Bylaws

Bylaws of The Vergilian Society, Inc
mdopted April 2, 2005
Last amended January 3, 2014
Article I: Name

    The society shall be known as THE VERGILIAN SOCIETY, INC. (hereafter called the “Society”) and shall maintain its offices at such place(s) as the Board of Trustees may designate. The Society operates in Italy at The Harry Wilks Study Center at the Villa Vergiliana, Via Cuma 320, 80070 Bacoli (NA), under the supervision of the Administrative Director of The Harry Wilks Study Center at the Villa Vergiliana, with powers and responsibilities as delegated under the General Power of Attorney.

Article II: Purpose

The purpose of the Society shall be to advance knowledge about the classical world in general and about Vergilian studies in particular. This purpose shall be accomplished by (1) supporting the teaching of classics at all levels, in both the schools and universities; (2) diffusing knowledge through t he publications of the Society, especially through its journal, Vergilius, and through appropriate scholarly and academic programs; (3) conducting sessions, study tours, and academic conferences in Italy and elsewhere; 4) promoting intercultural exchange between the North America and Italy; and (5) sponsoring other scholarly and pedagogical programs, as the Board of Trustees might establish.

The Vergilian Society is organized exclusively for charitable, educational, and scientific purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article III: Membership

Any person wishing to support the purposes of the Society may become a member by payment of annual dues as determined by the Board of Trustees. Anyone who has paid dues for the year is part of the General Membership of the Society. The Society is an international organization, so membership is open to all nationalities. The membership year is the Society’s fiscal year, October 1 through September 30.

The Board of Trustees shall establish and determine membership categories and fees.

Article IV: Administration

A. The Board of Trustees shall have ultimate responsibility for all policy decisions of the Society. The Board of Trustees shall consist of the five Officers of the Society, the Editor of Vergilius, the Chair of the Villa Management Committee, the Administrative Director of The Harry Wilks Study Center at the Villa Vergiliana, and six At-Large Trustees elected by the General Membership of the Society. Each member of the Board of Trustees shall have one vote at board meetings, and issues will be decided by a simple majority of votes cast, both by members present and voting and by those voting by proxy. For the transaction of day-to-day business, voting shall be done electronically. The Board of Trustees will be responsible for arranging scholarly sessions at professional meetings and symposia on behalf of the Society. Normally the Society will sponsor one paper session at the annual meeting of the Society for Classical Studies and one international symposium at The Harry Wilks Study Center at the Villa Vergiliana each year. Other scholarly sessions and symposia may be arranged at the pleasure of the Board of Trustees. The Board of Trustees will endeavor to ensure that participation in the Society’s sessions and symposia is open to as many scholars as possible, both North American and European. Responsibility for planning and executing sessions and symposia may be delegated to one or more members of the Society, but the Board of Trustees will retain the responsibility for ensuring the quality of the scholarly conferences sponsored by the Society.

B. At-Large Trustees will serve three-year, non-renewable, staggered terms, with two At-Large Trustees being elected each year. An effort will be made to ensure that the At-Large Trustees represent all significant constituencies of the Society, with every group of six containing at least one person teaching in elementary or secondary school, one teaching in a liberal arts college, and one teaching at a university with a graduate program in classics, with due attention paid to diversity of representation and geographical distribution.

C. The Officers of the Society shall consist of (1) the President, (2) the President Elect, (3) the Secretary, (4) the Treasurer, (5) the 2nd Vice President and (6) the Administrative Director of The Harry Wilks Study Center at the Villa Vergiliana. The President Elect shall be elected by the General Membership and shall serve three-year, non-renewable term. The President Elect assumes this position of President automatically after his or her term as President Elect. The Secretary shall be elected by the General Membership and shall serve a three-year term renewable for further terms The Treasurer shall be appointed by the Board of Trustees upon the recommendation of the President for a three year term, renewable upon satisfactory completion of a performance review. Officers will assume their positions at the close of the first annual meeting of the Society for Classical Studies following their election. The duties and responsibilities of the officers are as follows:

1.The President shall be the chief executive officer of the Society and shall preside at all meetings of the General Membership, the Board of Trustees, and the Executive Committee. The president shall sign all official papers and documents of the Society and perform such other duties as may be delegated by the Board of Trustees. The president may appoint an administrative assistant to handle the day-to-day administrative work of the society. If eligible, this administrative assistant will be offered an annual honorarium in the amount determined by the Board of Trustees, plus reimbursement for operating expenses.

