By-Laws

1. The name by which the Corporation shall be known is The Medieval Academy of America.

2. The Academy shall consist of Fellows, Corresponding Fellows, Life Members, Contributing Members, Active Members, Emeritus Members, and non-voting Institutional Members.

3. The purposes for which the Academy is formed are: "to conduct, encourage, promote and support research, publication and instruction in mediaeval records, literature, languages, arts, archaeology, history, philosophy, science, life and all other aspects of mediaeval civilization, by publications, by research and by such other means as may be desirable, and to hold property for such purpose." [Extract from the Agreement of Association, 23 December 1925.]

OFFICERS AND COUNCIL

4. The elected officers of the Academy shall be a President, a First Vice-President, and a Second Vice-President, and the appointed officers an Executive Director and a Treasurer. If the President is absent, the First Vice-President shall preside in his place, and if the latter is also absent, the Second Vice-President shall preside.

5. There shall be a Council composed of the President, the First and Second Vice-Presidents, and twelve elected members. A quorum shall consist of eight members.

(a) Terms of Service

6. The President and the two Vice-Presidents shall serve for terms of one year, or until their successors are chosen, and shall not be eligible for reelection to these offices. The Councillors shall serve for a term of three years each, or until their successors are chosen, and shall not be eligible for reelection for a period of three years from the end of their tenure of office.

(b) Vacancies

7. In case of the death or resignation of any of the officers of the Academy or of any of the Councillors, the vacancy or vacancies may be filled by the Council until the next regular election.

(c) Responsibilities

8. The Council shall establish policy for the Academy. It shall initiate and supervise activities of the Academy, approve the annual budget, and supervise all expenditures. The Council shall appoint an Executive Director, a Treasurer, editors of Speculum and other Academy publications, members of appointed committees, chairmen of appointed committees, and delegates of the Academy. The Council may at its discretion delegate power of appointment. The Executive Director and Treasurer shall serve at the pleasure of the Council. Editors, committee members, chairmen, and delegates shall be appointed for specific terms. Names and terms of all Council appointees shall be printed annually in Speculum. The Executive Director, the Treasurer, the editor of Speculum, chairmen of committees, and delegates shall make annual reports to the Council.

(d) Non-Voting Participants

9. The Executive Director and Treasurer shall sit with the Council without vote. The President of the Fellows, the delegate to the American Council of Learned Societies, and the chief officers of the Standing Committee on Centers and Regional Associations and (if invited by the Council) of other committees and of Affiliated Societies shall sit with the Council without vote.

(e) Meetings

10. The Council shall meet regularly in conjunction with the annual meeting. Other meetings may be called by any five elected members, communicating through the Executive Director, or by the President. Any voting or non-voting member of the Council may propose items for the agenda through the Executive Director.

(f) Executive Committee

11. There shall be an Executive Committee of the Council consisting of the President, both Vice-Presidents, and the four Councillors serving in their third year. The Executive Committee shall have authority to decide questions of policy between meetings of the full Council.

EXECUTIVE DIRECTOR

12. Under direction of the Council, the Executive Director shall administer the affairs of the Academy, record its proceedings, make up the agenda of Council meetings and of annual business meetings, plan the program of the annual meeting in cooperation with the Second Vice-President, supervise the work of the headquarters office, sign contracts for printing and other services, and under the supervision of the Council employ such staff as is necessary.

TREASURER

13. Under direction of the Council, the Treasurer shall administer the finances of the Academy, receive dues and other income and pay bills, and with the advice of an Investment Committee supervise Academy investments and property. The Treasurer shall prepare an annual budget for approval by the Council and control the expenditure of funds in accord with this budget. The Treasurer shall have the financial records of the Academy audited once a year by a certified public accountant.

MEMBERSHIP

(a) Fellows

14. Fellows shall be scholars who have made notable contributions to the furthering of the stated purposes of the Academy, and who at the time of election are members of the Academy and residents of North America. The number of Fellows shall not exceed 125. Vacancies in the ranks of the Fellows shall be filled by election by the Fellows from nominations made by any three members of the Academy or by a nominating committee, the members of which shall be appointed jointly by the President of the Academy and the President of the Fellows, after consultation with the Executive Committee of the Council. The assent of the Fellows shall be necessary for election. The Fellows shall hold an annual meeting at which they shall elect, by vote of a majority of those present, such officers as they deem necessary for the conduct of their business. They shall also determine the procedures governing the election of new Fellows and Corresponding Fellows, subject to the general provisions of articles 14 and 15.

