Bylaws of the Society for Hindu-Christian Studies

 

Articles

I. Membership
II. Membership Meetings
III. Board of Directors
IV. Officers
V. Duties of Committees & other Groups
VI. Fiscal Year & Deposits
VII. Execution of Instruments
VIII. Books & Records
IX. Amendments

 

ARTICLE I
Membership

Section 1. Classes of Membership. There shall be three (3) classes of membership: regular members, associate members, and supporting members. Regular members shall comprise those who are current with their dues payments. Dues payments should be considered current if they have not lapsed for more than one annual dues period.

Section 2. Associate Members. Associate members shall consist of persons or groups who shall not pay membership dues but with whom the society decides it wishes to be affiliated in order to fulfill its purposes, and so determines by majority vote at a regular meeting or through an e-mail ballot sent to all members. Such associate members may include, for example, academic and religious leaders for whom dues would be a burden, or certain cognate groups for whom the payment of dues is not possible, or for whom the Society deems the payment of dues would be inappropriate.

Section 3. Supporting Members. Individuals or organizations who offer special financial support beyond the regular membership dues shall be called supporting members.

Section 4. Privileges of Membership. All regular members, associate members, and supporting members may attend any meeting of the membership including the annual meeting, and have privilege of voice thereat, and annually shall receive copies of any newsletters or announcements produced for the membership as a whole.

Section 5. Duration & Termination. A member may terminate membership at any time by giving notice of such action to the secretary in writing. Associate membership shall be perpetual until either the member or the Board of Directors (through a majority vote) initiates termination. Supporting and regular memberships are from year to year, and are renewable, and shall continue until no membership dues have been received for two consecutive years. The annual dues amount shall be determined by the Board of Directors by a majority vote. The method/s of payment shall be determined by the treasurer.

Section 6. Membership Requirements. Membership in the society is available only to scholars with terminal degrees in related academic disciplines (e.g., religious studies, theology, South Asia area studies) researching and/or teaching in the field of Hindu-Christian studies, or students enrolled in graduate programs in relevant disciplines. Other individuals, such as clergy or pandits with scholarly training, may be permitted to become members at the discretion of the society's board.

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ARTICLE II
Membership Meetings

Section 1. Annual Meeting. The annual meeting of the membership for the election of directors and for the transaction of such other business within the powers of the corporation as may properly come before the meeting, without special notice of such business, except as limited by law or these bylaws, shall be held each year at such time and place as the Board of Directors shall determine. If the annual meeting of the membership be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these bylaws, or by an e-mail ballot sent to all current members.

Section 2. Special Meetings. Special meetings of the membership, for any purpose or purposes, unless otherwise provided by statute, may be called by the president, or in his absence by the vice-president, or by a majority of the Board of Directors, and shall be called at any time by the president or any vice-president or the secretary or the treasurer upon receipt of a written petition bearing the signatures of ten (10) members. The business transacted at all special meetings shall be confined to the objects stated in the call.

Section 3. Notice of Meeting. Written notice stating the time and place of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days before the date of the meeting, by e-mail, to each member of record. Such notice shall be deemed to be delivered when sent to all members at the e-mail addresses they have provided to the secretary of the society. It is the responsibility of members to keep the secretary informed of changes to their personal e-mail addresses. Upon notice being given in accordance with the provisions hereof, the failure of any member to receive actual notice of any meeting shall not in any way invalidate the meeting or proceedings thereat.

Section 4. Waiver of Notice. Any member of the corporation may waive notice of any meeting, whether prior to, or at, or after the meeting, with the same effect as though notice of the meeting had been given to him or her, and such waiver shall be deemed equivalent to a notice required to be given to him or her.

Section 5. Quorum. Five (5) per cent of the members of the society, or ten (10) current members (whichever number is higher) shall constitute a quorum for the transaction of any business at a meeting of the members.

Section 6. Voting. At any meeting of the membership, every member shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such member and filed with the secretary. Members shall also be entitled to vote by e-mail, if the society holds a vote by e-mail. In either case, each member shall have one vote.

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ARTICLE III
Board of Directors

Section 1. Number and Term. A Board of Directors shall consist of eight (8) at-large members, the officers of the society, the webmaster, and chairpersons of standing committees (e.g., the book prize committee). At-large members shall be elected at the annual meeting of the membership by a plurality vote taken by secret ballot (or by an e-mail vote solicited from members of the society if a quorum cannot be achieved at the business meeting). Term of service shall be four (4) years, with two new members elected each year as the staggered terms of board members expire. All persons so elected shall hold office until their successors are elected and qualify. At-large members must be furloughed at least one year between terms. Members who are officers of the corporation and chairpersons of standing committees shall serve as directors for terms that coincide with their terms as officers of the corporation and chairpersons of standing committees as stipulated under Articles IV and V of these bylaws. The election of directors, shall be by a plurality vote taken by secret ballot at the business meeting of a regular annual meeting (or by an e-mail vote solicited from members if a quorum cannot be achieved at the business meeting). The Board of Directors, in its make-up should reflect the diversity of the membership, balancing as much as possible Hindu and Christian, male and female, and other kinds of diversity.

