The Constitution & Bylaws of The Masonic Society
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
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
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
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:
2. First Vice-Chair
3. Second Vice-Chair
4. Executive Secretary
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
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
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
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
(*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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
These bylaws were approved by the Board of Directors.
Ronald D. Martin
For more information and how to join: http://www.themasonicsociety.com/
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