By-laws of The Society of Catholic Scientists
(as amended September, 2019)
I. Name
The name of this society is The Society of Catholic Scientists (SCS). (Herein it shall also be referred to as “the Corporation”.)
II. Purpose
The purposes of SCS are
1. To foster fellowship among Catholic scientists.
2. To witness to the harmony between the vocation of scientist and the life of faith.
3. To be a forum for reflection upon and discussion of questions concerning the relation of science and the Catholic faith.
4. To act as a resource for Catholic educators, pastors, and lay people, and for journalists and members of the general public who have questions about the significance of scientific theories and discoveries and the relation of science and faith.
SCS does not presume to speak for the Catholic Church or for Catholic scientists as a whole. It does not take positions on scientific questions controverted among the relevant scientific experts. It does not engage in political advocacy or issue statements on public policy issues.
SCS adheres to the teachings of the Catholic Church and will always operate with due regard to the authority of the magisterium as set forth in Vatican II (cf. Lumen gentium, par 25).
No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or interfere in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (the “Code”)), or (b) a corporation contributions to which are deductible under Section 170(c)(2) of the Code.
III. Membership
A. There are two categories of membership in SCS: “Regular Member” (also called simply “Member”) and “Student Member.” There are two other categories of affiliation with SCS called “Associate of SCS” and “Scholar Associate of SCS.” Regular Members, Student Members, Associates, and Scholar Associates of SCS must be practicing Catholics in full communion with the Catholic Church and support the purposes of SCS.
B. Regular Members: Regular Members of SCS must have obtained a Ph.D. or the equivalent in a natural science. (See Article III F for definition of “natural science” here.)
C. Student Members: Student members of SCS must be either graduate students pursuing an advanced degree in a natural science or undergraduates majoring in a natural science. (See Article III F for definition of “natural science” here.)
D. Associates of SCS: Associates of SCS must have obtained a masters degree in a natural science and not be working toward a doctorate in a natural science. (See Article III F for definition of “natural science” here.)
E. Members, Student Members, Associates and Scholar Associates may attend conferences of SCS and participate in SCS activities. Voting on motions at Membership Meetings is reserved to Regular Members and Student Members (though only Regular Members may vote on changes to dues or amendments to the bylaws). Only Regular Members can be elected to the Board of Directors as ordinary Directors or to the Council, or to serve as Officers of the Corporation.
F. Natural science: In these bylaws includes physics, chemistry, earth and atmospheric sciences, astronomy, biology, biomedical research, computational science, mathematics, computer science, and closely related fields. Those who pursue basic research in these fields may be considered for membership even if their doctorate is in another field. Biomedical researchers holding an MD without a PhD will be considered for membership if their research has a strong basic science component. Those in psychology and related fields will be considered if their research has a strong physiological component, such as genetics or neuroscience. Engineers whose research has a strong basic science component can qualify.
G. Membership Directory: The website of SCS shall have a password-protected Member Directory. Passwords can be obtained only by Regular Members, Student Members, Associates, and Scholar Associates of SCS, and those who have special need (such as the Society’s website developers) and have been given permission from the President of SCS. All Regular Members, Student Members, Associates, and Scholar Associates of SCS can be listed in the Member Directory, but have the right to “opt-out” of being listed.
H. A person is admitted as a Regular Member, Student Member, or Associate of SCS as follows;
i. The new member or Associate must be nominated either (a) by majority vote of the regular members present at a Membership Meeting, or (b) by majority vote of a standing Membership Committee constituted for that purpose, which would periodically review applications for membership or Associate status and vote to nominate applicants for membership or Associate status or to reject their applications. The size and composition of the standing Membership Committee, the terms of its members, and its procedures shall be decided upon by majority vote of regular members present at a Membership Meeting and approved by majority vote of the Board.
ii. The person so nominated must be confirmed by a majority vote of the Board.
iii. In exceptional cases, the Board may by majority vote waive the membership requirement of a doctorate in natural science (as defined in Article IIIF) if in its judgment sufficient other evidence exists of equivalent scientific training and accomplishment.
