By-Laws of the William Morris Society in the United States y-Laws, as amended 19 May 2007. ARTICLE I: The Society’s Name and Purpose Section 1. The name of the Society shall be "The William Morris Society in the United States." Section 2. The William Morris Society in the United States exists to further the appreciation of the work of its namesake, William Morris—poet; craftsman; diarist; medievalist; architectural conservationist; translator of Icelandic, Latin, and Greek literature; pioneer in the decorative arts, history of printing, and book design; writer of verse, prose romances, and essayist on art, architecture, and social issues; and committed socialist in word and action. We also aim to encourage interest in Morris’s friends, associates, and contemporaries in Britain and America, in particular figures connected with the Pre-Raphaelites, with Victorian art and literature, and with the Arts and Crafts Movement. A further object for the Society is the promotion—so far as is possible for an organization which represents the diverse interests of its members—of contemporary expressions of Morris’s concerns. The Society is an independent organization, which maintains ties with the William Morris Society in Britain, and with other affiliates, such as the William Morris Society of Canada. ARTICLE II: Membership Section 1. Qualifications. Membership is open to all who pay dues, regardless of race, religion, ethnicity, gender, sexual orientation, nationality, political affiliation, or place of residence. Members automatically become members of the William Morris Society in Britain. Section 2. Categories of Membership. Members shall be divided into the following types: Honorary Members: Those elected by the Committee in recognition of their distinction in arts and letters, and specifically for their work relating to William Morris. Individual. Family/Household. Defined as two persons sharing the same address. Family/Household members receive a single mailing from the Society and each Family/Household membership is allowed one vote in the Society’s affairs. Life. Corporate. Defined as libraries, museums, or other cultural or business entities. Corporate members shall have no voting power in the Society’s affairs, nor shall members in this category be counted in establishing a quorum for meetings and votes. Section 3. Resignation and removal from membership. Resignations of members in good standing shall be in writing and addressed to the Secretary/Treasurer. The Society may drop any person from membership due to non-payment of dues. Section 4. Notices. Notices to members mailed to their address as recorded in the Society’s records shall be valid for all purposes. It is understood that notices may take the form of separate mailings or text printed in the Newsletter. ARTICLE III: Dues Section 1. Amount. The Committee shall determine the amount of dues. Dues for membership for the year 2006 are as follows: Honorary. None. Individual. $35.00. Family/Household. $40.00. Life. Payment of $550.00 or more; contributed on a one-time basis, either for the general use of the Society or for a particular use or uses prescribed by the donor with the approval of the Committee. Institutional and libraries. $45.00. Section 2. Date payable. Dues shall be payable upon joining the Society and thereafter in advance for each calendar year. ARTICLE IV: Meetings of Members Section 1. Annual Meeting. The Society shall hold an Annual Meeting at a place and time designated by the Committee in the notice thereof. Section 2. Special Business Meetings. Special meetings for the transaction of business requiring votes of the membership may be called at any time by the President or Vice-President of the Committee, or by signed petition from a quorum (ten percent) of the members. Section 3. Notice of Meetings. Notice of the time and place of the annual meeting and of the time, place, and purposes of any special business meeting shall be made to each member entitled to vote thereat at least thirty days in advance of such meetings. Section 4. Voting. Each member of the Society, other than Corporate members, shall be entitled to cast one vote in the election of the Committee and upon all other matters. A Family/Household membership is entitled to one vote. Voting by proxy is also permitted, but only a member of the Society may act as proxy for another member; a member of the Committee may represent any member or members by proxy. Section 5. Quorum. One tenth of the members of the Society entitled to vote, present or represented by proxy at any annual or special meeting, shall constitute a quorum for the election of the Committee or transaction of any other business. ARTICLE V: Governing Committee Section 1. Governance. The William Morris Society in the United States is an autonomous organization, governed by a Governing Committee (referred to in this document as the "Committee"). Section 2. Responsibilities of the Committee. The responsibilities of the Committee include, but are not limited to, the following: supervision of the work of the Society; appointment of officers and determination of their titles and duties, except as called for in Article VII, Section 1; assessment and collection of dues and management of the Society’s funds; support for ties with the William Morris Society in Britain and with the William Morris Society of Canada; administration of a fellowship program; appointment of regional representatives to coordinate local activities wherever appropriate; publication of a Newsletter at least once annually; maintenance of a list of members, and distribution of copies to the membership before each triennial election; publication of an informal description of the Society’s finances; arrangement of events and meetings sponsored by the Society, alone or with other groups and institutions; maintenance of the William Morris Society Web Site; publication of works relating to the study of Morris and any other works which the Committee may consider significant; election of Honorary Members; as provided for in Article II, Section 2, and, on occasion, creation of appropriate tributes to those who have furthered the aims of the Society. Section 3. Number and qualifications. The Committee shall consist of nine persons, with the option for expansion at the pleasure of the current Governing Committee. Each member of the Governing Committee shall be a member of the Society. All members of the Committee are eligible for re-election. Section 4. Election and Term. Election of the Committee will take place on a triennial basis, that is, at every third annual meeting. A simple majority shall constitute enough votes for election. In a case where there are more candidates than positions on the Committee, those with the largest number of votes shall be elected until the positions are filled. Committee members shall serve concurrently, for a period of three years from the time of their election. Section 5. Nominations. A Nominating Committee consisting of three members of the Society, at least one of whom shall be a Committee member, shall be appointed by the President at least two months prior to an annual meeting at which a triennial election of the Committee will take place. The Nominating Committee shall file with the Secretary/Treasurer its nominations for members to be elected to the Committee in time for a slate to be presented