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THE NEW CHAUCER SOCIETY
I. Name of Corporation The name of the corporation is "The New Chaucer Society," hereafter referred to as "the Society." II. Organizational Purpose The purpose of the Society is to promote study, criticism, and research related to Chaucer and medieval culture. III. Legal Status The Society is registered under U.S. law as a 501(c)(3) charitable organization, donations to which are tax-deductible to the extent allowable by the Internal Revenue code. IV. Membership A. Eligibility Membership is open to any person interested in Chaucer and medieval culture. B. Rights and Obligations of Members Active members shall consist of persons who are current in their payment of dues at the rates and periods established by the Trustees. All members in good standing may vote in the Society’s elections, resolutions, and on such issues as shall arise for the consideration of the membership. The officers of the Society, including the Trustees, shall be elected by a simple majority of all ballots cast. C. Dues The dues structure shall be determined by the Board of Trustees in conversation with the Executive Director and advertised to the membership. Honorary, non-voting members may be elected by the Board of Trustees and will not be obligated to pay dues. D. Termination of Membership Membership may lapse for failure to pay dues or may be terminated by the Board of Trustees for failure to adhere to the Society’s published standards of conduct. V. Governance A. Structure and Eligibility The Society shall be managed by seven Trustees elected by the membership, and two Officers: a President elected by the membership for a term of two years, and an Executive Director appointed by the Trustees. The Officers and Trustees shall constitute the Board of Trustees, with one vote apiece. Insofar as possible, the composition of the Board of Trustees should reflect the international character of Chaucerian studies and the diversity of the membership of the Society. In the event of the resignation or death of the President or the Executive Director, a successor shall be selected by the Board of Trustees to serve for the unexpired term. B. President 1. Powers and Responsibilities In addition to the responsibilities elsewhere set out in these bylaws, the President shall have the a. Preside at meetings of the Board of Trustees and at the business meetings of the 2. Election The Trustees shall nominate three candidates for the office of President, and those names shall be submitted to the whole membership for election by the entire Society. This election shall normally coincide with the Trustee election in the second year of the current president’s term. 3. Term The term of the President shall be two years, and a President shall not normally succeed themselves without the lapse of one term between elections. 4. Removal A President’s term may be terminated early by a majority vote of the Executive Director and Trustees for failure to uphold the purposes of the Society or to adhere to the Society’s published standards of conduct. 5. Resignation/vacancy Upon early vacancy of the President position, the Board of Trustees shall appoint an acting President, and the Trustees shall initiate an election to fill the position. 6. Compensation The President shall receive no compensation for their services to the Society; however, they may be reimbursed for expenses incurred in connection with such service. C. Executive Director 1. Powers and Responsibilities In addition to the responsibilities elsewhere set out in these bylaws, the Executive Director shall have the duty to: a. Prepare the agenda for meetings of the Board of Trustees and of the business 2. Scope of Responsibility With the approval of the Board of Trustees, the Executive Director may arrange for such 3. Appointment and Term The Executive Director shall be appointed by the President and Trustees, upon recommendation 4. Removal An Executive Director’s term may be terminated early by a majority vote of the President and 5. Resignation/vacancy Upon early vacancy of the Executive Director position, the Board of Trustees shall appoint an acting Executive Director and the President shall appoint and chair an ad hoc search committee of at least three members to fill the position. 6. Compensation The Executive Director may receive compensation as determined by the President and Trustees. The Executive Director may also be reimbursed for expenses incurred by carrying out their duties. D. Board of Trustees 1. Authority In addition to the authority set out elsewhere in these bylaws, the Board of Trustees shall have authority to: a. Initiate revisions to the rules and regulations governing the Society. 2. Duties In addition to the duties set out elsewhere in these bylaws, the Board of Trustees shall have duty to: a. Cause to be kept a complete record of all its actions and corporate affairs and to present a statement thereof to the membership when such a statement is requested in writing by one-fourth of the Members who are entitled to vote. 3. Election and Term The Trustees shall be elected biennially by the membership for staggered terms of four years, usually extending from the start of one biennial congress through the end of the second congress (four years later) after their election. In the event of congress cancellation or deferral, the Board of Trustees may extend the terms of those Trustees whose terms were to end, but not beyond the end of the next congress. The Trustees shall not normally succeed themselves without the lapse of one term between elections. The slate of Trustee candidates shall be compiled by a Nominating Committee (see below). 4. Removal A Trustee’s term may be terminated early by a majority vote of the other Trustees, President, and Executive Director for failure to uphold the purposes of the Society or to adhere to the Society’s published standards of conduct. 5. Resignation/vacancy Upon early vacancy of a Trustee position, the remaining Trustees shall appoint a successor to serve out the term, drawing on the work of that year’s Nominating Committee or, if they deem necessary, requesting a new slate from the Nominating Committee. 6. Compensation The Trustees shall receive no compensation for their services to the Society; however, they may be reimbursed for expenses incurred in connection with such service. 7. Meetings a. Frequency. Meetings of the Board of Trustees shall be held at least biennially, normally in conjunction with the congress.
