The Constitution & Bylaws of The Masonic Society

12.05.2008

The Constitution & Bylaws of The Masonic Society

ARTICLE I NAME AND PURPOSE

Section 1 Name

The name of the organization shall be The Masonic Society. It shall be a nonprofit organization incorporated under the laws of the State of Indiana.

Section 2 Purpose

The Masonic Society is organized exclusively as a center of union for Freemasons who desire to study and promote the mystic art, its history, philosophy, rites, customs, and practices while promoting the common good and general welfare of its community by espousing and promulgating those tenets of Freemasonry that bring about civic betterment and social improvement for the greater community at-large. To support and conduct research, education, and informational activities to increase awareness of the need for brotherly love, truth, relief, and charity toward all mankind.

Established Charity: At no time, and under no circumstances, shall the Society establish an official charity. However, the Society may from time to time act in a charitable manner by either giving, and or providing for those Masonic charities, or similar, that are known to espouse and promulgate those laudably lofty pursuits contained in the Purpose Section of this Article.

ARTICLE II MEMBERSHIP

Section 1 Eligibility for Membership

The application for membership shall be open to any Master Mason in good standing of lodges chartered by a Grand Lodge that is a member of the Conference of Grand Masters of Masons in North America or Grand Lodges recognized by a Grand Lodge that is a member of the Conference of Grand Masters of Masons in North America. The Board of Directors reserves the right to deny membership, or suspend, or terminate membership at anytime, at its sole discretion, if determined it is for the good of the Society.

Membership shall be granted following the receipt of a properly completed application form, payment of annual dues, and verification of eligibility.

Section 2 Types of Membership

Membership: All applicants that have been made Members by way of the qualifications listed in Section 1 of this Article, shall be considered Members and are each entitled to one vote as described in Section 5 of this Article. There shall be no other type of membership. Membership is not transferable.

Subscriber: A person that is not eligible for membership may become a subscriber to the quarterly magazine. However, in no case shall they be eligible to participate in any other membership activities, nor receive any other membership benefit. Subscribership is not transferable.

Section 3 Categories of Membership

There shall exist two categories of membership:

General Membership: This category applies to all Members as described in Section 2 of this Article.

Honors Membership: The Board of Directors, at its sole discretion shall develop, implement, and employ a membership Honors System. The Board of Directors shall be the sole authority to bestow such Honors. Being bestowed the Honor of Fellow of The Masonic Society is one such Honor.

Section 4 Annual Dues & Subscriptions

The Annual Dues of the Society, Delivery Surcharge, and Subscriptions shall be determined by the Board of Directors, at their sole discretion, and shall on occasion be modified to reflect proper fiscal responsibility in keeping the Society vibrant. In addition, the Board of Directors, from time to time may consider other types and forms of services, subscriptions, or similar, whereby they will determine and set the necessary fees.

Annual Dues: The initial annual amount for dues, for Members, shall be $39.00 (thirty-nine dollars) per year.

Delivery Surcharge: Those Members that reside outside of the United States and Canada shall be assessed and pay an additional $10 (ten dollars) per year, subsequent to their dues, due to the additional cost of delivery services.

Subscriptions: The annual subscription fee to be paid by a subscriber for the Society's quarterly magazine shall be $39 (thirty-nine dollars) for subscribers that reside within the United States or Canada, and $49 (forty-nine dollars) for subscribers that reside outside of those areas.

Annual Dues, Delivery Surcharges, and Subscriptions are all due and payable, annually, on the anniversary date of the initial membership or initial subscription. Continued Membership, in good standing, or Subscription is contingent upon being up-to-date on dues, delivery surcharges, or subscription fees.

Section 5 Rights & Limits of Members

Every Member, in good standing, shall have the following rights and limits circumscribed to their membership, as described in this Section.

