BYLAWS OF

MEDIEVAL AND RENAISSANCE DRAMA SOCIETY,

a Michigan Nonprofit Corporation

SECTION I

NAME AND ORGANIZATION

The name of this Michigan nonprofit corporation shall be Medieval and Renaissance Drama Society (the “Corporation”). The Corporation is organized on a membership basis.

SECTION II 

PURPOSE

2.1  The Corporation is formed exclusively for charitable, literary, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law;

2.2  To plan and convene annual meetings of scholars and other persons interested in medieval and Renaissance drama, to sponsor long-range projects of interest to such persons, and to support the publication of material of interest to such persons, and to support the publication of material of interest to the Society including the Early European Drama in Translation (EEDT) Series and Research Opportunities in Medieval and Renaissance Drama (ROMARD); and 

2.3  To aid, support, and assist by gifts, contributions or otherwise, other corporations, community chests, funds and foundations organized and operated exclusively for charitable, scientific, or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation.

2.4  To do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, whether such others be persons or organizations of any kind or nature, such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments, or agencies.

2. 5.   Rules of Order. Parliamentary Procedure contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Corporation in all Council Meetings, Annual Meetings, Committee Meetings, Special Committee Meetings and Standing Committee Meetings to which they apply and in which they are consistent with these bylaws and any special rules of order which the Council may from time to time adopt. Meetings will use agendas and record and approve Minutes. All Agendas and Minutes shall be delivered to the Secretary-Treasurer for deposit in the Corporation’s Records.

SECTION III

 MEMBERS

3.1.  Eligibility for Membership. Membership in the Corporation shall be open to all medieval and Renaissance Drama scholars and to other persons to whom the study of medieval and Renaissance Drama is personally important, without regard to race, creed, color, age, gender, sexual orientation, disability, national origin or level of physical fitness, provided the individual satisfies the following requirements:

1. Has an interest in the purposes and goals of the Corporation;

2. Complies with all of the Corporation’s bylaws, rules, policies and procedures governing membership.

3.2.  Termination of Membership.  Membership may be terminated by the Council in the event an individual fails to satisfy the requirements above. A member shall forfeit membership if that person is in default of dues six months after being billed or two months after a second notice of dues has been mailed to him.

3.3.  List of Members. The Secretary-Treasurer shall keep and maintain a complete list of the rostered Members.

3.4 Meetings.  Annual meetings of the Society shall normally be held during the International Congress on Medieval Studies (Kalamazoo). Notice of meetings shall be mailed to members by the Secretary-Treasurer at least 30 days prior to the time of meeting, unless members are duly notified by an announcement in the official program of the International Congress on Medieval Studies. Sponsored sessions will ordinarily be organized by the Society for the International Congress on Medieval Studies (Kalamazoo), the Annual Meeting of the Modern Language Association, the International Medieval Congress (Leeds), and any other venues approved by the Society.

SECTION IV 

COUNCIL OF DIRECTORS

4.1.   Number and Qualification. The property, business and affairs of the Corporation shall be managed under the direction of its Board of Directors (the “Council”), which shall consist of a minimum of five (5) and a maximum of nine (9) voting members, natural persons, consisting of a President, a Vice-President, a Secretary-Treasurer, and six (6) other at-large directors (collectively, the “Council”) elected by the paid-up members of the Society.

4.2.   Nominations.  Nominations for election to Council office shall be made by a Nominating Committee. Nominations may also be made by petition of twenty members of the Society in writing to the Secretary-Treasurer. Such petitions must be received at least one month prior to the annual meeting preceding the election. The Nominating Committee shall consist of a chair, who may but need not be an officer of the Council, and one or more members of the Society. The Nominating Committee shall be appointed by the President of the Society prior to each annual meeting, to serve from the conclusion of that annual meeting until the conclusion of the following annual meeting. Such appointment shall be announced at each annual meeting. The Nominating Committee shall make at least two nominations for each vacancy on the Council, taking carefully into account the various constituencies making up the Society. The candidate receiving the largest number of votes will be appointed to the vacant position.

The Council shall have the power to nominate to the annual meeting candidates for honorary membership. The number of honorary members shall at no time exceed six.

4.3  Tenure and Election. Council shall be elected by an affirmative vote of the majority of the eligible and paid up members.   The Vice-President shall be elected every two years for a single two-year term, after which (s)he will ordinarily succeed the President without further election; the President shall serve a single two-year term; the Secretary-Treasurer shall be elected for an initial five-year term and, thereafter, shall stand for election every three years for three­ year terms; the other officers of the Council shall be elected two each year in rotation for no more than two successive three-year terms. An Editor of the MRDS Newsletter and an MRDS Website Manager shall be appointed by and serve at the pleasure of the Council. They, in addition to the Editor of ROMARD, shall be non-voting members of the Council.