2. The President Elect shall perform the duties of the President in his or her absence. The President Elect shall also chair the finance committee and have special responsibility for fundraising.

3. The Secretary shall edit and oversee in the autumn of each year an Annual Bulletin for distribution to the General Membership, in print or electronic form as determined by the Board of Trustees, containing minutes of all meetings of the Executive Committee and the Board of Trustees, financial reports, reports of the Officers of the Society, of committee chairs, and of the Editor of Vergilius, a membership directory, the Bylaws of the Society, a nd any other information that may be of interest to the General Membership. The Secretary shall also edit and oversee a Spring Newsletter for distribution to the General Membership, in print or electronic form as determined by the Board of Trustees, containing minutes of the annual meeting of the General Membership, the report of the Nominating Committee (see below), and any other information that may be of interest to the General Membership. T he Secretary may be paid an honorarium, upon the approval of the Board of Trustees.
The Secretary shall be responsible for the following items:

a. distributing, in timely fashion, notices of meetings of the Board of Trustees, of the Executive Committee, and of the General Membership;

b. taking and distributing a record of all meetings of the Board of Trustees, of the Executive Committee, and of the General Membership;

c. organizing the election of the Board of Trustees and of the Officers of the Society;

d. keeping up-to-date and accurate records of the membership of the Society and making a directory of the General Membership readily available in the Annual Bulletin (see below);

e. being responsible for correspondence on behalf of the Society;

f. taking primary responsibility, with the assistance of the Chair of the Villa Management Committee and the Board of Trustees, for working with the Administrative Director of The Harry Wilks Study Center at the Villa Vergiliana in preparing for and arranging all Society business related to The Harry Wilks Study Center at the Villa Vergiliana, especially sessions, study tours and academic conferences.

4. The Treasurer shall be the chief financial officer of the Society and shall have the duties specifically assigned by the Board of Trustees, including but not limited to the following:

a. to maintain the general accounts of the Society, utilizing double-entry bookkeeping systems for U.S. and foreign operations, proper segregation of reporting for restricted funds, and preparation of required annual federal and state tax filings;

b. to keep a full and accurate account of all financial receipts and disbursements, including detailed audit records for deposits, monthly bank reconciliations, and translation of foreign-language transactions into English equivalents;

c. to be the custodian of all funds, securities, and properties of the Society;

d. to consult with the Board of Trustees, the Chair of the Villa Management Committee, and the Administrative Director of The Harry Wilks Study Center at the Villa Vergiliana in setting appropriate room and board fees for groups and individuals wishing to be housed at The Harry Wilks Study Center at the Villa Vergiliana, and to publish these rates in the appropriate Society publications;

e. to ensure that all operating expenses of the Summer School of Classical Studies, all conference expenses, and all salaries and bonuses of The Harry Wilks Study Center at the Villa Vergiliana staff are paid in a prompt and timely fashion;

f. to submit an annual financial report to the Executive Committee, Board of Trustees, and the General Membership, which reflects current generally accepted accounting principles, including determination of average annual exchange rates for foreign-currency transactions, conversion of foreign-currency financial records for combination with U.S. dollar financial records, combination of all home-office branch financial records into one set of financial statements, and preparation of budgets;

 g. to be an ex officio member of the Finance Committee;

h. to prepare for whatever level of attestation service is approved annually by the Board of Trustees, including the possibilities of internal or external compilation, external accounting review, or internal or external audit. External attestation service providers will be appointed by the Board of Trustees, and the externally generated report will be approved by the Board of Trustees. The Board of Trustees may acquire outside attestation service to meet unexpected needs outside of normal meeting dates; and

i. to perform such other duties as inhere in the office and are assigned by the Executive Committee or the Board of Trustees.