Voting: Every Member, in good standing, shall be eligible to cast a vote during the annual meeting relative to the election of Officers and Directors as depicted in Article III and Article IV of these Bylaws. Votes for the annual election of officers must be cast in person, not by proxy, or any other method.

Participation: Every Member, in good standing, shall be eligible to receive a copy of the Society's quarterly publication, participate in the discussion forums, the annual membership meeting, and other subsequent activities and formations that might occur.

Section 6 Resignation and Termination

Resignation: Any Member may resign his membership at anytime by filing a written request with the Society's Business Manager, with the exception of those Members that are Constitutionally bound by Article IV Section 9 of these Bylaws, and in such case those provisions shall take precedence. Furthermore, Member resignation shall not relieve a Member of unpaid dues, delivery surcharges, or other charges that were previously accrued. The same applies to Subscribers.

Termination: A Member can have their membership terminated by The Board of Directors at anytime, without notice, and at its sole discretion, if viewed as for the good of the Society, with the exception of those Members that are Constitutionally bound by Article IV Section 9 of these Bylaws, and in such case those provisions shall take precedence.

ARTICLE III MEETINGS OF GENERAL MEMBERSHIP

Section 1 Regular Annual Member Meeting

The Annual Meeting of the Members shall take place in the month of February, during the week commonly known as Allied Masonic Degrees Masonic Week, which is typically held either in Alexandria, VA or Washington, DC. The Board of Directors reserves the right to change the date, time and location of the meeting if an appropriate need should arise.

During the Annual Meeting of Members the Members shall receive reports on the activities of the Society to include a year-end financial statement, current balance sheet, budget for the succeeding year, Audit Committee report, membership report, and other such reports that the Board of Directors or Chair feel are necessary to keep the membership adequately apprised and informed of the Society's condition and continuing intent.

In addition, on a biannual basis the election of Officers and Directors shall take place.

Section 2 Special Meetings

Special Meetings may be called by the Board of Directors, the Chair, or the Executive Committee, as described in Article IV Section 3. A petition signed by twenty-percent of the Membership, in good standing, and properly presented to the Board of Directors or the Executive Committee, may also call a Special Meeting with Notice.

Section 3 Notice of Meetings

Each meeting shall be properly announced by way of a printed Notice being given to each Member, in good standing, by mail, not less than two weeks prior to the meeting.

Section 4 Quorum

The Members present at any properly announced meeting shall constitute a Quorum, as long as the other requirements in Article IV Section 6 are met.

ARTICLE IV BOARD OF DIRECTORS

Section 1 Board Role, Size, and Compensation

Board Role: This Society shall be governed by a Board of Directors, subsequently called 'The Board.' The Board is responsible for overall policy and direction of the Society, and shall delegate responsibility of day-to-day operations to the Staff and Committees.

Executive Committee Role: The Board shall also have an Executive Committee (consisting of 6 Members, the Officers), which shall include the Chairman of the Board, 'Chair,' who shall also be and act as the CEO & President of the Society; the First Vice-Chair who shall also be and act as the Deputy-CEO & First Vice-President of the Society; the Second Vice-Chair who shall be and act as the COO & Second Vice-President of the Society; the Executive Secretary, who shall also be and act as the CAO & Executive Director of the Society; the Treasurer who shall also be and act as the CFO & Comptroller of the Society; and the Editor-in-Chief, who shall also be and act as the CPO & Managing Editor of the Society's publications.

The Executive Committee is to formulate strategies, policies, and related management items to present to the Board for their consideration and adoption. The Executive Committee is also empowered to act on behalf of the Board, and is responsible for the daily interaction with, and management of the Staff, Committees, and to commit to and transact all normal Business Operations at such times that the Board is not convened and in session, fully acting toward the benefit of the Board and Society in general.

Board Size: The Board shall consist of the Members of the Executive Committee and 7 (seven) additional Board Members, called 'Directors.' These Board Members shall be:

1. Chair
2. First Vice-Chair
3. Second Vice-Chair
4. Executive Secretary
5. Treasurer
6. Editor-in-Chief
7. Directors 4 (four) Fellows
8. Directors 3 (three) Members

This shall constitute the Board Membership and comprise The Board.