Section 2. Powers of the Board of Directors. In addition to the powers and authorities by these bylaws and the articles of association conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not prohibited by statute or by the articles of association or directed or required by these bylaws to be exercised or done by the full membership.

Section 3. Removal of Directors. Any director may be removed from office at any time and another person may, unless otherwise provided, be elected in his or her place to serve for the remainder of his or her term by the affirmative vote of a majority of the members at any special meeting of members of the society called for that purpose, or through an e-mail ballot. In case any vacancy so created shall not be filled by the membership at such meeting, such vacancy may, unless otherwise provided, be filled by the directors as provided in Section 4 of this Article III.

Section 4. Vacancies. Except as provided in Section 3 of this Article III, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority vote of the remaining directors attending a stated or special meeting called for that purpose (or through an e-mail ballot). A director thus elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until his or her successor is elected. In case of a temporary vacancy due to sickness or disability of any director, the remaining directors, whether constituting a majority or a minority of the whole board, may appoint some person as a substitute director who shall be a director during such absence or disability and until such director returns to duty. The determination by the Board of Directors, as shown on the minutes, of the fact of such absence or disability and the duration thereof shall be conclusive as to all persons and the corporation.

Section 5. Meetings / Notice. The Board of Directors shall hold meetings at the call of the president or any two (2) officers as often as the business of the corporation may require. The secretary shall give notice to each director of each meeting of the Board of Directors by mailing, e-mailing, or otherwise delivering the same, at least five (5) days before the meeting unless otherwise prescribed by the board. The failure by the secretary to give such notice or by any director to receive such notice shall not invalidate the proceedings of any meeting at which all members shall be present, or where such notice shall be duly waived by all absentees, either before or after the holdings of such meeting, provided a quorum of directors is present. The first meeting of each newly elected board shall be held at the place of each annual meeting of the membership immediately following such meeting, or at such place and time as shall be determined by the directors.

Section 6. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall be necessary at all meetings to constitute a quorum for the transaction of business by the Board of Directors, but less than a quorum may adjourn any meeting, which may be reconvened on a subsequent date without further notice, provided a quorum be present at such deferred meeting. Officers may also at any time initiate business via e-mail, and votes taken thereby shall be considered valid if a majority of the directors have voted by the stipulated due date for submitting votes. At all meetings of the Board of Directors, and in all e-mail votes, each director shall be entitled to one vote and a majority of votes shall carry the issue, unless otherwise stipulated by these bylaws.

Section 7. Standing Committees and Task Forces. Standing committees and task forces invested with such powers as the board may see fit and subject to such conditions as may be prescribed by the Board may be appointed by the Board of Directors from time to time. All committees and task forces so appointed shall keep regular minutes and transactions of their meetings, shall cause them to be recorded in books kept for that purpose in the office of the corporation, and shall report the same to the Board of Directors at its next meeting.

Section 8. Executive Committee. An executive committee consisting of the president, vice-president, past-president, secretary, treasurer, and editor/s of the Journal of Hindu-Christian Studies shall have such powers of the Board of Directors in the management of the business and affairs of the corporation except where these bylaws stipulate otherwise.

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ARTICLE IV
Officers

Section 1. Appointment and Removal of Officers. The officers of the corporation shall be a president, vice-president, past-president, secretary, treasurer, and the editor/s of the Journal of Hindu-Christian Studies. Officers shall be appointed by the Board of Directors and ratified by the membership at the annual meeting, to terms described in the following sections of this Article IV. They shall hold office until their successors are appointed. One person may hold two (2) offices at the same time, except that the same person shall not hold the offices of president and secretary at the same time. No person may hold more than two (2) offices at the same time.

Section 2. The President. The president shall preside at all meetings of members and at all meetings of the Board of directors. He or she shall have general supervision of the affairs and business of the corporation, shall make reports to the Board of Directors and members, and perform all such other duties as are incident to the president's office and are properly required by the Board of Directors. The president shall serve a term of two years.

Section 3. The Vice President. The vice president shall perform all the duties and exercise all the powers and rights of the president provided by these bylaws or otherwise during the absence or disability of the president, or whenever the office is vacant, and shall perform all other duties assigned from time to time by the Board of Directors and the president. The vice-president shall serve as program chair for the annual meeting, and shall form an ad hoc program committee to help with this task as he or she sees fit. The vice-president shall serve for a two (2) year term after which time he or she shall become president.

Section 4. The Past President. The past president shall serve as a member of the executive committee for a term of two (2) years following her or his term as president

Section 5. The Treasurer.The treasurer shall have the custody of all moneys and securities of the corporation and shall keep regular books of account. He or she shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required by the Board an account of all transactions as treasurer and of the financial condition of the corporation. He or she shall perform all duties incident to the office or that are properly required of the treasurer by the Board of Directors, including from time to time or as directed by the Board membership promotions to maintain and develop the society's membership rolls, and/or working with agencies charged by the corporation with such functions. The treasurer shall be appointed to a four (4) year term. The treasurer may serve unlimited consecutive terms. Ordinarily, the treasurer shall also serve as the editor (or one of the editors) of the Journal of Hindu-Christian Studies.

