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By-Laws

BYLAWS

of the

SOUTHWEST COMMISSION ON RELIGIOUS STUDIES, INC.

 

  1. PURPOSE; CHARTER PROVISIONS.

 

1. Purpose.  The general purpose of the Corporation is educational, particularly the coordination and development of activities of professional and scholarly societies in the field of religious studies in the Southwest region of the United States.

 

2. Non-Profit Character.

 

(A)     The Corporation is a non-profit corporation.

(B)     It shall be organized and operated exclusively for non-profit purposes.  No part of its net earnings shall inure to the benefit of any Officer, Director, or private individual; neither shall it ever declare or make to any such persons any dividend or other distributions.

(C)     Nothing herein shall prevent the payment of reasonable compensation for services rendered or the reimbursement of reasonable expenses incurred in connection with the  Corporation’s affairs.

 

3. Prohibited Activities.

 

(A)     The Corporation shall not carry on propaganda or otherwise attempt to influence legislation.

(B)     It shall not participate or intervene in any political campaign on behalf of any candidate    for public office.

 

2.      MEMBERS

 

The Corporation shall have no members. 

 

3.      BOARD OF DIRECTORS (“THE BOARD”)

 

1. Authority.  The affairs of the Corporation shall be managed by the Board.  Each Director shall have one vote, exercisable in person or by proxy executed in writing by the Director.

 

2. Number and Selection.

 

(A)     The Board shall consist of not less than three nor more than twenty-one members.

 

(B)     Directors shall be selected by “Participating Societies,” by “Affiliated Societies,” and by the Board.  Each Participating Society shall be represented by two or more     Directors, depending upon its membership in the Southwest region of the United States, according to the following formula: one to two hundred members, two Directors; 201 to three hundred members, three Directors; etc.; up to a maximum of five Directors for each Participating Society.  Each Affiliated Society shall be represented by one Director.  In addition, there shall be three Directors elected by the Board from among the membership of the Participating and/or Affiliated Societies in the Southwest region of the United States; these shall be individuals who, by reason of their experience and knowledge, are judged by the Board to be unusually well qualified for such office; they shall be eligible to serve up to two consecutive terms as Directors.

 

(C)     “Participating Societies” are hereby defined as professional or scholarly societies, associations, or other groups in the Southwest region of the United States whose     primary academic interest is in the field of religious studies.  “Affiliated Societies” are hereby defined as professional or scholarly societies, associations, or other groups in the Southwest region of the United States whose primary academic interest is ancillary to the field of religious studies. 

 

(D)     The term, “Southwest region,” as used herein, includes the states of Arkansas, Kansas, Louisiana, Missouri, New Mexico, Oklahoma, Texas, or else the states that may be included within the designation of “Southwest region” of any Participating Society or Affiliated Society.

 

(E)      The determination whether a particular society, association, or other group qualifies to become either a Participating Society or an Affiliated Society shall be made by the Board upon application by the society, association, or other group.

 

(F)      By a two-thirds majority vote of all Directors, the Board may withdraw its designation of a society, association, or other group as a Participating Society or an Affiliated Society, provided, however: (1) that written notice of such proposed action be sent to the designated leader(s) or representative(s) of the Society and to all Directors at least one month prior to the meeting of the Board at which the matter is to be decided; (2) that the reasons for the proposed action be stated in the notice; and (3) that the designated leader(s) or representative(s) of the Society be permitted to appear before the Board prior to the vote and respond to the reasons offered for the action.

 

(G)     A society, association, or other group may request that its designation as a Participating Society or an Affiliated Society be withdrawn, in which case the Board, after appropriate investigation and discussion of the matter, shall grant the request unless such request be withdrawn by the society, association, or other group.

 

(H)     The persons selected as Directors from Participating Societies shall include the current President and Secretary of each Society, or designees as determined by the Society, and to the extent possible, the immediate past President, and the President-Elect or the equivalent Officer.  In any case, the method of selection shall be subject to approval by the Board.

 

(I)        In cases where the Board elects an Officer who is not a Director, such Officer shall become a Director ex officio with vote.

 

3. Notification of Selection.  When a Participating Society or an Affiliate Society has selected one or more Directors, the Secretary of the Corporation shall be notified by a written statement of the name(s) and address(es) of the person(s) selected as Director(s).

 

4. Terms.  Persons who become Directors by virtue of being Officers in Participating Societies shall serve as Directors during their tenure as such Officers.  Persons who become Directors by virtue of being elected as Officers of the Corporation shall serve as Directors during their tenure as such Officers.  Any other persons who are selected as Directors shall serve for terms of three years, except when shorter terms shall be determined by the Board in order to ensure that approximately one-third of the terms will expire each year.

