ARTICLES & BYLAWS
OF THE
INTERNATIONAL SHAW SOCIETY, Inc.
Following are the “Articles of Incorporation of the International Shaw Society”
(items I through IX) as approved by the State of
PART A:
ARTICLES OF INCORPORATION OF
THE
INTERNATIONAL SHAW SOCIETY, Inc.
ARTICLE I: NAME
The
name of the corporation shall be The International Shaw Society, Inc.,
hereafter referred to as “the ISS” or “the Society.”
ARTICLE II: PRINCIPAL OFFICE
The
principal place of business shall be that of the elected president of the
Society, or such other address as the ISS Council may from time to time
determine. The mailing address is R. F.
Dietrich, Acting President of the International Shaw Society,
ARTICLE III: PURPOSE
The ISS
shall exist to provide a means for those interested in the study of the life,
times, and career of Irish writer George Bernard Shaw to coordinate their
activities, exchange information and ideas, and promote an interest in Shaw
worldwide.
ARTICLE IV: STATUS
The ISS is a not-for-profit organization incorporated under the laws of
the state of
ARTICLE V: MEMBERSHIP: The ISS seeks a broad membership reflecting interest
in all aspects of Shaw’s life and work.
Membership shall be open to anyone upon payment of dues, which shall be
less for students than for others.
Membership categories and the amount of dues for each shall be
determined by the ISS Council. Members in good standing (with paid up dues)
shall receive all rights and privileges as determined by the ISS Council. Dues
shall be paid to the Membership Secretary for recording before being submitted
to the Treasurer for deposit. The membership year is from January 1 to December
31. The Membership Secretary shall send written notification in December to the
members when dues are due and shall send a second notification to those members
who have not renewed by March 1.
ARTICLE VI: GOVERNANCE
The
ISS shall be governed by the ISS Council, which may meet in toto but for ordinary business shall
divide into two committees: an Executive Committee of five officers elected by
the membership at large {President, Vice President, Treasurer, Recording
Secretary, and Membership Secretary} who will see to the day to day running of
the ISS, and an Advisory Committee consisting of the immediate past President
and fifteen members appointed by the President with majority approval of the
Executive Committee. Members of the Advisory Committee shall largely be senior
members who have distinguished themselves in some way in the study or practice or
appreciation of literature or drama or theater in general and Shaw in
particular. One cannot be a member of
the Executive Committee and the Advisory Committee at the same time. Terms of
office shall be 3 years in length and staggered so that only about one-third of
the Council shall be up for election or appointment (as the case may be) in any
given year. The President shall be responsible for convening the ISS as a
whole, the ISS Council, and any ISS committees, and shall set the agenda and
preside over all meetings, voting when necessary to break ties and reporting
all results of meetings to the membership at large.
ARTICLE VII: RESPONSIBILITIES OF THE CORPORATION
No part
of the net earnings of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons,
except that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth in Articles Three and Four hereof. No
substantial part of the activities of the corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate in, or intervene in (including the publishing
or distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office. Notwithstanding any other
provision of these articles, the corporation shall not carry on any other
activities not permitted to be carried on (a) by a corporation exempt from
federal income tax under section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or (b) by a corporation,
contributions to which are deductible under section 170(c)(2) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE VIII: DISSOLUTION
Upon
the dissolution of the corporation, assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code, or shall be
distributed to the federal government, or to a state or local government, for a
public purpose. Any such assets not so disposed of shall be disposed of by a
Court of Competent Jurisdiction of the county in which the principal office of
the corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.
ARTICLE IX: FOUNDERS COUNCIL/OFFICERS
The ISS
Founders, a group of 28 interested people at an August 20th, 2003
meeting at the Shaw Festival Theatre in Niagara-on-the-Lake, Ontario, Canada,
elected Richard F. Dietrich as Acting President of the ISS and empowered him to
appoint an ISS Founders Council that would serve as the Founding Directors and
assist him in seeking not-for-profit, tax-exempt status for the ISS. The ISS Founders Council, appointed by the
Acting President with unanimous approval of the ISS Founders, consisted of 9
members, the majority of whom are citizens of the
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PART B:
BYLAWS
OF THE INTERNATIONAL SHAW SOCIETY, Inc.
BYLAW
A. A GENERAL
QUALIFICATION: Communication being
essential to the running of the organization, no one should accept a nomination
for any office unless he or she is prepared to make his or her personal mail
and email address available to the membership at large and guarantee to check
both frequently and respond promptly.
