Bylaws of the Association for the Study of Esotericism
Adopted 2 May, 2002; revised 10 June, 2002.
I. Name and Duration
II. Purpose
III. Registered Office
IV. Membership, Dues
V. Officers
VI. Duties of Officers
VII. Meetings of ASE
VIII. Board of Directors
IX. Duties of Board
X. Committees, Activities
XI. Affiliations
XII. Limitations of Activities
XIII.Seal
XIV. Parliamentary Authority
XV. Amendments
Article I. Name and Duration
Section 1.
The name of the organization shall be the Association for the Study of Esotericism.
Article II. Purpose
Section 1.
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 scholarly study of esotericism at all levels of education.
Article III. Registered Office
Section 1.
The registered office of this corporation shall be located wherever the corporation may determine.
Article IV. Membership and Dues
Section 1.
Persons qualified by being engaged in or having expressed interest in research and/or instruction in the study of esotericism may be admitted to full membership in the Association upon application and payment of appropriate dues to the Membership Services Secretary. The Secretary shall make an annual report of the membership to the Board of Directors.
Section 2.
The Board of Directors shall establish categories of membership and define the qualifications and method of acceptance of members in each category.
Section 3.
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 May 1 in any year will result in inactivation of membership, and ineligibility to vote in elections or participate in national programs for the 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.
Section 4.
Currently paid membership shall be a condition for voting in any business meeting of the corporation or for holding office at any level.
Section 5.
Membership may be terminated voluntarily by resignation or non-payment of dues.
Article V. Officers
Section 1.
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.
Section 2.
The officers shall be elected by mail ballot distributed to all current members and they shall serve until their successors take office. Their term of office, except as otherwise specified in these ARTICLES, shall be for one year and shall begin at the close of the annual business meeting at which their election is reported. The Executive Director shall distribute the ballot and compile and report election results to the membership.
Article VI. Duties of Officers
Section 1.
The President shall be elected for a term of one year. 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 or its governing bod--
Section 2.
The Vice-President shall be elected for a term of one year and shall serve on the Program Committee, ex officio.
Section 3.
The Secretary shall be elected for a three-year term and shall be eligible to be re-elected for one additional three-year term.
The Secretary shall be responsible for recording and maintaining official records of the proceedings of the Association. The Secretary shall serve on the Program Committee, ex officio.
Section 4.
The Treasurer, who concurrently serves by appointment of the Board of Directors as Executive Director, shall be elected to serve for a term of five 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/Executive Director 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.
Section 5.
The term of all offices shall begin at the conclusion of the annual business meeting of the Association at which their election is announced and shall conclude at the annual business meeting at which their successors' election is announced. The only exception shall be the term of the Treasurer which shall begin on the first day of the next fiscal year following election and shall conclude on the final day of the fiscal year in which a successor's election has occurred.
Section 6.
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.
Section 7.
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 VII, Section 3;
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
Section 1.
An annual meeting of the organization shall be held in each calendar year 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.
Section 2
The annual business meeting 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 annual 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 annual business meeting.
Section 3.
Special meetings of the Association may be called by the President or the Executive Committee 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.
Section 4.
Twelve (12) current members of the Association shall constitute a quorum for business meetings of the Association.
Article VIII. Board of Directors
Section 1.
The Board of Directors shall be constituted as specified below:
A. The officers specified in ARTICLE V: President,- Vice-President, Secretary, Treasurer.
B. One Associate Director who shall be the immediate past president and who shall serve a one-year term.
C. Regionally elected Directors in numbers equal to the number of regions. The director elected by a region shall
be the secretary of the electing region and shall serve for a three-year term or until a successor is elected.
D. The Chairperson of each Standing Committee established by the Board of Directors.
E. The Editor of *Esoterica* or successor journal.
F. A student member of the Association with a two-year term elected at the time of the regular mail ballot. There shall be at least two nominees of the student member to the Board of Directors.
Section 2.
The Board of Directors may establish executive and administrative positions and appoint or delegate appointment of persons thereto. Any person so named shall meet with the Board of Directors and Executive Committee, ex officio but without vote.
Section 3.
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
Section 1.
The Board of Directors shall regularly meet at the time of the Association's Annual Meeting and at any other times it determines to be in the Association's interests.
Section 2.
Special meetings of the Board or its Executive Committee may be called by the President, the Executive Committee of the Board or by written request of at least five members of the Board. Except in emergencies, at least thirty (30) days notice shall be given.
Section 3.
At the annual and all other meetings of the Board of Directors fixed under the provisions of these bylaws, seven members shall constitute a quorum for the transaction of business.
Section 4.
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.
Section 5.
In the intervals between meetings, the Executive Committee of the Board of Directors may act by the written agreement of at least two-thirds of its members filed with the Executive Director. Any action approved by such written agreement shall be as binding as those adopted at a regular or special meeting, provided only that notification of such written agreement be sent by the Executive Committee to all members of the Board of Directors as soon as practicable, and provided that no less than ten (10) days shall elapse after such notices are sent before any action based upon the written agreement is taken. The Executive Committee shall provide a detailed report of its actions to the next regular Board meeting. The Board shall review all actions taken on its behalf by the Executive Committee and shall take any actions it deems appropriate.
Section 6.
At all meetings of the Board of Directors six (6) members of the Board shall constitute a quorum for the transaction of
business.
Article X. Committees and Activities
Section 1.
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 its Executive Committee shall be fixed and reviewed periodically by the Board of Directors, but its size may not exceed forty percent (40%) of the Board. In consultation with the Executive Director the President shall appoint
members of committees and report them to the Board. Terms on Standing Committees shall be for three years.
Section 2.
Ad Hoc Committees as deemed necessary shall be authorized by the Board of Directors, its Executive Committee or the Executive Director. The President shall appoint members to such committees.
Section 3.
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.
Section 4.
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 central office.
Article XI. Affiliations
Section 1.
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.
Section 3.
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
Section 1.
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.
Section 2.
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
Section 1.
The seal of the organization shall be a disk inscribed with the following words:
Association for the Study of Esotericism
2002
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
Section 1.
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases 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
Section 1.
These bylaws may be amended by a two-thirds vote of the members present at a regularly constituted annual meeting or at a special meeting called for the purpose of making bylaws revisions.
Section 2.
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.
Section 3.
In order for an amendment to be adopted, the required two-thirds majority favoring it must include not fewer than ten (10) members.
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