The Treasurer may be paid an honorarium, upon approval by the Board of Trustees.

5. The 2nd Vice President will ensure that the interests of secondary school members are represented in the planning, administration, and activities of the Society. His or her duties may include but are not restricted to the following:

a. Supervising the high school translation contest.  This will involve the appointment of committees for authorship/rubric to write and for the jury to evaluate the exam, and the 2nd Vice President will be responsible for advertising a call for submissions to the contest, fielding questions, and coordinating the submissions.

b. Promoting and working with applicants for the Wilks Scholarship Seed Grants as they prepare their paperwork for evaluation by the Executive Committee.  The 2nd Vice President will work with the secretary to publicize this competition, answer questions from potential applicants, and direct applications to the president for distribution to the executive committee.

c. Facilitating school exchange programs.  The 2nd Vice President will work with the Administrative Director of the Villa Vergiliana to identify schools in Italy and the U.S. that may want to participate by hosting American students in Italy and Italian students in America, and to move them through the process toward a successful exchange.

d. Coordinating the Society’s presence on various social media that aim at communicating with secondary school teachers and students.

e. Contributing reports or articles on activities for publication in Sortes.

f. Creating, collecting, and disseminating pedagogical resources for secondary teachers.

g. Assisting the editor of Vergilius in finding suitable material for Pedagogus.

6. Upon approval by the Board of Trustees, one or more Honorary Presidents and Honorary Vice Presidents may be named, to recognize distinguished work on behalf of the Society. Such honorary officers will have no official duties or powers.

D.The Officers, the Editor of Vergilius, the Administrative Director of The Harry Wilks Study Center at the Villa Vergiliana, and the Chair of the Villa Management Committee shall constitute the Executive Committee of the Society. Each member of the Executive Committee shall have one vote at Executive Committee meetings, and issues shall be decided by a simple majority of votes cast, both by members present and voting and by those voting by proxy. For the transaction of day-to-day business, voting shall be done electronically. The Executive Committee is responsible for deciding matters that require immediate attention and disposition before action of the full Board of Trustees would be possible. All actions of the Executive Committee shall be reported promptly to the Board of Trustees, and are subject to review by them. The Executive Committee has the following specific duties:

        1. contributing to the agenda for the annual meeting of the Board of Trustees and for the annual meeting of the General Membership;
        2. reviewing and approving those persons nominated by the Editor of Vergilius to be associate editors and members of the Editorial Board;
        3. constituting a Nominating Committee, along with the previous president, who will chair the committeeand two members at large appointed by the previous president in consultation with the officers. The Nominating Committee shall propose members of the Society to stand for election by the General Membership, as follows:
          a. every third year, at least one person for President Elect, at least one for Secretary, and at least one for Editor of Vergilius;
          b. every year, at least two people for At-Large Trustees;
          c. as necessary and in consultation with the President, people to serve on standing and ad hoc committees

The Executive Committee, acting through the Treasurer, will implement a contractual arrangement with Tour Directors, in which the director shall receive reimbursement for authorized expenses and an honorarium in the amount recommended by the Executive Committee. The Villa Management Committee shall also see that anonymous evaluations are collected from all participants in summer programs and study tours, copies of which will be sent to the Tour Directors and the Executive Committee. The Executive Committee shall work with the Villa Management Committee to accomplish these ends; however, the Executive Committee is ultimately responsible for ensuring the quality of all Vergilian Society study tours and drawing up all appropriate contracts.