to the membership in the official notice of the annual meeting. Candidates for election to the Committee may also be nominated by petition, signed by at least a quorum (ten percent) of the membership entitled to vote and filed with the Secretary/Treasurer prior to the annual meeting. In selecting nominees for election to the Committee, the Society encourages the inclusion of younger members, and academics and non-academics alike. Section 6. Authority and Compensation. All activities of the Society shall be managed by the Committee. All Committee members serve without salary or other compensation, but a Committee member may receive reimbursement for expenses paid on the Society’s behalf. Section 7. Vacancies. A vacancy among the Committee members may be filled by majority vote of the Committee then in office. The term of any Committee member so appointed shall expire at the end of the term of the person he or she replaces. Section 8. Removal. Committee members may be removed for cause by majority vote of the Committee provided that at least a majority of the Committee are present at the meeting taking such action. Committee members, indeed the entire Committee, may be removed for cause following a two-thirds vote of the membership entitled to vote taken at an annual meeting or at a properly constituted special business meeting at which a quorum is achieved. ARTICLE VI: Meetings of the Committee Section 1. Regular Meeting. The Committee shall hold one regular meeting during each calendar year immediately following the annual meeting of members. No notice need be given if it is convened immediately following the annual meeting. Section 2. Special Meetings. Special meetings of the Committee may be called by the President or by any two other Committee members. One week’s notice of such a special meeting must be made to all Committee members. Section 3. Place of Meeting. The Committee may, as they may from time to time determine, hold their meetings, regular or special, at any place and time and may at any such meeting transact any and all business pertaining to the Society. Section 4. Quorum of the Committee. Five Committee members shall constitute a quorum for the transaction of business at any meeting, but a majority of those present may adjourn any meeting from time to time without notice until a quorum is present. Any action taken or authorized by a vote of a majority of the Committee present at any meeting called and convened at which a quorum is present will have the same force and effect as if all the Committee had been present. ARTICLE VII: Officers Section 1. Titles and Terms. The officers of the Society shall be chosen by, and drawn from, the Committee. Appointments shall be made at the regular annual meeting of the Committee held immediately following the annual meeting of members. The term of appointment is one year. Re-appointments are allowed, but no officer may serve longer than his or her elected term of service on the Committee. The permanent offices of the Society consist of a President, a Vice-President, and a Secretary/Treasurer. Any two or more offices may be held by the same person except the office of President, and the Committee may appoint such other officers as it shall deem necessary. Section 2. Compensation. No salary or other compensation shall be paid to any officer of the Society for his or her services tendered in that capacity, but an officer may receive reimbursement for expenses paid on the Society’s behalf. Section 3. Removal. Any officer elected by the Committee may be removed at any time by majority vote of the Committee whenever in its judgment the best interests of the Society will be served by such removal. Section 4. Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification, or otherwise may be filled by the Committee. ARTICLE VIII: Powers and Duties of Officers Section 1. President. The President shall be the chief executive officer of the Society. He or she shall preside at meetings of the Committee and of the members. He or she shall have general supervision, direction, and active management of the activities and affairs of the Society, shall execute all contracts and other instruments in writing authorized by the Committee, and shall have the powers of supervision and management usually vested in the office of the President of a non-profit corporation. It is hoped that the office of President will rotate, to be held in turn by different members of the Committee. Section 2. Vice-President. During the absence or disability of the President, the Vice-President shall exercise all the functions of the President. The Vice-President’s duties center on co-ordination of the Society’s activities, in particular the fellowship program and events held in conjunction with the Modern Language Association annual convention. Section 3. Secretary/Treasurer. The Secretary/Treasurer shall keep the membership roll, take minutes of meetings, and serve as the principal financial officer of the Society. He or she shall have charge of all funds and securities, shall make such banking arrangements as the Committee may direct, shall collect and receive monies due the Society, and shall make payments by or on behalf of the Society. ARTICLE IX: Committees Section 1. Special Committees. The Committee may arrange for other special committees (such as a membership committee, a fellowship committee, a program committee, or a publications committee) in addition to the Nominating Committee provided for in Article V, Section 5. Section 2. Appointment. The Chair and members of all committees shall be appointed by the Committee upon nomination of the President. The Nominating Committee shall be appointed in the manner prescribed in Article V, Section 5. Each individual who is a member of the Society shall be eligible to serve on any committee whether or not a Committee member, subject in the case of the Nominating Committee to the provisions of Article V, Section 5. Section 3. Term. Members of all committees shall serve at the pleasure of the Committee. The Committee may create or dissolve any committee at any time. ARTICLE X: Procedures Section 1. Rules of Order. Robert’s Rules of Order (Revised) shall govern procedure on all matters not covered by these By-Laws. Section 2. Definition of "proxy." The term "proxy" shall include not only the Society’s official proxy sent and returned by post but also such forms of communication as the Committee may approve, including mail ballots and messages and responses transmitted by fax or e-mail. Section 3. Fiscal and Business Year. The fiscal and business year of the Society shall be the calendar year. ARTICLE XI: Amendment to By-Laws Section 1. These By-Laws may be altered, amended, or repealed by a majority vote of the Committee present at any regular or special meeting. They may also be changed by a two-thirds vote of the members entitled to vote taken at an annual meeting or at a properly constituted special business meeting at which a quorum is achieved; proposals for such changes in the By-Laws to be voted upon by the membership shall be circulated in the notice for the said annual meeting or special business meeting. HOME · NEW · EVENTS · NEWSLETTER · SITE ARCHIVE · ABOUT THE SOCIETY MORRIS' LIFE AND WORKS · PRODUCTS · LINKS · JOURNAL · CONTACT US LAST UPDATE 27 APRIl 2008 · PLEASE REPORT BROKEN LINKS TO WEBMASTER @ MORRISSOCIETY.ORG