Compensation: The Board Membership shall not, at anytime, receive any compensation for their services; with the exception of the Executive Secretary acting in his capacity as Executive Director, the Treasurer acting in his capacity as Comptroller, and the Editor-in-Chief acting in his capacity as Managing Editor, (who all serve at the will and pleasure of the Board), may receive such stipend or compensation, respective to each individually, as the Board may deem fit and appropriate. All Board Members shall be reimbursed for reasonable expenses incurred while discharging and performing the official duties of their office, as the Board so determines.

Section 2 Terms of Office

Elected Board Officers/Directors

Progressive Line Officers: The Progressive Line shall be comprised of the President, First Vice-President, and the Second Vice-President. Once elected and installed each Officer shall assume all fiduciary duties, responsibilities, and powers of their respective Office and of those other related and concurrent Offices associated with their respective Office as described in Section 1 of this Article.

Terms: Elections shall be held biannually for the position of Second Vice-President, who shall also be and act in the capacity of COO & Second Vice-Chair of the Board of Directors. The Term of Office shall be 6 (six years), or sooner should he have subsequently completed his progressive advancement, culminating in his term as President.

Upon the Election of the Second Vice-President the previous years President shall retire his station, other concurrent Offices and all powers of those stations and the First Vice-President shall advance to the office of President and assume those concurrent Offices and all powers and responsibilities of those stations, and the previous years Second Vice-President shall advance to the office of First Vice-President and assume those concurrent offices and all powers and responsibilities of those stations. All shall then be deemed installed.

No member of the Progressive Line shall ever spend more than two years in each progressive seat, unless a Vacancy occurs as described in Article IV Section 9 of these Bylaws and the Officer is required to advance to his next subsequent Office before the next biannual Election; however, no Progressive Line Officer shall, in the aggregate, ever spend more than his six-year term in the Progressive Line.

Appointed Board Officers: The Appointed Board Officers shall be the Executive Secretary, Treasurer, and Editor-in-Chief. Once appointed and installed each Officer shall assume all fiduciary duties, responsibilities, and powers of their respective Office and of those other related and concurrent Offices associated with their respective Office as described in Section 1 of this Article.

Term: Appointed Board Officers serve at the will and pleasure of the Board.

Executive Secretary: The Executive Secretary shall be appointed by the Board; become a Board Member, Officer, and serve on the Executive Committee. He shall assume all fiduciary duties, responsibilities, and powers of his respective Office and of those other related and concurrent Offices associated with his Office as described in Section 1 of this Article.

Treasurer: The Treasurer shall be appointed by the Board; become a Board Member, Officer, and serve on the Executive Committee. He shall assume all fiduciary duties, responsibilities, and powers of his respective Office and of those other related and concurrent Offices associated with his Office as described in Section 1 of this Article.

Editor-in-Chief: The Editor-in-Chief shall be appointed by the Board; become a Board Member, Officer, and serve on the Executive Committee. He shall assume all fiduciary duties, responsibilities, and powers of his respective Office and of those other related and concurrent Offices associated with his Office as described in Section 1 of this Article.

Directors: There shall be 7 (seven) elected Directors that shall serve on the Board. Four of these Directors, at all times, shall be Fellows of the Society. Three of these Directors, at all times, shall be Members (without Honors) of the Society. Each of these Directors shall serve a six-year term in office with staggered terms, with the exception that one Fellow Director and one Member Director shall only serve for a two year term each. During each biannual election 2 (two) Fellow's shall be elected, one to serve a two-year term and one to serve a six-year term. There shall also be elected at each biannual election 2 (two) Member's, one to serve a two-year term and one to serve a six-year term.

