Bylaws of the Association for the Study of Esotericism
Adopted 2 May, 2002; revised 10 June 2002; revised 23 July 2008
I. Name and Duration
III. Registered Office
IV. Membership, Dues
VI. Duties of Officers
VII. Meetings of ASE
VIII. Board of Directors
IX. Duties of Board
X. Committees, Activities
XII. Limitations of Activities
XIV. Parliamentary Authority
Article I. Name and Duration
The name of the organization shall be the Association for the Study of Esotericism, Inc.
Article II. Purpose
The purpose of the corporation shall be to encourage scholarship and research, to stimulate effective instruction, to promote publication in the field, and to encourage, develop and support the non-sectarian, scholarly study of esotericism in higher education.
Article III. Registered Office
The registered office of this corporation shall be located wherever the corporation may determine.
Article IV. Membership and Dues
Persons qualified by being engaged in or having expressed interest in research and/or instruction in the study of esotericism may be admitted to membership in the Association upon application and payment of appropriate dues to be recorded by the Association’s Secretary. The Secretary shall make an annual report of the membership to the Board of Directors.
The Board of Directors shall establish categories of membership and define the qualifications and method of acceptance of members in each category.
Each member of the Association shall pay annual dues in an amount that the Board of Directors shall fix. The dues year shall be from January 1 until December 31 annually. Failure to pay dues by June 1 in any year will result in inactivation of membership, and ineligibility to vote in elections or participate in national programs forthe remainder of the year. Subsequent payment of dues in the calendar year will serve to reinstate a member and to entitle one to participate and receive services from that time for the remainder of the dues year. Failure to pay by year’s end will result in termination of membership. The dues are subject to change and shall be determined by the Board of Directors. The membership shall be notified six months prior to any dues increase taking effect.
Currently paid membership shall be a condition for voting in any business meeting of the corporation or for holding office at any level.
Membership may be terminated voluntarily by resignation or non-payment of dues.
Article V. Officers
The officers of the Association shall be President, Vice-President, Secretary, and Treasurer as provided for by ARTICLE VIII below. These officers shall perform the duties prescribed by these bylaws and by the parliamentary rules and authority adopted by the Association.
A slate of officers and any replacement Board members shall be chosen by a two-thirds majority of the existing Board and officers. The slate of officers, established by an Ad Hoc Nominating Committee selected by the Board of Directors, shall be sent to the membership 30 days prior to the election for discussion. At the end of the 30 day period a final slate shall be sent to all current members for approval by electronic ballot. The current officers shall serve until their successors take office. Their term of office, except as otherwise specified in these ARTICLES, shall be for two years and shall begin at the close ofthe annual business meeting at which their election is reported. The Secretary shall distribute the ballot and compile and report election results to the membership.
Article VI. Duties of Officers
The President shall be elected for a term of two years. She or he shall preside over all meetings of the Association, the Board of Directors, and the Executive Committee of the Board of Directors and shall perform such other duties as required by these bylaws or delegated by the Association.
The Vice-President shall be elected for a term of two years and shall serve on the Program Committee, ex officio.
The Secretary shall be elected for a two-year term. The Secretary shall be responsible for recording and maintaining official records of the proceedings of the Association.
The Treasurer shall be elected to serve for a term of two years. The Treasurer shall propose an annual budget to be acted upon by the Board of Directors. The Treasurer shall receive and disburse funds in accordance with policies and budget approved each year by the Board, or under certain circumstances its Executive Committee. Further, the Treasurer shall invest available funds. The Treasurer shall present a financial report to the annual Business Meeting. The Treasurer shall administer and maintain the Association’s central office to conduct its business and to serve the needs of the Association, which shall include furnishing an annual list to the Board of Directors of all committees with terms, charges, and referrals from the Board specified.
The term of all offices shall begin upon the membership approval of the slate of officers, and shall conclude upon the election of a new slate of officers.
In the nominating and electing of officers of the Association there shall be no discrimination on account of gender, race, color, national origin, sexual orientation, religion, ideology, political affiliation, age, physical disability, or marital status.