4.4.   Vacancies. Whenever a vacancy occurs in the Council resulting in an unexpired term, the President shall make a recommendation to fill such vacancy for the unexpired term. Any appointment shall be ratified by the Council.  A Resolution of the Council confirming the election or appointment of the Council and/or Director(s) shall be filed with the minutes of the next meeting.

4.5.   Resignation and Removal. A Council Member may be removed with or without cause at any time upon the affirmative vote of the majority of the Council then in office. A Council Member may resign at any time upon providing the Corporation with a written notice of resignation, which resignation shall be effective upon receipt by the Corporation or at a subsequent time as set forth in the notice.

Should the Vice-President not wish to succeed the President or should at least twenty members of the Society petition the Secretary-Treasurer at least one month before the appropriate annual meeting to hold an open election for President, the Nominating Committee shall ensure that at least two candidates for President be presented to the Society. Those petitioning for an open election may, but are not obliged to, nominate a candidate.

Should the President resign or be otherwise incapacitated before her/his term is completed, the Vice-President shall succeed the President and (unless at least twenty members of the Society petition the Secretary-Treasurer at least one month before the appropriate annual meeting to hold an open election for President) serve a full two-year term . Should the Vice-President resign or be otherwise incapacitated before his/her term is completed, the Council shall appoint an interim Vice-President, who shall serve until an election can be held. Should an at-large officer of the Council resign or be otherwise incapacitated before his/her term is completed, the seat shall remain vacant pending an election. Term of office shall normally be from the conclusion of the annual meeting following the election until the conclusion of the annual meeting three years following, or as appropriate to the length of term to which the officer has been elected.

4.6.  Annual Meeting. The Council will normally meet each year in conjunction with the Annual Meeting of the Society. The Council shall have the right to take any action in the absence of a meeting of the Council which they could take at a meeting of the Council by obtaining the written approval of a majority of the total number of Council members. Any action so approved shall have the same effect as though taken at a meeting of the Council. The Council shall, at its discretion, poll the membership of the Society as a whole to assist it in making various decisions, either by mail or at the Society’s annual meeting.

4.7.   Regular Meetings. Regular meetings of the Council may be held at a time and place as determined by a Council resolution. All regular meetings of the Council shall be open to the public. The place, date and time, and agenda of the meeting shall be posted on the Corporation’s website three (3) calendar days prior to each meeting. Minutes of all regular meetings of the Council shall be posted on the Corporation’s website.

4.8.  Special Meetings.  Special meetings may be called by at least three Council members with at least 10 days notice.

4.9.  Meeting by Telephone or Similar Equipment. A Council Member may participate in a meeting by electronic communications through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

4.10.   Officers-Powers.  The President or a duly elected representative shall preside at all meetings of the Council and of the Society. The President shall appoint the Nominating Committee and other pertinent committees, and shall supervise the affairs of the Society during the year. 

The Vice President shall serve as presiding officer in the absence of the President, shall manage the Society’s annual Research and Publication Awards, and shall assist in the affairs of the Society. 

The Secretary-Treasurer shall keep records of actions taken by the council and by the Society, including all voting matters, and shall present minutes for approval at the next annual meeting of the Council. The Secretary-Treasurer shall also serve as Treasurer, receiving and depositing in appropriate bank accounts all monies of the Society, keeping proper books of account, and presenting annually to the Council an annual statement of income and expenditures. The Secretary-Treasurer shall keep an up-to-date membership list of the Society, with addresses, and shall conduct mail ballots when necessary, and shall give notice when dues are payable and overdue. 

4.11.  Quorum. A majority of the Council Members then in office constitutes a quorum for the transaction of any business at any meeting of the Council, other than for the purposes of the removal of a Council Member. Actions voted on by a majority of the Council Members present at a meeting where a quorum is present shall constitute authorized actions of the Council.  

4.12.  Powers.  The Council shall be empowered to conduct the affairs of the Society. Specifically it shall have the power:

1. To fix annual dues, and to receive the annual dues of the members and administer  

the Society’s funds;

b.  To determine the editorial policy of the Society, and have general oversight over    

publication and the appointment of editors;

3. To plan the annual meeting, or to appoint at its discretion a Program Committee   

for this purpose, or to act itself as a Program Committee; 

  d.  To adopt and publish rules and regulations governing the Society.

4.13.  Compensation. Council Members shall serve without compensation. Council Members may be reimbursed for actual, reasonable, and necessary expenses incurred in their capacity as a Council Member. The Council will determine appropriate expenses.