(*Note: Those Officers and Directors filling any Office prior to what is known as the first Annual Meeting of Members and Election, as depicted in Article III of these Bylaws, shall NOT have their subsequent Term of Office shortened by the time served between initial incorporation, formation, election and installation, and said first Annual Meeting).

Section 3 Meetings, Notices and Voting

Meetings: The Board shall meet twice a year. The Annual Meeting shall be held in accordance with the time and conditions specified under Article III Section 1 of these Bylaws. The Semi-Annual Meeting shall be at a time and location chosen by the Board. The Executive Committee shall meet at these same times, in addition to any other times deemed necessary by the Executive Committee or Chair so as to responsibly conduct and carry out the business of the Society. Section 6 of this Article applies.

Special Meetings: The Board reserves the right to call a Special Meeting at any time. Special meetings of the Board shall be called upon the request of the Chair, or any 5 (five) Members of the Board. An official Board meeting requires that each Board Member receive written notice at least two weeks in advance. Section 6 of this Article applies.

Voting: All Board votes shall occur in person, and be taken by visual hand count.

Section 4 Board Elections

The Second Vice-President and Other Directors shall be elected by the voting Membership that are present at the biannual meeting. These offices will be elected by a simple majority of Members present at the biannual meeting and in accordance with the provisions stipulated in Section 1 and Section 2 of this Article. Voting Members must be Members (with or without Honors) that are in good standing and in possession of a current dues card. There shall be no absentee ballots, proxies or any other mode of vote.

Section 5 Election procedures

A Board Nomination Committee shall be appointed, in accordance with Article V Section 3 of these Bylaws, and be responsible for considering, investigating, and nominating prospective Board Members, as described in Section 2 of this Article, taking into consideration the Society?s broad and diverse constituency. All possible effort should be made to make sure that those nominated for office are representative of those high ideals, standards, and sublime teachings, from time immemorial, that we seek to adhere too, foster, and emulate in Freemasonry. Those chosen for nomination should also, inherently, subscribe to and be willing to defend the standards of the Society, to include those contained in Article I Section 2 (Purpose) of these Bylaws.

In addition, any Member in good standing, if present at the biannual meeting, can nominate a Member candidate (who must be in good standing at the time of his nomination, and be in possession of a current dues card) to the slate of nominees when such other nominations are called for.

Section 6 Quorum

A Quorum is/must be attended by at least 7 (seven) Members of the Board, being physically present at the Board meeting. However, if less than four of the Executive Committee are present (two of which must either be the President, First Vice President, Second Vice President) a Quorum shall not be constituted. A Quorum is required for the Board to transact business and motions to take place.

Section 7 Officers and Duties

There shall be 6 (six) Officers of the Board, consisting of the Chairman, First Vice-Chair, Second Vice-Chair, Executive Secretary, Treasurer, and Editor-in-chief. Their duties are as follows:

The Chairman: Shall convene regularly scheduled board meetings, shall
preside over, or arrange for other members of the Executive Committee to
preside at each meeting in the following order: First Vice-Chair, Second Vice-Chair, Executive Secretary, Treasurer. He shall be empowered and act in the capacity of the Chief Executive Officer and President of the Society. He shall preside over the Board and Executive Committee. The Chair possesses such special powers that should an emergency occur whereby it is impossible to convene a Quorum, as depicted in Section 6 of this Article, he may, acting in his capacity as Chair, Chief Executive Officer and/or President take such full but restrained action as solely deemed necessary to protect the Society?s health and safety until such time that a Quorum can be convened. Furthermore, should there ever be a tie vote on the Executive Committee the Chair acting in his capacities may cast an additional vote to break such tie. The other provisions of this Section apply.

First Vice-Chair: Shall assume the duties of the Chair in his absence or incapacity. He shall be empowered, and act in the capacity of Deputy Chief Executive Officer and First Vice-President of the Society. He shall Constitutionally Chair those Committees as depicted in Article V Section 3 of these Bylaws, and he shall Chair Committees on special subjects as designated by the Board, or Chair.