 

5. Meetings.  The Board shall hold an annual meeting at a time and place to be determined by the Board and shall meet at such other times and places as the President shall determine.  To the extent practicable, the annual meeting shall be at the time and place of the regional meetings of the Participating Societies.  Reasonable notice of all meetings shall be given.

 

6. Quorum; Action by Majority.  A majority of the Board shall constitute a quorum.  The act or vote of a majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall be the act or vote of the Board, unless the act or vote of a greater number is required by these Bylaws or by law.  Directors present by proxy shall not be counted toward a quorum.

 

7. Action by Mail.  When, in the judgment of the President, some immediate action by the Board is required and it is not practicable to call a meeting of the Board, the President may poll the members of the Board by mail regarding the proposed action, explaining clearly, in an accompanying letter, the nature of the proposed action, the reasons for it (as well as any possible reasons against it), and the need for immediate action.  In such cases, an affirmative vote by a clear majority of the members of the Board shall be required for approval of the proposed action and a reasonable time shall be allowed for the return of the ballots.  As soon as the issue has been resolved, the President shall, in writing, report the result to all members of the Board, the result shall be formally reported at the next meeting of the Board, and the written ballots shall be made available for inspection by the entire Board.

 

8. Vacancies.  A Director selected by a Participating Society or an Affiliated Society may resign by giving notice in writing to his/her Participating Society or Affiliated Society and to the President or the Secretary of the Corporation; unexpired terms shall be filled in the manner established by the respective Participating Societies and Affiliated Societies, provided, however, that the method of filling such unexpired terms shall be subject to approval by the Board.  A Director who serves by virtue of being an Officer of the Corporation may resign as a Director by resigning his/her office in the Corporation; a Director who has been elected by the Board may resign by giving notice in writing to the President or the Secretary of the Corporation; unexpired terms shall be filled by the Board or, pending Board action, by the President (in the event of the President’s death, absence, resignation, or inability to perform the duties of his/her office, this may be done by the Vice-President).

 

4.      OFFICERS

 

1. Election.  At the annual meeting of the Board, the Board shall elect Officers, no one of whom need be a Director.  The method of nomination and election shall be determined by the Board.

 

2. Terms.  Officers shall serve a term of one year, commencing on the first day of April following their election, and thereafter until their successors are elected and qualified.

 

3. Consecutive Terms.  Officers may be elected to consecutive terms.

 

4. Number.  The Officers shall include a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board shall determine.  The offices of Secretary and Treasurer may be held by the same person.

 

5. Responsibilities. 

 

(A)     The President shall be the principal executive officer and shall be present at meetings of the Board and of Committees having any authority of the Board.  He/she shall preside over meetings of the Board and shall see that all orders and resolutions of the Board are carried into effect.

 

(B)     Upon the death, absence, or resignation of the President or upon his/her inability to perform the duties of his/her office, the Vice-President shall assume the authority and duties of the President; he/she shall perform such other duties as the Board shall determine.

 

(C)     The Secretary shall keep minutes of the proceedings of the Board and of Committees having any authority of the Board; he/she shall also keep a record of the names and addresses of all Directors and shall make such reports as the Board shall require.

 

(D)     The Treasurer shall keep correct and complete books and records of account; he/she shall also receive and disburse funds as the Board shall determine and shall make such reports as the Board shall determine.

 

(E)      In general, the Officers shall have such authority and duties as are given by these Bylaws and as the Board shall, from time to time, determine.

 

6. Vacancies.  Any Officer may resign by giving notice in writing to the President or the Secretary of the Corporation.  By a majority vote of the whole Board, the Board may remove Officers from office.  Unexpired terms shall be filled by the Board or, pending Board action, by the President (in the event of the President’s death, absence, resignation, or inability to perform the duties of his/her office, this may be done by the Vice-President).

 

5.      COMMITTEES.

 

1. Designated by Board.  The Board, by resolution adopted by a majority of the whole Board, may designate one or more Committees of Directors, each consisting or two or more Directors; to the extent provided in the resolution, such Committees shall have and exercise the authority of the Board in the management of the Corporation.  Such Committees may also be dissolved by the Board.

 

2. Designated by President.  The President may designate one or more Committees of Directors and/or other persons.  Such Committees shall not have or exercise the authority of the Board in the management of the Corporation.  The President shall advise the Board of all such appointments.  Such Committees may also be dissolved by the President.

 

3. Resignation.  Any Committee member may resign by giving notice in writing to the President or the Secretary of the Corporation.

