or participate or intervene in any elective political campaign.
Article VIII: Indemnification
The Society shall, to the full extent permitted by Colorado law, indemnify the Members of the Executive Board and its Appointees, past or present, who were or are a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason that they are or were an Officer, Councilor, or Appointee of the Society. The right of indemnification shall inure to the benefit of the heirs and personal representatives of the Officer, Councilor, or Appointee.
The foregoing Bylaws were adopted by the Society on October, 19, 2015 as approved by the Executive Board.