Second Vice-Chair: Shall assume the duties prescribed to the First Vice- Chair in his absence or incapacity. He shall be empowered, and act in the capacity of Chief Operating Officer and Second Vice President of the Society. He shall Constitutionally Chair those Committees as depicted in Article V Section 3 of these Bylaws, and he shall Chair Committees on special subjects as designated by the Board, or Chair.

Executive Secretary: Shall assume the duties prescribed to the Second Vice-Chair in his absence or incapacity. He shall be empowered, and act in the capacity of Chief Administrative Officer and Executive Director of the Society. He shall NOT Chair any Committees; however, will sit in oversight capacity as to form, policy, and co-ordination of all Standing Committees as depicted in Article V Section III of these Bylaws. He shall do the same for any Special Committees, at such times, that the Board or Chair should so direct. He shall also perform any special duties the Board or Chair so requests.

The Executive Secretary, acting in his concurrent Office capacities, shall be responsible for keeping, or see to be kept, the records of Board Meetings and Actions, including overseeing the taking of minutes at all Board Meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board Member, and assuring that Corporate records are maintained.

He shall be responsible for all administrative procedures and controls that govern the operation of the Society and shall oversee, direct, manage and co-ordinate with Staff the day to day operations of the Society. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization?s goals and policies.

Treasurer: Shall assume the duties prescribed to the Executive Secretary in his absence or incapacity. He shall be empowered, and act in the capacity of Chief Financial Officer and Comptroller of the Society. He shall Constitutionally Chair the Finance Committee as depicted in Article V Section 3 of these Bylaws, and he shall Chair Committees on special subjects as designated by the Board, or Chair. He shall also perform any special duties the Board or Chair so request.

The Treasurer, acting in his concurrent Office capacities. shall provide a complete financial report at each Board meeting and shall prepare, or have prepared, the annual reports as depicted in Article III Section I to fulfill that requirement to the membership, in addition to all other customary reports required for a corporation and body of this nature, and any and all reports requested by the Board, Executive Board, Chair; or any other Officer if required for the administration and operation of the Society. The Treasurer shall assist in the preparation of the budget, help develop financial strategies, and make financial information available to Board Members, always keeping in the forefront of his mind the fiduciary responsibility of the Treasurer.

Editor-in-Chief: Shall be empowered, and act in the capacity of Chief Publishing Officer and Managing Editor of the Society. He shall Not Chair any Constitutionally formed Committees as depicted in Article V Section 3 of these Bylaws, however, shall Chair Committees on special subjects as designated by the Board, or Chair. He shall also perform any special duties the Board or Chair so request.

The Editor-in-Chief, acting in his concurrent Office capacities, shall see that the Society's editorial policy is carried out. He shall have responsibility over the quarterly publication to include text, pictures, captions, headings, and general content. He shall also make sure that the quarterly publication, and any other subsequent publications express the Society's point of view and purpose as expressed in Article I Section 2 of these Bylaws. He shall accomplish this by way of assuring the inclusion of editorials or other such articles that promote the Society's Purpose. He shall also be in-charge of making sure each edition of the quarterly publication or other such subsequent publications are produced to the highest appropriate industry standards relative to content, format, editing and finished product. He shall also be responsible for making sure each publication is completed and issued on time. He shall also be responsible for the day-to-day work of selecting articles, arranging copy, and supervising other editors, or related staff as the need may arise.

Directors: All Directors shall sit on, and be voting Members of the Board of Directors. Each shall serve on committees if Constitutionally required, or as the Board or Chair determine. Each shall perform any special duties that the Board or Chair shall so direct.

Section 8 Vacancies

When a vacancy on the Board exists, mid-term, the Executive Secretary must receive nominations for new members from present Board Members two weeks in advance of a Board Meeting. These nominations shall be sent out to the Board Members with the regular, or special, Board meeting announcement, to be voted upon at the next Board meeting.