Officers of the Association vacated by death, incapacitation (certified by a two-thirds vote of the Board of Directors in a mail ballot), resignation or succession shall be filled as follows:
A. The Vice-President shall succeed to the office of President;
B. The office of Vice-President shall remain vacant until the next regular election;
C. The Secretary or the Treasurer shall be replaced in the same manner as members of the Board of Directors, as provided in Article VIII, Section 4;
D. Succession to office for the remainder of a term shall not prejudice an officer’s eligibility to be a candidate for that office at the next election.
Article VII. Meetings of the Association
A meeting of the organization shall be held at each International conference sponsored by the Association at a time and place subject to approval by the Board of Directors and in accordance with policies established by the Association. Such a meeting, and elections, may be conducted electronically, with the prior consent and assistance of the Board of Directors.
The business meeting, held in conjunction with the International conference, shall be for the purposes of receiving the results of the election of officers, as specified in ARTICLE VIII, receiving reports of officers and committees and for any other business that properly shall arise. The agenda for the business meeting shall be proposed by the President and published prior to the meeting. Proposals to add items to the agenda that will require action by those attending the meeting shall be submitted to the President at least twenty-four (24) hours prior to the scheduled time of the meeting. Further, such proposals with wording that states the substance of any motion to be offered, shall be posted in a conspicuous place noticeable by the general membership. Such motions shall ordinarily be phrased as recommendations to the appropriate body of the Association. Resolutions shall be phrased as expressions of those present and voting at the business meeting.
Special meetings of the Association may be called by the President or a majority of the Board of Directors. The time, place and purpose of the meeting shall be announced to the members at least thirty (30) days in advance. Only the business indicated in the call for the meeting shall be transacted.
Twenty-five (25) current members of the Association shall constitute a quorum for business meetings of the Association.
Article VIII. Board of Directors
The Board of Directors shall be constituted as specified below:
A. The officers specified in ARTICLE V: President, Vice-President, Secretary, Treasurer.
B. The editor of Esoterica, of a successor journal, or of the biannual book series.
C. A graduate student member of the Association with a two-year term elected at the time of the regular ballot.
D. At least two (but not to exceed four) additional directors, appointed by the executive officers for a two-year term at the regular business meeting, chosen to represent a diversity of regional or scholarly interests different from those of the executive officers. These may include:
1. Regional representatives, appointed by the Board of Directors for a two-year term at the regular business meeting, chosen to represent the Eastern, Central, and Western regions of North America, in general not to exceed two members at any given time.
2. An international representative (not a resident of North America, ideally a member of ESSWE) appointed by the Board of Directors for a two-year term at the regular business meeting.
E. A Conference Director appointed by the Board of Directors at the regular business meeting. She or he will be responsible, with the assistance of the Board of Directors and the representatives, for coordinating the arrangements for the next conference.
F. The Conference Director will provide, in consultation with the Treasurer, a report to the Board of Directors on all ASE Conference income, expenses, and undischarged financial obligations. The report also shall be available to any member who requests access to it.
A Conference Committee shall be established for the purpose of organizing regional, national, and international conferences. The Conference Committee shall consist of the Conference Director, Board of Directors and others appointed by the Board of Directors, not to exceed a total of twelve members.
The Board of Directors may establish an ad hoc committee or committees for special projects, as well as executive and administrative positions and appoint or delegate appointment of persons thereto. Any person so named to executive or administrative positions shall meet with the Board of Directors, ex officio but without vote.
In the event of a vacancy on the Board of Directors by reason of death, resignation accepted by the Board, or otherwise, such vacancy shall be filled by presidential nomination and two-thirds majority vote of the Directors. Directors chosen by this procedure shall serve until the next regular elections.
Article IX. Meetings and Duties of Directors
The Board of Directors shall regularly meet at the time of the Association’s international conference, and at any other times it determines to be in the Association’s interests.
Special meetings of the Board may be called by the President or by written request of at least five members of the Board. Except in emergencies, at least thirty (30) days notice shall be given.