VI. Committees A. Standing Committees 1. Finance Committee a. Charge and Membership. The Finance Committee is charged with advising the Executive Director with regard to the budget and other aspects of the Society's finances. It shall consist of five members. Three serve staggered terms of six years, to be elected or appointed in such manner as the Trustees may decide; the remaining two members are the Executive Director and the current President of the Society, who serve ex officio. All members have voting privileges in the Committee. b. Duties. The duties of the Finance Committee will be: i) to review, on a continuing basis, the fiscal transactions of the Society; ii) to develop and maintain investment budgeting and to ensure prudent accounting policies; iii) to advise on and carry out the policies of the Trustees regarding specific projects that the Trustees have decided to fund. Any major change to the budget or in the status of investments shall be reported to the Trustees. The committee may, at its discretion, seek professional advice necessary to the performance of its duties. The Report of the Executive Director at each meeting of the Trustees will contain a report from the Finance Committee.
2. Nominating Committee a. Charge, membership, and term. The Nominating Committee is charged with
B. Ad Hoc Committees 1. General Ad hoc Committees may be appointed by the Executive Director, President, or Board of Trustees to carry out particular Society needs (determining prizes, fellowships, etc.) or to address concerns. Such committees will report to the Board of Trustees. 2. Search Committee The President shall chair and appoint a search committee to nominate the Executive Director when the occasion arises. 3. Resolutions Resolutions that directly uphold the purposes of the Society, are no longer than 300 words, and bear the signatures of at least ten members may be submitted to the Executive Director, President, and Trustees. Upon receipt of such a resolution, the Executive Director, President, or VII. Fiscal The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board of Trustees showing income, expenditures, and pending income. The financial records of the organization shall be made available to the membership upon request (see Inspection of Records). Funds, including payments, from the Operating Account(s) and the Endowment Account(s) are to be kept and managed separately. VIII. The Congress A. Purpose and interval An international congress of the Society shall be held at regular intervals, normally every two years, in a place to be recommended to the Board of Trustees by the Executive Director. Each congress shall be devoted to the study of Chaucer, medieval culture, and related topics. The Executive Director shall provide timely communication to the membership about each stage of congress development. In an emergency, the Trustees shall have the power to cancel or reschedule a congress. B. Organization and Management The program and policies of the congress shall be determined by a Program Committee. The delivery of the congress will be managed by a Local Arrangements Committee, with oversight by the Board of Trustees. Overall coordination shall be the responsibility of the Executive Director. 1. Program Committee The Program Committee shall consist of a chair or co-chairs, the Executive Director ex officio, the President ex officio, the chair of the Local Arrangements Committee ex officio, and additional Society members, typically three or four, who are not Trustees. The chair(s) are appointed by the Board of Trustees. The Executive Director shall solicit nominations from the membership for the additional members of the committee, from which the Board of Trustees, in consultation with the chair(s), will make a selection. 2. Local Arrangements Committee The Local Arrangements Committee shall consist of a chair or co-chairs appointed by the Board of Trustees, the Executive Director ex officio, and additional members from institutions in proximity to the congress location. The Local Arrangements Committee shall ensure that the Society's best interests are protected, including its financial health, and must operate within the budget guidelines adopted in advance for each congress by the Executive Director. 3. Executive Director The Executive Director shall serve as the Society’s central point of contact for the Program Committee and the Local Arrangements Committee, assisting both committees at every phase of their work, and handling the Society’s financial obligations in this regard. If the Executive Director cannot act in this capacity, a member of the Finance Committee may do so, but on an emergency basis only. C. Biennial Lecturer The congress will feature a biennial lecture, delivered by a speaker chosen by the Board of Trustees on the advice of the membership. The Executive Director will solicit suggestions from the membership for the speaker and transmit them to the Board of Trustees. D. Presentation and Attendance Eligibility Only members of the Society may present at the Congress. Exceptions to this rule – for example, for non-medievalists invited to speak – are subject to approval by the Trustees. E. Business Meeting Each international congress shall include a business meeting chaired by the President with an agenda established by the Executive Director, at which the Executive Director shall report to membership on the administrative and financial affairs of the Society. IX. Studies in the Age of Chaucer and Other Publications The Society shall regularly publish the scholarly journal Studies in the Age of Chaucer (SAC), to which all members will have access. Subscriptions to SAC shall also be available to nonmembers, such as libraries. The editor(s) of SAC are appointed by the Trustees from a pool of applications solicited from the membership of the Society. The editor(s) shall be responsible for content and editorial control; the Executive Director shall be responsible for manufacture and distribution. The editor(s) shall deliver a report on the status of and plans for the journal at the regular meetings of the Board of Trustees. The Board of Trustees shall retain final oversight of the journal. X. Inspection of Records The most current version of these bylaws will be readily available to all members of the Society. Other society documents and records not already available to the membership shall be subject to inspection by any member upon petition to and approval by the Board of Trustees. XI. Amendments to the Bylaws Amendments to these bylaws may be proposed to the Board of Trustees by petition from any Society member. If the Board of Trustees approve such an amendment, they shall direct the Executive Director to submit it to the membership for a vote. A simple majority of the members voting shall constitute approval. XII. Dissolution The Society may be dissolved by a simple majority vote of the Board of Trustees that is subsequently ratified by a simple majority vote of the members voting on the dissolution. Upon dissolution, the existing assets of the Society shall pass to the Medieval Academy of America after the satisfaction of all existing indebtedness.
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