These Vacancies on the Board shall be permanently filled by those elected by the Board unless those particular seats are subject to Membership vote as depicted in Article IV Section 2 of these Bylaws. In the latter case those elected shall only serve in that capacity, unless reelected, until the next biannual meeting/election and those particular seats will then be subject to Article IV Section 2 and Section 5 of these Bylaws.

However, should the vacancy occur with the office of the President or First Vice-President the subsequent Officer(s) of the progressive line shall immediately progress to the next Office. The Board shall then fill the Second Vice-Presidents Office, as described herein, until the next biannual meeting/election at such time Article IV Section 5 shall take precedence. Any other vacancy in the progressive line shall be permanently filled by the Board of Directors.

Section 9 Resignation, Termination, and Absences

Resignation: A Board Member may request to resign from the Board, but must give notice in writing, by registered mail, sent to the Executive Secretary and acceptance of such notice shall be verified by return receipt. The Executive Secretary shall provide official notice of the request to the Board, by registered mail, and subsequently, with urgency, notify the Board via phone, email, or any other mode of communication that proves to be succinct and verifiable.

The Board reserves the right to accept or reject a request of resignation. A Board Member is not automatically released of their fiduciary, other legal, or Fraternal responsibilities based upon a request of resignation.

Termination of any Board Member: A Board Member shall be terminated from the Board due to two unexcused absences from Board Meetings in any one year. The Executive Committee shall be the determining authority relative to excused or unexcused absences.

Termination of Appointed Officers & Directors: An Appointed Officer of the Board or a Director of the Board may be removed for any reason determined by the Board if there is a three-fourths vote of the Board; which must constitute a Quorum as defined in Section 6 of this Article.

Termination of Progressive Line Officers: Removal of an Officer of the Progressive Line, as defined in Article IV Section 2, shall require a three-fourths vote of the Board; which must constitute a Quorum as defined in Section 6 of this Article, in addition, for removal, one of the votes for removal must be cast by one of the Progressive Line Officers.

ARTICLE V COMMITTEES

Section 1 Committee Formation

There exist 9 (nine) Constitutional Committees. These are the Executive Committee as described in Section 2 of this Article and the 8 (eight) Standing Committees as described in Section 3 of this Article. Any modification to, or elimination of these Committees are subject to Article VII of these Bylaws.

The Board or Chair may create Special Committees as needed. The Board Chair appoints all Committee Chair, other than those Constitutionally formed Committees that are described in Section 2 and Section 3 of this Article. The Board or Chair, respective to which created the Committee may determine the criteria for other Officers or Membership of any Special Committee. The Constitutional requirements for Officers and Members of the Executive Committee and Standing Committees are respectively found in Section 2 and Section 3 of this Article.

Section 2 Executive Committee

The 6 (six) Officers of the Board serve as the Members of the Executive Committee; which include the Chair, First Vice-Chair, Second Vice-Chair, Executive Secretary, Treasurer, and Editor-in-Chief. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors, 'The Board,' during the intervals between meetings of the Board, and is subject to the direction and control of the full Board. Article IV Section 1 is applicable.

Section 3 Standing Committees

Standing Committees are those Committees that are Constitutionally incorporated into the Bylaws of this Society, and any attempt to modify the organizational structure, purpose, or intent of these Committees will require an Amendment to these Bylaws in accordance with Article VII Section 1 of these Bylaws.

Committee Size: Each Committee shall consist of 7 (seven) Members.
Committee Makeup: Each Committee shall consist of 4 (four) Fellows and 3 (three) Members (non Honors).

The Committee Chairs are Constitutionally assigned other than the Audit Committee, which is subsequently discussed herein.

The 4 (four) Fellows positions shall consist of The Committee Chair, Vice-Chair, and two Committee Members. The Committee Chair shall select his Vice-Chair and one Fellow Member from the General Membership. The other Fellow Member shall be selected by the Chair of the Board, and shall also come from the General Membership.