SECTION V

 INDEMNIFICATION

5.1.  Indemnification. The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any Council Member or Officer of the Corporation (and, to the extent provided in a resolution of the Council or by contract, may indemnify any Council Member or non-Council Member volunteer, Officer, employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a Council Member, Officer, non-Council Member, volunteer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Council Member, Officer, non-Council Member, volunteer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees (which expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as provided by law), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted (or refrained from acting) in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The indemnification herein provided for shall continue as to a person who has ceased to be a Council Member or Officer of the Corporation and to the extent provided in a resolution of the Council or in any contract between the Corporation and such person, may continue as to the person who has ceased to be a non-Council Member, volunteer, employee or agent of the Corporation. Any indemnification of a person who was entitled to indemnification  after such person ceased to be a Council Member, Officer, non-Council Member, volunteer, employee or agent of the Corporation shall continue to inure to the benefit of that person and to the benefit of the heirs and personal representatives of such person.

5.2. Determination. The determination as to whether a Council Member, Officer, employee, or agent is entitled to indemnification as provided for in Section 5.1 hereinabove shall be made in any of the following ways:

1. By the Council, by a majority vote of a quorum consisting of Council Members who   

were not parties to the action, suit or proceeding.

2. If the quorum described in subdivision (a) is not obtainable, by majority vote of a 

committee designated by the Council, in which Council Members who are  parties may participate, consisting solely of two or more Council Members not parties to the action or proceeding.

3. By independent legal counsel in a written opinion.

SECTION VI 

FISCAL AND ADMINISTRATIVE PROVISIONS

6.1.  Fiscal Year. The fiscal year of the Corporation shall be June 1 through May 31.

6.2.  Contracts. The Council may authorize by resolution any officer or officers, agent or agents, to enter into any contract on behalf of the corporation and such authority may be general or confined to specific instances.

6.3.  Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances.

6.4.   Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Council.  

6.5.  Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Council may select.

SECTION VII 

DISSOLUTION

Upon the termination, dissolution or winding up of the Corporation, the Council shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all assets of the Corporation to a new entity established by the Corporation, provided such organization is organized and operated exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or its successor statute. 

SECTION  VIII

AMENDMENTS

Amendments to these Bylaws may be proposed by the Council or by written petition signed by at least twenty members in good standing. Such proposed amendments shall be moved and seconded at an annual general meeting and voted upon by the membership at the next annual general meeting.

SECTION XIII  

STATEMENT OF ETHICS AND CONFLICT OF INTEREST

To encourage service in the true sense and to promote and maintain the highest standards among members, the Medieval and Renaissance Drama Society Council adopts and abides by a Code of Ethics and Conflict of Interest Policy. See Addendum A and B.

Approved:                                         

Medieval and Renaissance Drama Society 

             By:   Frank M. Napolitano Jr., Secretary-Treasurer, 24 May, 2016

Addendum A

CODE OF ETHICS POLICY OF MEDIEVAL AND RENAISSANCE DRAMA SOCIETY

a Michigan nonprofit corporation

This Code of Ethics sets forth standards of behavior for Council Members of Medieval and Renaissance Drama Society.  It is intended to assist them in fulfilling their duties under the law.

1. Be Informed.

Council Members owe the nonprofit Corporation they serve a duty of care. The duty of care requires them to exercise their authority to make decisions for the Corporation with the prudence that an ordinary person would exercise. To be able to fulfill this fiduciary duty of care, it is necessary that the Council Member be well informed about the organization, its mission, its operations and the transactions in which it proposes to engage.

The Council Member shall require financial reports and information adequate for the Council Member to understand the assets, liabilities, revenues, and expenses of the Corporation. The information should be adequate to allow the Council Member to make informed and prudent decisions about the budget, the operations and balancing the short term and long term needs of the Corporation.

2. Participate.

Each Council Member must regularly attend and participate in the Council meetings. It is not possible to satisfy the duty of care without doing so. In addition, the Council must meet regularly. If the Council is not meeting regularly, it is incumbent upon the Council Members to request such meetings.

3. Use independent judgment.

As a Council Member votes on matters before the Council, the Council Member must exercise independent judgment on the matter at hand. The Council Member may seek advice and input from consultants and other Council Members; however, ultimately the Council Member must decide independently based upon their understanding of the situation. A Council Member should not vote yes or no merely because someone else is doing so. A Council Member should not “rubber stamp” the recommendations of others. A Council Member should not vote on something they do not understand.