At meetings of the Board of Directors fixed under the provisions of these bylaws, seven members shall constitute a quorum for the transaction of business. In the event that a physical meeting is impossible, business may be conducted via email or other electronic means.
The duties of the Board of Directors include:
A. Elect any replacement Director(s) as shall be required by these bylaws;
B. Fix time and place for regular meetings of the Board of Directors prior to the next annual meeting of the Association;
C. Receive and act upon reports from officers and committees as required;
D. Determine the number of and formulate charges to any Ad Hoc or new Standing Committees and indicate means for members of such committees to be appointed;
E. Review the financial position of the Association and authorize the review or audit of the financial records of the corporation;
F. Fix the annual budget for the Association, allocate funds for its operations, and set membership and subscription dues.
In the intervals between meetings, the Board of Directors may act by the written agreement of at least two-thirds of its members.
Article X. Committees and Activities
The Board of Directors shall establish and review such standing committees as are deemed necessary to manage the activities of the Association. The Board shall determine in each case the authority delegated to each committee. The size and responsibilities of committees shall be fixed and reviewedperiodically by the Board of Directors.
Ad Hoc Committees as deemed necessary shall be authorized by the Board of Directors. The President shall appoint members to such committees, subject to Board approval.
The activities of the Association shall be guided by its purposes and evaluated in terms of those purposes. In considering the creation of new committees and in evaluating the continuation of extant committees, effective promotion of the purposes of the Association shall be a decisive criterion.
In addition to responding to the charges and exercising the delegated authority from the Board to Standing and Ad Hoc Committees, each committee shall initiate proposals and recommendations to the Board of Directors to further the achievement of the purposes of the ASE. Each committee shall maintain a record of its meetings, actions and recommendations; the chairperson of each committee shall annually report its activities to the Board and file committee meeting minutes with the Secretary.
Article XI. Affiliations
Upon authorization of the Board of Directors, the Association may affiliate or cooperate with and participate in other organizations concerned with the study of religion and other related subjects.
Members in good standing of the European Society for the Study of Western Esotericism (ESSWE) are entitled to a 15% reduced conference fee. [Approved 5/31/08]
The Association may authorize other organizations with common purposes to contribute to the programming of the ASE as Affiliated Societies. Less formal connections may be expressed through association with Related Scholarly Organizations. Both categories of relationship shall require approval by the ASE Board of Directors.
Article XII. Limitations of Activities
Notwithstanding any other provision of these bylaws, the Association shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and the Regulations thereunder, or by an organization contributions to which are deductible under Section 170(a)(2) of such Code and the Regulations thereunder, or by an organization qualifying under Section 509(a)(2) of the Internal Revenue Code and the Regulations thereunder.
Where reference is made herein to a provision of the Internal Revenue Code it is intended to mean the Internal Revenue Code of 1954 as it presently exists or as it may be amended in the future, and any successor provision under any United States taxing statute.
Article XIII. Seal
The seal of the organization shall be a disk inscribed with the following words:
Association for the Study of Esotericism
In lieu of a cut or metal disk, the officers of the organization may affix the seal of the organization by inscribing the words aforesaid within a drawn or printed circle.
Article XIV. Parliamentary Authority
The Association will determine its parliamentary procedures as approved by the Board of Directors. The rules contained in the current edition of Robert’s Rules of Order Newly Revised are recommended to govern the Association at those meetings to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
Article XV. Amendments
Amendments to existing bylaws are to be offered by a quorum of the Board of Directors, or by members at the Association at the international conference business meeting in consultation with a quorum of Board members. Bylaws revisions then are to be approved by a two-thirds vote of the members present at a regularly constituted meeting, electronically, or at a special meeting called for the purpose of making bylaws revisions.
Notice of the wording of proposed bylaws revisions shall be distributed to all members of the Association at least thirty days (30) before the meeting at which they are to be considered.
In order for an amendment to be adopted, the required two-thirds majority favoring it must include at least twenty (20) members.