The 3 (three) Members (non Honors) positions shall be the Committee Secretary, and two Members. These Members shall be chosen from the General Membership and may not be a sitting Director on the Board. The Committee Chair shall select his Secretary and one Member. The Chair of the Board shall select the other Member.

Audit Committee: The same provisions as above shall apply; however, the Chair of the Board shall select the Committee Chair who shall not be a sitting member of the Board.

Terms: Terms for each position shall be for a period of 2 (two) years and shall run in term with the biannual Meeting of Members and Elections.

Reporting: Each Standing Committee shall Report to the Board of Directors.

Committee make-up and terms were constructed in such a manner as to provide for good business practices, foster broader Member participation, and to provide for the greatest transparency of the Society's activities to its General Membership. A full description of each Committee?s responsibilities and practices will be found in the Society's Policy Manual, and Procedures and Controls Manual.

Audit Committee: The Chair of the Board shall select and appoint the Chair of the Audit Committee. The Audit Committee shall oversee the implementation of and make sure that appropriate accounting procedures and controls have been put into place, and that proper stewardship is maintained over the Society's assets and that its reputation is maintained by way of fiscal transparency by the accurate providing of reports as discussed in Article III Section 1 and elsewhere in these Bylaws. The Chair of the Audit Committee shall make a report to the General Membership at each Annual Meeting of the Members.

Finance Committee: The Treasurer is the Chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, the Annual Budget with the input from Staff and Board Members. The Board must approve the budget, and subsequently any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The reports as depicted in Article IV Section 7 of these Bylaws shall also be prepared or be caused to be prepared where and when appropriate. The financial records of the organization are private to the Society and shall not be disseminated to any other parties; however, shall be made available to Board Members and other Members of the Society as per these Bylaws allow.

Nomination Committee: The 1st Vice President is the Chair of the Nomination Committee. The Nomination Committee is responsible for presenting a slate of candidates to the Board and General Membership, as described in Article IV Section 5 of these Bylaws. The Nomination Committee shall take into account other names that might be submitted to it, in addition to those that it shall consider on its own initiative; however, no member of the Committee shall discuss or disseminate outside of Committee why anyone Member was selected for nomination instead of another.

Membership Committee: The 2 (two) year term Fellow Board Director is the Chair of the Membership Committee. The Membership Committee is responsible for surveying current Members of their interests and concerns relative to their Membership in the Society. The Membership Committee shall develop, execute and employ new membership strategies to enhance the Society's offerings for both current Members and prospective Members. The Membership Committee shall encourage Membership participation in all of the Society's programs and activities. The Membership Committee shall work with other such Committees as deemed appropriate.

Strategic Planning Committee: The 2nd Vice President is the chair of the Strategic Planning Committee. The Strategic Planning Committee is responsible for fully understanding the Society's Mission, Purpose, Vision, and Culture, and is tasked to devise Strategic Plans and Tactical Plans that reflect those desires and goals of the Society and establish a path(s) as to how it will get there, and ways to measure that progress. Although the Committee will primarily work from a goals-based format, it should also take into consideration issues-based, and organic planning considerations. The Strategic Planning Committee shall work with other such Committees as deemed appropriate.

Purposes Committee: One of the 6 (six) year term Fellow Board Director's will be the Chair of the Purposes Committee. The Purposes Committee is responsible for reflective practices in determining if the Society is fulfilling its Mission, Purpose, Vision and appropriately taking into account its diverse Membership in accordance with those practices, Article 1 Section 2 of these Bylaws. The Purposes Committee, in addition to reporting on those issues, is tasked with envisioning new and better ways in which the Society might better foster, espouse, promulgate, and impact civic betterment and social improvement for the greater community at-large. The Purposes Committee shall work with other such Committees as deemed appropriate.