B. ELECTED
OFFICERS:
1. THE PRESIDENT shall act as the chief executive officer of the ISS, represent the ISS in all interfaces outside
the ISS, serve ex officio on all
committees or appoint a designate, and delegate such responsibilities as will
best serve the interests and purposes of the ISS. The President shall present to the Executive
Committee in January a projected budget and a plan of action for the
forthcoming year for their majority approval.
The President shall prepare an agenda for and preside over all meetings
of the ISS as a whole, the ISS Council, the Advisory Committee, and the
Executive Committee. As soon after election as possible, the President shall
appoint a Webmaster (for the ISS website and other internet venues) and a
Director of Publications for mutually agreed-upon terms, not to exceed three
years, with the majority approval of the Executive Committee. With the majority
approval of the Executive Committee, the President shall create a Nominating Committee
(when elections are forthcoming) and such ad
hoc committees as are necessary to fulfill the purposes of the ISS. The terms of all committees created by the
President shall end with the term of the President, although a new President
may reappoint them. To sum up, it is the responsibility of the President to see
that all necessary administrative actions taken on behalf of the ISS, as
implied or stated above or below, are taken in a timely manner and that the ISS
Council is consulted where appropriate and its votes counted.
2. THE VICE
PRESIDENT shall act as chief
executive officer in the event of the President’s inability to serve. The Vice President may be assigned to act as
chair of whatever ad hoc committees
are formed to meet specific needs, and shall be responsible for such other
matters as are delegated by the President, with special emphasis upon planning
for the future, including membership recruitment, fund-raising, future
conferences, and the like.
3. THE
TREASURER shall have charge of the
finances of the ISS and shall keep full and accurate accounts of dues payments,
grants, bequests, etc. and receipts and disbursements in books, journals, and
other publications of the ISS. The
Treasurer shall deposit all moneys and other valuable effects in the name and
to the credit of the ISS in such depository or depositories as may be
designated by the Executive Committee in consultation with the Advisory
Committee. The Treasurer shall assist
the President in preparing an annual projected budget and whatever tax
documents are required by law. As soon
after a fiscal/calendar year has passed and no later than the end of January,
the Treasurer (even if outgoing) shall present to the ISS Council an Annual Treasurer’s
Report that itemizes and sums up income and expenditure for the entire past
year, which, upon approval by the ISS Council, is then to be broadcast to the
entire membership by mail and posted on the ISS website.
4. THE RECORDING SECRETARY shall be responsible for sending out notices of
meetings of the officers, all committees and subcommittees, and the ISS in
general, and shall record the minutes of the meetings and distribute those in a
timely fashion. The Recording Secretary shall chair the Nominating Committee,
overseeing the nominating and balloting process in the election of officers,
keeping full records of such. The
Recording Secretary shall keep track and receipts of all sales and
subscriptions to publications of the ISS.
All moneys received by the Recording Secretary on behalf of the ISS
shall be forwarded to the Treasurer for deposit. The Recording Secretary shall record annual
written reports by all officers. After copying, all correspondence of officers
and committees about ISS business shall be delivered to the Recording Secretary
for filing. The Recording Secretary shall be custodian of current records of
the ISS, which are to be handed over to the ISS President at the end of term,
for long-term filing, and made available for future reference.
5. THE MEMBERSHIP SECRETARY shall attend to all official correspondence related to
membership, reminding members of when dues are due (see IV above), and
maintaining the membership list and publishing an annual alphabetized
membership directory with full particulars. The Membership Secretary shall also
devise and direct membership recruitment drives. All moneys received by the Membership
Secretary on behalf of the ISS shall be forwarded to the Treasurer for deposit.
C. APPOINTED OFFICERS: In addition, the President is to appoint, with
majority approval of the Executive Committee, a Webmaster and a Director of
Publications, who will be non-voting members of the Council and advisory to the
Executive Committee. The Webmaster and Director of Publications may be the same person and may
simultaneously be a voting member of the Executive or Advisory Committee. That is, it’s possible to have two or even
three positions on the Council, but only the Executive or Advisory Committee
position would entitle one to a vote.
1. THE
WEBMASTER. Inasmuch as the ISS will exist most of the time and
for most of its members primarily in “cyberspace,” the Webmaster, with the
assistance of the Director of Publications, has a key role to play in the
furtherance of the ISS in the maintaining and updating of the ISS website and,
possibly, other internet venues, such as a listserv, quote hotline, and chat
room. Most of the ISS documents of
record, such as minutes of meetings, the membership list, balloting results,
reports by officers, the Treasurer’s Annual Report, etc., shall be available to
all members on the ISS website and accessible by password only, and members
shall be notified that this is so. The
Webmaster should always be looking for ways to bring new technology to bear on
the operation of the website and other internet venues, especially that which
enhances communication and information-sharing among members. The Webmaster is the chief facilitator of the
interchange among members that should be the life of the organization.