I. Scholar Associates: Historians of science, philosophers, theologians and other scholars who are practicing Catholics in full communion with the Catholic Church and are interested in the relation of science to the truths of faith and support the goals of SCS may be admitted by majority vote of the Board as Scholar Associates of SCS. Scholar associates have the right to attend conferences organized by SCS.
J. Friends of the Society: Non-Catholic scientists who are sympathetic to the goals of the SCS and wish to be involved in some way may be admitted by majority vote of the Board as Friends of the Society.
K. Regular Members, Student Member, Associates, Scholar Associates, and Friends of the Society may be removed with or without cause by a vote of two-thirds of the Board of Directors.
IV. Board of Directors
A. The management of the SCS shall be vested in a Board of Directors. The Board of Directors shall have the power to manage and control the affairs and property of The Society of Catholic Scientists.
B. The Board of Directors (“the Board”) shall have nine members, including seven ordinary Directors, an Episcopal Moderator (also to be known as “Bishop Advisor”), and a Liaison. The seven ordinary Directors shall include the following Officers: a President and a Vice-President. The Board shall appoint by majority vote a Secretary and a Treasurer, who may be but do not have to be Directors. The offices of Secretary and Treasurer may be held by the same person. The terms of office of all Directors, except the Liaison and Episcopal Moderator, shall be two years. The terms of the Secretary and Treasurer shall be two years. In even-numbered years, at the annual meeting of the Board of Directors, the Board shall elect seven new ordinary Directors, including a new President and Vice-President, and shall also appoint a Secretary and Treasurer. To be eligible for election as an ordinary Director, a person must be a Regular Member of SCS. There is no limit to the number of terms that Directors may serve. The initial members of the Board of Directors shall be the following persons:
Stephen M. Barr President
Jonathan I. Lunine Vice-President
Robert J. Scherrer Secretary-Treasurer
Karin I. Öberg Director
Stephen C. Meredith Director
Nicanor Austriaco Director
These initial Directors are also the initial Regular Members of SCS and of the Council of SCS. Before the first Membership Meeting these six initial ordinary Directors shall elect a seventh ordinary Director, who shall thereby become also a Regular Member of SCS and a member of the Council of SCS. Whenever the position of Liaison is vacant or becomes vacant, the Board shall invite by letter a person to serve as the new Liaison. Whenever the position of Episcopal Moderator is vacant or becomes vacant, the Board shall invite a Catholic bishop to serve as the new Episcopal Moderator. The Liaison and Episcopal Moderator become members of the Board of Directors by accepting their invitations to serve in writing.
C. All members of the Board of Directors must be in full communion with the Catholic Church.
D. Newly elected members of the Board of Directors begin their term of office upon certification of their election by the Secretary. Their terms end with the certification of the election of their successors.
E. The Episcopal Moderator is a voting member of the Board of Directors and acts as the representative of the hierarchy of the Catholic Church. In the event he cannot attend a meeting, he may designate a person to represent him at the meeting (in person or by conference call) who may vote in his place or he may give his proxy to another Director. The Episcopal Moderator’s intention to designate a representative or to give his proxy must be given in writing or by e-mail to the President or Vice-President. The Episcopal Moderator’s term is open-ended; he serves until he resigns. If the position of Episcopal Moderator becomes vacant, the Board must fill the open position by inviting a new Episcopal Moderator.
F. The Liaison, who need not be a scientist, assists in fostering conversations with the broader community, including the Church, the academy, and the general public. The Liaison’s term is open-ended; he/she serves until he/she resigns. Upon his/her resignation, the Board must fill the open position by inviting a new Liaison.
G. The Board of Directors shall oversee the setting up and maintenance of a website that will contain information about SCS and its activities, as well as information and resources on topics related to the purposes of SCS. The website may also host discussions about topics related to the purposes of SCS.
H. All members of the Board of Directors, with the exception of the Episcopal Moderator and the Liaison, must be research scientists with doctorates or the equivalent in the disciplines listed in Article III section F of these By-laws, and hold academic positions or positions in major research institutions, such as national laboratories. It is desirable that the members of the Board of Directors shall represent a range of scientific disciplines.
I. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no member of the Board of Directors of SCS who acted in good faith shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a member of the Board of Directors.
V. Officers
A. The Officers shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The Secretary and Treasurer may be the same person. To be eligible to serve as an Officer, a person must be a regular member of SCS and in full communion with the Catholic Church. The President and Vice-President must be Directors.
B. The President shall chair all meetings of SCS and of the Board of Directors. The Vice-President shall execute this responsibility in the absence of the President.
C. The Secretary shall be responsible for the following: maintaining a roster of members of SCS, enlisting new members of SCS, and performing the other customary duties of a Secretary.
D. The Treasurer shall be responsible for the following: maintaining appropriate financial records; making disbursements, except that disbursements in excess of $100 shall be specifically authorized by the Board of Directors; and performing the other customary duties of a Treasurer.
VI. Resignations, Removals and Vacancies
A. Officers and members of the Board of Directors may be removed from office for cause for the following reasons: failure to meet the duties of the office, no longer meeting eligibility requirements, undermining the objectives of the Organization, or causing serious scandal to the Corporation or the Catholic Church. Any member of the Board of Directors may be removed, with or without cause, by the vote of at least two-thirds majority of the other Board members then in office.
B. An Officer or member of the Board of Directors may resign by submitting a written resignation to the President or Vice-President of the Board, or by presenting a written resignation at a meeting of the Board.
C. Upon midterm resignation or removal of an Officer or member of the Board of Directors, the vacancy can be filled with a two-thirds vote of the Board members then remaining in office.
VII. The Council of SCS
A. The purpose of the Council is to be a group of scientists with recognized expertise in frontier research, whose names are publicly available, to be a resource for those who might have questions concerning the relation of faith and science and Catholic perspectives on the significance of scientific theories and discoveries.
B. Members of the Council are nominated by majority vote of the regular members present at an annual Membership Meeting of SCS. Members of the Council can also be nominated by a letter to the President of SCS signed by any three regular members of SCS other than the nominee. Members of the Council are elected by the Board of Directors, which requires the support of at least five Board members.
C. Terms of the Council last six years and may be renewed.
D. The only qualification to be a member of the Council that applies without exception is that the person be a regular member of SCS, satisfying the requirements for such membership laid out in Article III section B of these By-laws. Nevertheless, those nominated and elected to the Council are expected to have the following:
1. solid knowledge of their particular subfield and a strong record of publishing in top scientific or mathematical research journals;
2. recognized stature as a research scientist;
3. an ability and willingness to communicate clearly across the boundaries between science and Catholic theological and philosophical thought, and to communicate effectively with scientists and non-scientists, pastors and lay people, Catholics and non-Catholics, academics, journalists, and others;
4. zeal for the gospel and fidelity to the teachings of the Catholic Church as set forth in the Catechism of the Catholic Church;
5. strong commitment to the purposes of the SCS as stated in Article II of these By-laws.
The membership of the Council should be as broadly representative of the various fields of science as possible, as well as of geographical regions, and types of research institution. It is important that fields be represented that frequently are involved in controversies pertaining to the relation of science and religion.
VIII. Membership Meetings
A. Membership Meetings of SCS shall be held annually at any time or times as shall be determined by the regular membership with approval of the Board of Directors, or by the Board of Directors acting alone.
B. A quorum for Membership Meetings shall consist of five regular members of SCS.
C. In addition to the annual Membership Meeting, the Board of Directors shall have the right to call special Membership Meetings upon seven-day notice to the members.
D. Special events, such as conferences, organized by SCS may be limited by invitation to a subset of members at the decision of the Board of Directors, but these events shall not constitute meetings where organizational business of SCS may be transacted or votes taken by the regular members.
E. Membership dues of SCS shall be voted upon annually by the regular membership upon the recommendation of the Board of Directors.
F. Voting at membership meetings shall be in person, by mail, or by e-mail. Voting by proxy shall be permitted solely upon decision of the Board of Directors to do so prior to the membership meeting. The Board of Directors shall establish the rules for voting by mail, e-mail, or proxy.