(b) Corresponding Fellows

15. Corresponding Fellows shall be scholars who have made notable contributions to the furthering of the stated purposes of the Academy, and who at the time of election are residents of countries outside of North America. The number of Corresponding Fellows shall not exceed 75. Election of Corresponding Fellows shall be by the assent of the Fellows, from nominations made by any three members of the Academy or by the nominating committee described in item 14. The Corresponding Fellows shall be exempt from payment of dues.

(c) Life Members

16. Life Members shall consist of persons who have subscribed at one time such a sum of money as shall be set by the Council.

(d) Contributing Members

17. Contributing Members shall consist of persons who subscribe annually such a sum, in addition to the dues of an Active Member, as shall be set by the Council.

(e) Active Members

18. Active Members shall consist of persons who pay such annual dues as shall be set by the Council.

(f) Emeritus Members

19. Upon retirement, Contributing and Active Members who have paid dues for thirty years may apply to the Executive Director for the status of emeritus membership. Emeritus Members are entitled to all rights and privileges of members without further payment of dues.

(g) Institutional Members

20. Libraries and other organizations may become Institutional Members and accordingly receive the publications of the Academy on such terms as shall be set by the Council.

NOMINATING COMMITTEE

(a) Membership

21. There shall be a Nominating Committee composed of four members and a chairman. Of the four members, two will be elected each year to serve for two years. Each year the President will nominate four members of the Academy to stand for election to the Nominating Committee, and other members may be nominated by petition as specified below

(c). The chairman of the committee will be appointed by the President from among members of former Nominating Committees to serve for one year.

(b) Nominations by the Committee

22. The Nominating Committee shall nominate at least two members of the Academy for each vacancy in the Council. It shall nominate one member of the Academy for vacancies in the offices of President, First Vice-President, and Second Vice-President. Normally, the Second Vice-President will proceed to the first vice-presidency, and First Vice-President to the presidency. Nominations shall be circulated by the Executive Director before the end of the calendar year preceding the election.

(c) Nominations by Petition

23. Nominations of other members of the Academy for officers, Councillors, or members of the Nominating Committee may be made by written petition signed by at least twelve members of the Academy. Such petitions must be received by the Executive Director at least twelve weeks before the date of the annual meeting.

(d) Elections and Voting

24. The officers of the Academy, the Councillors, and the members of the Nominating Committee shall be elected at the annual meeting by majority vote of all members of the Academy who vote. Each non-institutional member of the Academy shall be entitled to one vote in person upon each subject properly submitted to a vote of the members at the annual meeting or any special meeting. Before the annual meeting a preliminary ballot shall be mailed to all members of the Academy entitled to vote. The slate of officers, Councillors, and members of the Nominating Committee resulting from such preliminary mail balloting shall be submitted to the members assembled at the annual meeting for formal election. Other slates may, however, be submitted to the members assembled at the annual meeting for formal election as alternatives to the results of the preliminary mail balloting.

STANDING COMMITTEE ON CENTERS AND REGIONAL ASSOCIATIONS

25. The Standing Committee on Centers and Regional Associations consists of representatives of institutes, graduate and undergraduate centers, programs and committees, research libraries, and regional and other organizations devoted to medieval studies. The committee determines its own operating procedures and elects its own officers.

AFFILIATED SOCIETIES

26. Regional associations, or groupings of medievalists with special interests, may be recognized by the Council as Affiliated Societies. The chief officer of an Affiliated Society may be invited by the Council to attend its meetings.

MEETINGS OF THE ACADEMY

(a) Annual Meeting

27. The annual business meeting of the members of the Academy shall be held at a time and place to be fixed by the Executive Committee of the Council and announced in advance to the members of the Academy by the Executive Director. The scholarly program associated with this meeting is normally arranged by the Executive Director in cooperation with the Second Vice-President and representatives of the institution or institutions where the meeting is held.

(b) Special Meetings

28. Special meetings of the members of the Academy may be called by the President or by a majority of the members of the Council upon notice to the members sent by the Executive Director or the President.

(c) Quorum

29. A quorum at a business meeting of the Academy shall consist of fifty members, at least five of whom shall be members of the Council.

PUBLICATIONS

30. The Academy shall publish a quarterly journal under the title of Speculum-A Journal of Medieval Studies, which shall be sent to all members not in arrears, and the dues of each class of members shall be considered to include the subscription price thereof. The Council shall determine categories of other publications. Approval of individual works may be delegated to special committees under the supervision of the Executive Director.

AMENDMENT OF BY-LAWS

31. These By-Laws may be amended by a vote of two-thirds of the members of the Council who vote, with the assent of a majority of the Fellows who vote.

[Amended 2004]