2. THE DIRECTOR OF PUBLICATIONS. The
Director of Publications shall be appointed by the President, with majority
approval by the Executive Committee, after consultation with the Advisory
Committee. The Director shall be in
control of all matters having to do with the selection of materials to be
published and the means by which they are published but in this must follow
policies and budgets established by the Executive Committee. The Director may petition the Executive
Committee for a change of policy or budget change but may not initiate or
change policy or budgets.
BYLAW II. TERMS OF OFFICE:
A. STAGGERED TERMS: Initially, the Acting President, with the majority approval of the
Founding Members, shall appoint the original members of the ISS Council,
including officers, to staggered terms (1/3 for 3-year terms, 1/3 for 2-year terms, 1/3 for a 1-year
term), so that when elections or new
appointments are made for
3-year terms, approximately only
one-third of either of the Council’s two subcommittees will be replaced in a
single election.
B. LENGTH OF TERMS: After the initial appointments
for staggered terms, members of the ISS Council shall be, in the case of the
Advisory Committee. appointed or, in the case of the
Executive Committee, elected by the membership at large for three-year
terms. Terms will begin on January 1 of
the year the term begins and end on December 31 of the year the term ends. No one may serve more than two consecutive terms
in any given office. Presidents rotating
off are expected to serve on the Advisory Committee for a three-year term.
BYLAW III. ELECTION PROCEDURES:
A. NOMINATION
PROCEDURES: Early in the year in
which any election is to take place, the President, with majority approval (of
those voting) of the entire Council, shall appoint a 4-member Nominating Committee, which shall
oversee all aspects of elections. It
shall be chaired by the Recording Secretary, who will vote to break ties. Starting in August, the Nominating Committee
will endeavor to find at least two candidates for each office up for election,
after polling the membership at large for suggestions, including self-nominations Candidates
must be given job descriptions of the office they are nominated for and must
agree (in writing) to their names being placed in nomination.
B. CAMPAIGNING: Members nominated for office may post on the ISS website a statement of
their positions.
C. VOTING PROCEDURES: A simple majority of those voting in the membership
at large elects a member to office. If there are more than two candidates for
an office, votes shall be weighted so that run-offs are unnecessary. The
membership shall receive by regular mail in October the list of nominations for
any given office, a paper ballot that can be anonymously marked and mailed back
to the Nominating Committee, and a due date that is to be followed strictly,
postmarks applying. In November, the Nominating Committee, chaired by the
Recording Secretary, shall count and report the votes to the entire membership.
Records of voting are to be retained and filed but kept as anonymous as
possible.
BYLAW IV. MEETINGS
& QUORUMS: There may be two kinds of meetings--General Meetings
of the membership at large, and committee meetings of the ISS Council, its
subcommittees, the Nominating Committee, and whatever ad hoc committees are appointed.
A. General Meetings of the membership at large are not mandated but should be held, as
much as possible, in concurrence with Shaw conferences or other appropriate
professional meetings. Since all matters
on which the membership at large are eligible to vote are to be decided by a
majority of those returning mailed paper ballots by a specified
date, it shall be understood that no vote taken at a General Meeting is
anything but advisory. Therefore quorums are not an issue for General
Meetings. Members will also have a listserv to use for communication within the
ISS and to make their voices heard.
B. Meetings of
the ISS Executive Committee, the Advisory Committee, and the entire ISS Council are strongly recommended but not mandated, given how far-flung members of the
ISS are likely to be and how technology has overcome these distances. Such meetings should be held, as much as
possible, in concurrence with Shaw conferences or other appropriate professional
meetings. .
1. Executive Committee Voting Procedures: A
simple majority of those officers voting shall be sufficient to pass most
measures and motions, with the exception of approval of an amendment to this document (see “Article
XII-Amendments” below). However, the President shall make every effort to get the vote of all five members of the Executive Committee, whether in an
actual meeting or otherwise. Discussions
on matters to be voted on by the Executive Committee may take place on a public
listserv or in a conference call in which all involved may voice opinions, view
or hear the opinions of others, and respond to them before votes are taken.
Votes may be also be taken by telephone or email if pre-arranged and agreed
upon by the Executive Committee and all members of the committee have
opportunity to discuss the issue to be voted on and to hear or see the
vote. Since all 5 members of the
Executive Committee are expected to vote on most issues, quorums will only be at issue when a committee member is too ill to
vote or unable to communicate a vote. In
those exceptional cases, a simple majority of those able to vote shall
rule. In the event of a tie vote which the President is unable or
unwilling to break, the Advisory
Committee shall be polled, and a majority vote (of those voting) shall break
the tie.