E. Any At-Large Trustee or Officer may resign at any time. Such resignation shall be made in writing and sent to the President (or to the President Elect if the President wishes to resign), and shall take effect immediately. An At-Large Trustee or Officer may also be removed for failure to perform his or her assigned duties in an acceptable way. An appeal for such removal must begin with a petition, signed by at least twenty members of the society, addressed to the Board of Trustees, in which the petitioners explain clearly why they believe that the At Large Trustee or Officer is not performing his or her assigned duties acceptably. Upon receipt of this petition, the Board of Trustees will suspend the individual in question pending a final determination that cause exists for removal. Such determination will be established by the General Membership, to be polled either by mail or in an electronic vote, with a majority required to remove at At Large Trustee or Officer for cause. The removal or suspension of a member of the Board of Trustees may be reviewed by the Superior Court of the State of New Jersey, but no act of the board done during the period when a trustee has been suspended or removed for cause shall be impugned or invalidated if the suspension or removal is thereafter rescinded or invalidated. Any vacancy or vacancies among the At-Large Trustees and / or the Officers, by reason of death, resignation, or removal, shall be filled for the unexpired term upon nomination from the Nominating Committee and approval by majority vote of the quorum of Trustees present at the annual meeting, or at a special meeting called by the Board of Trustees, or by ballot distributed either by mail or electronically to the Board of Trustees.

F. Any member in good standing has the right to propose to the Board of Trustees an item for their consideration. Such a proposal should be sent to the President, who will ensure that it is placed on the agenda for the next meeting.

G. No part of the net earnings of the Vergilian Society shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the Vergilian Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof. No substantial part of the activities of the Vergilian Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Vergilian Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Vergilian Society shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

H.Upon the dissolution of the Vergilian Society, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Vergilian Society is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article V: Committees

A. There shall be three Standing Committees: (1) Finance, (2) Villa Management, and (3) Membership. Each committee shall consist of at least five members, who shall be proposed by the Nominating Committee, approved by the Board of Trustees, and appointed by the President, to serve staggered three-year terms, renewable once. Each committee shall submit an annual report to the Board of Trustees and to the General Membership.

1. The Finance Committee shall advise the Board of Trustees on all fiscal matters concerning the Society. The Treasurer shall be an ex officio member of the Finance Committee. For this committee, the Nominating Committee will make a special effort to find members with appropriate financial expertise. A subcommittee of the Finance Committee shall make a special effort to guarantee and safeguard the future of the Society?s programs in North America and abroad by working to obtain grants, raise funds for the society?s programs, and increase its endowment. A second subcommittee of the Finance Committee shall administer such scholarships as may be provided by the Society for the benefit of its members. If this subcommittee does not contain a member who has received a scholarship from the Society in the past, the subcommittee shall solicit advice from an appropriate past recipient.

2. The Villa Management Committee shall work with the Administrative Director of The Harry Wilks Study Center at the Villa Vergiliana to ensure that the property is maintained and used to its fullest potential. For this committee, the Nominating Committee will select from past directors of successful overseas sessions who have demonstrated their concern for the proper continuation and preservation of the scholarly and instructional purposes of The Harry Wilks Study Center at the Villa Vergiliana. The committee shall deliberate and advise on policy matters, management contracts, property leasing, program development, library enhancement, furnishing, and maintenance and repair of the overseas center. In consultation with the Executive Committee, the Villa Management Committee will be responsible for planning classical study tours. It shall also be responsible for recommending to the Board of Trustees any projects it deems necessary and procedures for procuring funds or materials for The Harry Wilks Study Center at the Villa Vergiliana. The committee shall be convened by mail or electronically twice annually, at or during designated classical conferences upon advice from the chair, with notice from the President?s office. The Chair shall be appointed by the President in consultation with the Board of Trustees and with the Nominating Committee for a two-year term, renewable once. The chair serves as a member of the Executive Committee.

3. The Membership Committee is charged with working to increase the General Membership of the Society. It will consist of the President, at least one university professor, and at least one secondary school teacher.

B. Ad Hoc Committees may be formed and appointed from time to time by the President in consultation with the Board of Trustees. Such ad hoc committees cease to exist when they have finished the task for w hich they were created. The President shall be an ex-officio member of all ad hoc committees.