IX. Meetings of the Board of Directors
A. The Board of Directors must hold an annual meeting at such time and place as the Board determines by resolution. The Board may by resolution prescribe the time and place of other regular meetings. Board members may attend via conference call.
B. Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board. The person or persons authorized to call special meetings of the Board may choose any reasonable date, hour, and place for holding such special meeting. Special meetings can he held as conference calls.
C. Notice of special meetings shall state that it is a special meeting being called and may be given orally, in writing, or by e-mail at least two business days prior to the meeting time.
D. Any Board member may waive notice of any meeting. The attendance of a Board member at any meeting shall constitute a waiver of notice of that meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
E. A quorum for voting purposes at a meeting of the Board of Directors exists when a majority of the members of the Board of Directors in office at the time of the scheduled meeting is present in person or by conference call or has assigned a proxy to someone who is so present. Board members may assign a proxy to another Board member for the meeting by written letter or e-mail sent to the President or Vice-President, and the proxy shall count toward achieving a quorum. If less than a majority of the Board members are present in person or by conference call at a meeting, a majority of the Board members present may adjourn the meeting without further notice.
F. The Board may, without meeting, take any action which may be taken at a meeting of the Board, if consent in writing, setting forth the action to be taken, is signed by all of the members of the Board.
X. Checks, Deposits and Funds
A. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation must be signed by such Officer or Officers and/or agent or agents of the Corporation and in such manner as determined by resolution of the Board of Directors.
B. The Corporation shall deposit all funds to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
C. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. Such contributions, gifts, bequests or devises must be in conformity with the laws of the United States, the Commonwealth of Pennsylvania, and any other relevant jurisdiction.
XI. Fiscal Year
The fiscal year of the Corporation shall begin on July 1st and shall end on June 30th.
XII. Conflicts of Interest
A. Any member of the Board of Directors, Officer, employee, or committee member having an interest in a contract or other transaction or determination presented to the Board of Directors or a committee of the Corporation for recommendation, authorization, approval, or ratification shall give prompt, full, and frank disclosure of his or her interest to the Board of Directors or committee prior to its acting on such contract or transaction.
B. The body to which disclosure of interest is made shall determine by a majority vote of the disinterested Board of Directors or committee members, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is found to exist, such a person shall not vote on, nor use his or her personal influence on, nor participate in discussion of (other than to present factual information or to respond to questions in the discussions or deliberations with respect to such contract, transaction, or determination) the issue. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted on.
C. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and whether a quorum was present.
XIII. Indemnification
Except as prohibited by law, each Officer and member of the Board of Directors of the SCS shall be indemnified by SCS against expenses and liability paid or incurred by such person in his or her capacity as a member of the Board (i) in the defense of any Action to which such person is a party or (ii) in connection with any other Action. As used herein, the word "Action" shall mean (i) any threatened, pending or completed suit or proceeding, to which such person is a party (other than an action by SCS) or (ii) in connection with which such person is not a party but is a witness, subject to investigation or otherwise involved, in either case by reason of such person being or having been a member of the Board of Directors or Officer of SCS. A person who is not a member of the Board of Directors or Officer of SCS may be similarly indemnified in respect of service to SCS to the extent the Board at any time designates such person as entitled to the benefits of this Section.
XIV. Amendments
These By-laws may be amended as follows:
A. All amendments must be approved first by the Board of Directors with a majority vote of the Board.
B. The Board shall present the amendment approved by the Board to the regular members for approval by a two-thirds vote of the regular members present at any meeting of SCS, or by a two-thirds vote of the regular members voting by mail or electronically, provided that prior notice of the proposed amendments has been given in writing to all members, or sent electronically to all members, not less than one month prior to the stated meeting.
XV. Dissolution of Corporation
In the event of the liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary, involuntary, or by operation of law, the Board of Directors will, except as otherwise provided by law, transfer all of the assets of the Corporation to the Archdiocese of Philadelphia, to be held or used for such purposes of the said Archdiocese as the Archbishop shall determine, these being among the purposes specified in the Internal Revenue Code of 1986, as Section 501(c)(3) of the said Code now stands enacted (and the same or a similar section of any succeeding such legislation).