2. Advisory
Committee and Council Voting Procedures: Meetings of the larger and even
more far-flung Advisory Committee or the entire Council will probably not occur
often, and thus their votes and discussions will most often occur on a
listserv, complemented by telephones, fax, and other means of communication.
Their advice to the Executive Committee and the membership at large shall be
published on the website in the form of majority and, if applicable, minority
opinions, but their votes are not binding on the ISS or the Executive
Committee, except as noted in this document.
BYLAW V. FISCAL
POLICY: The fiscal year shall be from January 1 to December
31. Standard fiscal policies are as
follows:
A. The Treasurer shall assist the President in preparing an
annual projected budget and whatever tax documents are required by law. As soon after a fiscal/calendar year has
passed and no later than the end of January, the Treasurer (even if outgoing)
shall present to the Executive Committee and the Advisory Committee an Annual
Treasurer’s Report that itemizes and sums up income and expenditure for the
entire past year, and that provides a general summary of the financial
condition of the ISS to date, which, upon approval by the Executive Committee,
is then to be sent to the entire membership by mail and posted on the ISS
website. At the discretion of the
officers other than the Treasurer or upon the request of the membership at
large, the ISS may appoint a firm of accountants (or the equivalent) to audit
the financial records of the Society.
B. All checks, drafts, demands for money, and
notes of the ISS and all written contracts of the ISS shall be signed by such
officer or officers, agent or agents, as the ISS Council (by majority vote of
those voting) shall designate.
C. All assets, dues, earnings, and contributions
accruing to the ISS shall be used exclusively for educational purposes,
including payment of expenses incidental thereto. No part of the assets of the ISS may be
distributed to any officer, member of the ISS Council, or any private
individual. This provision shall not be construed to prohibit reimbursement of
legitimate expenses incurred by members of the ISS, payment of reasonable
compensation for services rendered to the ISS when duly authorized in
accordance with these Articles, and the awarding of prizes and awards of an
honorary nature (i.e., no money is involved). That is, no elected or appointed member of the Council
may receive money from prizes or awards or their like from the ISS during a term in ISS office.
D. Officers
of the ISS shall be reimbursed on demand for out-of-pocket expenses necessary
to the transaction of ISS business up to a total of $100 per annum. Expenditures by officers that exceed that
limit must be approved by the ISS Council (by majority vote of those
voting).
BYLAW VI.
CONTINGENCIES:
A. RESIGNATIONS AND SUBSTITUTES: All resignations shall be submitted in writing to the
President and submitted for action by the Executive Committee. Whether a
resignation has been officially submitted or not, if any officer or member of a
committee is unable to perform the duties of office, for the rest of the term
or for a part of the term, the Executive Committee by majority vote shall
appoint a substitute to finish the term of office or for a specified
period. If the vacancy occurs early in
the term of an officer, the Executive Committee may ask for a special election
to be held.
B. REMOVAL OF OFFICERS OR COMMITTEE MEMBERS: Officers or committee members may be removed if good
cause is found, such as an unwillingness or inability to perform
the duties of the office or to perform them in a timely matter, or for unprofessional conduct. Any member
can petition the Executive Committee to have an officer or committee member
removed but must provide a reasonable explanation for the petition. The officer or committee member in question
must be given opportunity to reply to the petition. Thereafter an officer or committee member can
be removed by a majority vote (of those voting) of the ISS Council, if ratified
by a 2/3rds vote (of those voting) in the membership at large.
BYLAW VII. AMENDMENTS: These Articles of Incorporation shall also serve as bylaws for the ISS
and shall thus be subject to amendment.
Any member may submit a proposal for an amendment, along with the
argument for it, to the President at any time, and the President shall see that
the amendment and its argument are fully considered by the ISS Council, and, if
approved by the Council for balloting by a two-thirds majority, be submitted to
the membership for a vote within a year of submission, a two-thirds majority of
members voting being necessary for approval.
If an amendment passes, then the President shall see that the Articles
(or bylaws) are rewritten to accommodate the change. Amendments should be added in a special
section at the end of this document and referred to in the body of the text
where it is appropriate to do so.
BYLAW VIII. LISTINGS
OF MEMBERS: A list of all members shall be published annually, but
a special listing of the Founding Members, the Financial Founders, the
Sponsors, and the Lifetime Memberships (or whatever other special memberships
are created) shall be posted on the ISS website, in the member’s section only, if permission is granted.
LIST OF AMENDMENTS:
PLEASE NOTE: A “RESTATED
ARTICLES OF INCORPORATION,” in
Compliance with State of Florida Chapter 617, F.S. (Not for Profit) and Statue
6171007, was approved by the State of