Article VI: Publications of the Society

The Society contributes to the advancement of knowledge by sponsoring a journal, Vergilius. The position of Editor of Vergilius shall be advertised by the Nominating Committee, who will receive and evaluate applications, then make a recommendation to the general membership; the general membership will consider the nominating committee’s recommendation along with any others proposed in accordance with Article VII, below. The Editor’s term is three years, renewable once. He or she shall be responsible for all activities connected with the publication of the journal, excluding payment of publication and mailing costs, and shall submit an annual report to the Board of Trustees and to the General Membership. The Editor of Vergilius recommends to the Executive Committee (1) persons to be named Associate Editors, if any, and (2) persons to be appointed to the Editorial Board, with service to be reconsidered annually. The Editor of Vergilius may receive an honorarium, subject to the approval of the Board of Trustees. The Society may also undertake such other publications, in print or electronic form, as may be deemed appropriate by the Board of Trustees to the general advancement of knowledge, as indicated in Article II. Such publications will be overseen by the Board of Trustees, which may delegate this responsibility, with the advice of the Editor of Vergilius.

Article VII: Elections and Voting

    A. The Nominating Committee shall submit a report to the President each year, in time for the report to be published in the Spring Newsletter. The Nominating Committee may propose only one candidate for each position, or it may propose more than one. In the Spring Newsletter, the Secretary shall also remind the General Membership that they may propose candidates other than those brought forward by the Nominating Committee. Nomination by the General Membership shall be by means of a petition, disseminated either in paper or electronic form, and signed by at least twenty members of the Society. Any such petitions must be in the hands of the President sixty days after the Spring Newsletter has been distributed.
    B. The election of Officers and At-Large Trustees shall be by mail ballot distributed each year by the President’s office at least thirty days before the date by which the ballots must be returned to the President’s office. The President shall distribute with the ballot a biographical description of each candidate which has been supplied by said candidate. The ballot shall state the term of office for each vacancy.
    C. The ballots shall be returned to the President in sealed envelopes signed on the outside by Members who are voting. Ballots shall be opened and counted by tellers appointed for this purpose each year by the President; the tellers need not be members of the Society.
    D. Votes on issues that are submitted to the general membership may be held using either paper or electronic ballots.

Article VIII: Meetings

    A. The General Membership of the Society shall normally meet twice each year, once in conjunction with the meeting of the Society for Classical Studies and once in conjunction with a meeting of a regional classical organization, as determined by the Executive Committee. Notice of the annual meetings shall be disseminated, either electronically or by mail, by the President?s Office to each member at least twenty days prior to the meeting. A quorum shall consist of members present and voting.
    B. Meetings of the Board of Trustees shall be held at such times and places as may be designated by the President. Normally the Board of Trustees shall meet during t he annual meeting of the Society for Classical Studies. The presence of eight members, in person or represented by proxy, shall constitute a quorum.

C. The Executive Committee shall meet in accordance with Article IV.D above. Normally one regular meeting of the Executive Committee shall be held each November. If the President feels that a second Executive Committee meeting is needed, he or she may call one in conjunction with a meeting of a regional classical organization in the spring. The presence of four members, in person or represented by proxy, shall constitute a quorum. The Executive Committee shall invite to its meetings whatever individuals it deems appropriate to transact its business.

D. Special meetings of the General Membership may be called by the Board of Trustees upon notice to each member, whether electronically or in writing. Notification for all special meetings must be sent out at least thirty days in advance. The President must be informed of this meeting five weeks in advance of its planned date. Special meetings may also be called upon petition by twenty members of the Society, to be sent to the office of the President.

Article IX: Amendments

A person or persons wishing to propose an amendment to the bylaws will communicate the text of the proposed amendment to the Office of the President, in writing, at least sixty days prior to the annual meeting or to any special meeting of the General Membership. The President’s office shall inform the members, electronically or by post, of any such notice to amend or alter the bylaws at least twenty days in advance of the meeting and shall see that the proposed amendment is placed on the agenda of the next annual or special meeting. Any such amendment shall become effective upon its approval by a majority of those present at the annual or special meeting at which it is considered, provided that ten members or more do not make a written request to the President before the vote is taken, asking for ratification by the entire General Membership. In this case, the President’s office will poll the General Membership, either electronically or by mail, and the amendment shall take effect if a majority of those voting approve the proposal.

Article X: Rules of Order

The rules contained in Robert’s Rules of Order (most current edition) shall govern this Society and be the parliamentary authority for all matters of procedure not specifically covered by these bylaws or by Article 15.A of the non-profit corporation laws of the state of New Jersey.