Section 6. The Secretary. The secretary shall issue notices for all meetings of the membership and the Board of Directors, shall keep minutes of all meetings, shall have charge of the corporate books with the treasurer, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the secretary by the Board of directors, The secretary shall keep record, along with the treasurer, of the members of the corporation and/or act as liaison with agencies charged with such functions on behalf of the corporation, showing their places of residence, and the time when they became members of the corporation. The secretary shall also maintain accurate information about the terms of elected members of the board of directors, shall notify the other members of the board about impending vacancies, and shall initiate nominating processes well in advance of elections to fill vacancies. The secretary shall serve a term of four (4) years. The secretary may serve unlimited consecutive terms.

Section 7. The Journal of Hindu-Christian Studies (JHCS) Editor or Co-Editors. The JHCS editor(s) shall oversee the publication of a journal devoted to presentation of articles, book reviews, essays and news items on Hinduism and Christianity and their interrelationship based upon historical materials and contemporary experience. The editor(s) terms shall be four (4) years, and shall be renewed automatically until they or the Board of Directors (through a plurality vote) initiate termination. Ordinarily, the editor of the Journal of Hindu-Christian Studies shall also serve as treasurer of the society.

Section 8. The Webmaster. The webmaster shall oversee the construction and maintenance of a web site for the corporation. The webmaster’s term shall be four (4) years, and shall be renewed automatically until he or she, or the Board of Directors (through a plurality vote) initiates termination.

Section 9. Vacancy, Absence or Disability. Vacancies in any office arising from any cause may be filled by the directors at any special meeting. In the case of absence or disability to act of any officer of the corporation and of any person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or whom it may select.

Section 10. Appointment of Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

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ARTICLE V
Duties of Committees and Other Groups

Section 1. Membership. The secretary and the treasurer shall have full responsibility for the maintenance of current membership information.

Section 2. Nomination Committee. In preparation for any election, officers of the society may decide to appoint a nomination committee charged with developing a slate of candidates for open positions on the Board of Directors. Officers may also decide to take responsibility for this process themselves on an ad hoc basis.

Section 3. Book Awards Committee. At regular intervals (e.g., every two, three, or four years), the Board of Directors shall award a "Best Book in Hindu-Christian Studies" prize, or series of prizes. The Book Awards Committee and the Book Awards Committee Chair shall be appointed by the Board of Directors, who shall also determine the procedure to be followed in selecting the winner, as well as how frequently the prize shall be given.

Section 4. Additional Committees, Task Forces, and Boards. There shall be such additional committees, task forces, and boards as the Board of Directors shall determine from time to time.

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ARTICLE VI
Fiscal Year and Deposits

Section 1. Fiscal Year. The fiscal year of the corporation shall be the calendar year unless otherwise determined by resolution of the Board of Directors.

Section 2. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

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ARTICLE VII
Execution of Instruments

Section 1. Proper Persons. Except as otherwise provided in these By-laws or by law, all written instruments of the corporation, including checks, drafts, notes, bonds, acceptances, deeds, leases and contracts shall be signed by such person or persons as may be designated by resolution by the Board of Directors, and in the absence of any such resolution, then such instruments shall be signed by the president or vice-president and by the secretary or treasurer.

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ARTICLE VIII
Books and Records

Section 1. Books, Accounts, and Records. The books, accounts, and records of the corporation, except as may be otherwise required by law, may be kept at such place or places as the Board of Directors may from time to time designate. The Board of Directors shall determine whether and to what extent the accounts and books of the corporation, or any of them other than the membership book, shall be open to the inspection of the membership or their authorized representatives, and no member shall have any right to inspect any account or books or document of the corporation, except as conferred by law or by resolution of the membership or directors.

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ARTICLE IX
Amendments

Section 1. Amendments, Repeal or Adoption. These bylaws may be amended or repealed and new bylaws may be adopted, by the vote of a majority of the membership at a meeting duly called and held, the notice of which shall have stated that the purpose of the meeting is to consider the amendment or repeal of the bylaws or the adoption of new bylaws.

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CERTIFICATE

The undersigned petitioners of the SOCIETY FOR HINDU-CHRISTIAN STUDIES hereby certify that the foregoing Bylaws of said corporation were unanimously adopted at a Special Meeting held November 19, 1994 at 10:30 a.m. at Chicago, Illinois.

 

Posted on the Society for Hindu-Christian Studies web site October 15, 2000. Corrections posted November 17, 2004. Re-posted on the society's redesigned web site July 1, 2008.

The bylaws were revised in 2009, with amendments approved at the society's annual meeting in Montreal on November 7, 2009. These amendments were incorporated into this web version on September 19, 2010.