Communications/Technology Committee: One of the 6 (six) year term Fellow Board Director?s will be the Chair of the Communications/Technology Committee. The Communications Committee is responsible for developing a program of activities that will keep the Members and the outside public aware of the activities of the Society. The Committee shall also develop programs and make suggestions to the Board relative to technologies that the Society might employ to better inform, interact, and communicate with its Members and the public. The Committee shall develop programs and make suggestions to the Board relative to the Society's Website/Forum and any other communication media or technological enhancements that will further the Society's communication with its Membership and the public. The Communications/Technology Committee shall work with other such Committees as deemed appropriate.

Editorial Committee: One of the 6 (six) year term Fellow Board Director's will be the Chair of the Editorial Committee. The purpose of the Editorial Committee shall be to consider editorial policy relative to the Society's quarterly publication, other such publications that the Society may produce, and any subsequent electronic media including published content on the internet. The Committee is to consider and make suggests to the Board relative to all those issues associated with publication. The Editorial Committee shall work with other such Committees as deemed appropriate.

ARTICLE VI STAFF

The Board, at its sole discretion, shall determine the stipend or compensation that shall be paid to each staff member; always keeping in mind the needs of the Society, while continually weighing and balancing good business practice and fiscal responsibility. Staff shall directly or indirectly report to the Board in accordance with these Bylaws and subsequent policies contained in the Policies Manual, and Procedures & Controls Manual. Full job descriptions shall be contained in the appropriate aforementioned Manuals.

Section 1 Executive Director

The Executive Director shall be appointed and/or hired by the Board. Article IV of these Bylaws further explain the Executive Directors responsibilities and dual capacities as Executive Secretary and Chief Administrative Officer.

Section 2 ?Managing Editor

The Managing Editor shall be appointed and/or hired by the Board. Article IV of these Bylaws further explain the Managing Editors responsibilities and dual capacities as Editor-in-Chief and Chief Publishing Officer.

Section 3 Business Manager

The Business Manager shall be appointed and/or hired by the Executive Director on behalf of the Board. The Business Manager shall be responsible for the day to day business operations of the Society. He shall report to the Executive Director and shall appear and report to the Board whenever so requested.

Section 2 Webmaster

The Webmaster shall be appointed and/or hired by the Executive Director on behalf of the Board. The Webmaster shall be responsible for implementing the ongoing development of the Society's website, performing day-to-day site maintenance, implementing the Society?s standards for design, and performing quality-control. In addition, he shall develop other such strategies to further the Society's presence on the world wide web, and stay at the forefront of innovative technologies that can be incorporated into and work in conjunction with the Society's website. He shall report to the Executive Director and shall appear and report to the Board whenever so requested.

Section 2 Librarian/Curator

The Librarian/Curator shall be appointed and/or hired by the Executive Director on behalf of the Board. The Librarian shall maintain all back issues of the Society's quarterly publication, in addition to all other subsequent publications. Furthermore, the Librarian shall also act in the capacity of Archivist and Curator and be charged with keeping not only print copies of the Society's publications, but all types of media, including virtual libraries, such as CD-ROMs, or storage of materials on the Society's Website, and any other materials that the Society produces, or articles of any nature written about the Society. The Librarian shall be responsible for developing a compilation of educational, historical and philosophical resources for the Society. The Librarian shall assist in moving the Society forward in all relative areas of modern Library Sciences that are applicable to the Society's function, operation, and purpose. He shall report to the Executive Director and shall appear and report to the Board whenever so requested.

ARTICLE VII AMENDMENTS

Section 1 Amendments

These Bylaws of this Society may be amended when necessary, by two-thirds affirmative vote of the Board of Directors. Article IV Section 6 applies. Proposed amendments must be submitted to the Executive Secretary at a minimum of two weeks prior to a Board Meeting and sent out with the regular Board announcements.

CERTIFICATION

These bylaws were approved by the Board of Directors.


Ronald D. Martin
Executive Secretary

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