4. Act in best interests of the Corporation.

A Council Member also has a duty of loyalty to the Corporation, i.e., the Council Member must act in the best interests of the Corporation and not their own personal interest or even the interest of some third party.

5. Disclose conflicts.

Because a Council Member must act in the best interest of the Corporation, it is necessary that the Council Member disclose any facts that may cause the Council Member to be unable or appear to be unable to fully fulfill their duty of loyalty. As circumstances arise, the Council Member should disclose any actual or potential conflict when the Council (or committee) considers a transaction. The Council Members should be certain that the procedure designed to deal with any such transaction is fully implemented each time a conflict arises.

6. Recuse.

After disclosing an actual or potential conflict of interest, the Council Member should leave the room while the matter is discussed and should not vote on the matter. Notwithstanding the fact that some state laws allow the conflicted Council Member to be considered for purposes of ascertaining a quorum, the better practice is to assure that a quorum consisting of unconflicted Council Members is available. The conflicted Council Member should not attempt to influence the decision in any way, but may provide information requested by the Council.

7. Maintain confidences.

A Council Member will frequently receive confidential information about the Corporation. The Council Member is obligated to keep such information confidential. The Council Member should not be discussing such information with non-Council Members unless specifically instructed by the Council to do so. The Council Member should be alert to circumstances where confidentiality obligations may create a conflict. For example, a Council Member employed by a body that funds the Corporation on whose Council the Council Member serves may not share with their employer confidential information about the Corporation.

8. Support the Corporation.

The Council Member should support the Corporation they serve. The support should include public support of the mission of the organization.

Addendum B

CONFLICT OF INTEREST POLICY OF MEDIEVAL AND RENAISSANCE DRAMA SOCIETY

a Michigan nonprofit corporation

SECTION I

Purpose

The purpose of this Conflict of Interest Policy (the “Policy”) is to protect the interests of Medieval and Renaissance Drama Society, a Michigan nonprofit corporation (the “Corporation”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Council Member of the Corporation. The Policy is intended to supplement but not replace any applicable federal and state laws governing conflicts of interest applicable to a nonprofit corporation organized under the Michigan Nonprofit Corporation Act, as amended (the “Act”) that is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code (the “Code”).

SECTION II

Definitions

1. Interested Person. Any Council Member or member of a committee with Council-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest. A person has a “financial interest” if the person has, directly or indirectly, through business, investment, or family:

1. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; or

2. a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or

3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

A “financial interest” is not necessarily a conflict of interest. Under SECTION III, Section 2 below, a person who has a financial interest may have a conflict of interest only if the appropriate Council or committee decides that a conflict of interest exists.

3. Compensation. “Compensation” includes, but is not necessarily limited to, direct and indirect remuneration as well as gifts or favors that are substantial in nature.

SECTION III

Procedures

1. Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of their financial interest and must be given the opportunity to disclose all material facts to the Council and members of committees with Council delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the Council or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Council or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest.

1. An interested person may make a presentation at the Council or committee meeting, but after such presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

2. The chairperson of the Council or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the Council or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Council or committee shall determine by a majority vote of the disinterested Council Members whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

4. Violations of the Conflicts of Interest Policy.

1. If the Council or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

2. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Council or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION IV

Records of Proceedings

The minutes of the Council and all committees with Council-delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Council’s or committee’s decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

SECTION V

Compensation

1. Council of Directors. A voting member of the Council who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

2. Committees. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

3. Compensation Information. No voting member of the Council of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

SECTION VI

Annual Statements

Each Council Member and member of a committee of the Corporation with Council-delegated powers shall sign a statement which affirms that such person:

1. has received a copy of the Policy;

2. has read and understands the Policy;

3. has agreed to comply with the Policy;

4. understands that the Corporation is a charitable organization within the meaning of Section 501(c)(3) of the Code and that in order to maintain its federal tax exemption it must engage primarily in  activities which accomplish one or more of its tax- exempt purposes; and
5. make an annual written disclosure of the relationships that might constitute a conflict, such as where the Council Member is employed and what their significant ownership interests are and other Councils on which they serve.

SECTION VII

Periodic Reviews

To ensure that the Corporation operates in a manner consistent with its tax-exempt purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic review shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits, if any, are reasonable, based on competent survey information and are the results of arm’s-length bargaining.

2. Whether partnership and joint venture arrangements and arrangements with management organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the Corporation’s tax- exempt purposes and do not result in inurement, an impermissible private benefit, or an excess benefit transaction.

SECTION VIII

Use of Outside Experts

In conducting the periodic reviews provided for in SECTION VII above, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Council of its responsibility for ensuring that periodic reviews are conducted.