 

6.      FINANCES.

 

1. Funds.  The Corporation shall be authorized to raise funds by solicitations, benefits, lectures, exhibits, and other legitimate methods.  Funds shall be expended only in furtherance of the Corporation’s purposes.  Deposits shall be maintained at such bank(s), and checks and notes shall be signed by such person(s), as the Board may determine.

 

2. Gifts.  The Corporation shall be authorized to receive gifts, legacies, and bequests (for general or specified purposes), subject to approval of the Board.

 

3. Reserves; Endowment Funds.  The Board may create reserves for such purposes as it shall think beneficial to the Corporation, and it may abolish the reserves in the manner created.  The Board shall create endowment funds, to assure future operations, in amounts and at times it deems feasible.

 

4. Reports.  A written report of the work of the Corporation and of its financial position shall be made to the Participating Societies and the Affiliated Societies at least annually.

 

7.      MISCELLANEOUS.

 

1. Sponsored Programs.

 

(A)     Upon application, the Board may designate professional or scholarly societies, associations, other groups, or activities that fall within the general purpose of the Corporation and for which the Corporation has a special concern as “Sponsored Programs.”  Such Sponsored Programs should not be confused with Participating Societies or Affiliated Societies and are not entitled to select members of the Board of Directors.

 

(B)     By a two-thirds majority vote of all Directors, the Board may withdraw its designation of a society, association, other group, or activity as a Sponsored Program.

 

(C)     A society, association, other group, or activity may request that its designation as a Sponsored Program be withdrawn, in which case the Board, after appropriate investigation and discussion of the matter, shall grant the request unless such request be withdrawn by the society, association, other group, or activity.

 

2. Prohibited Transactions; Tax Exemption.  The Corporation shall not do any act which shall constitute a basis for denial of tax exemption under applicable laws.  In particular:

 

(A)       The Corporation shall not:

 

(1)   lend any part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest, to a person who has made a substantial contribution to the Corporation, a member of the family of such person, or a corporation controlled by such person;

 

(2)   pay any compensation, in excess of a reasonable allowance for salaries, or other compensation for personal services rendered to a person who has made a substantial contribution to the Corporation, a member of the family of such person, or a corporation controlled by such person;

 

(3)   make any part of its services available on a preferential basis to a person who has made a substantial contribution to the Corporation, a member of the family of such person, or a corporation controlled by such person;

 

(4)   make any substantial purchase of securities or any other property, for less than adequate consideration in money or money’s worth, from a person who has made a substantial contribution to the Corporation, a member of the family of such person, or a corporation controlled by such person;

 

(5)   sell any substantial part of its securities or other property, for less than an adequate consideration in money or money’s worth, to a person who has made a substantial contribution to the Corporation, a member of the family of such person, or a corporation controlled by such person; or

 

(6)   engage in any other transaction which results in a substantial diversion of its income or corpus to a person who has made a substantial contribution to the Corporation, a member of the family of such person, or a corporation controlled by such person.

 

(B)     The Corporation shall not accumulate out of income amounts which:

 

(1)   are unreasonable in amount or duration in order to carry out the purpose or function constituting the basis for tax exemption of the Corporation;

 

(2)   are used to a substantial degree for purposes or functions other than those constituting the basis for tax exemption; or

 

(3)   are invested in such a manner as to jeopardize the carrying out of the purpose or function constituting the basis for tax exemption.

 

3. Remuneration; Reimbursement.  A Director, Officer, or Committee member shall receive no remuneration for his/her services as such but shall be entitled to reimbursement for reasonable expenses incurred by him/her in connection with the Corporation’s affairs.

 

4. Employees.  The President, subject to approval by the Board, shall hire any employee that may be needed and shall fix the terms of employment.

 

5. Waiver of Notice.  When any notice is required to be given to any person, a waiver thereof in writing signed by such person, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

 

6. Fiscal Year.  The fiscal year shall be the year ending December 31.

 

7. Dissolution.  On dissolution, liquidation, or winding up of the Corporation (whether voluntary or involuntary), the net assets shall be distributed, on a proportional basis, to those Participating Societies which qualify as religious, charitable, or educational organizations, exempt from the Federal Income Tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any such future law).

 

8. Registered Office and Agent.  The Corporation shall continuously maintain in Texas a Registered Office and Agent in compliance with the Texas Non-Profit Corporation Act.  The Board shall review this matter at least annually and make any changes which become necessary.

 

9. Amendment of Bylaws.  These Bylaws may be amended by the Board.

 

Adopted May 21, 1975

Amended January 28, 1976

Amended April 22, 1978

Amended February 29, 1980

Amended March 12, 1982 

Amended March 14, 1986
Amended March 15, 1991
Amended March 15, 2008
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