BY-LAWS As Revised and Approved in September of 1998
PREAMBLE
The Fellowship of Catholic Scholars is an association of Catholic
scholars in various disciplines who see their intellectual work as an
expression of the service that they owe to God. Although the Fellowship
is committed to the highest academic and professional standards, it is
not devoted to purely professional or academic concerns, but rather was
founded primarily to give the corporate witness of its largely academic
members to the Catholic faith. Aware of the duty that Christian
scholars have to serve the whole community of faith, the members of the
Fellowship wish to give whatever witness and assistance they can to the
Church in facing the needs and problems of the faith today.
ARTICLE I - Purposes
The purposes for which the Fellowship of Catholic Scholars is organized are the following:
To form an association of Catholic scholars in various disciplines
who wish to serve Jesus Christ better by helping one another in their
scholarly work and by putting their abilities more fully at the service
of the Catholic Church;
To form a true fellowship of scholars who:
wholeheartedly accept and support the renewal of the Catholic
Church undertaken by Pope John XXIII, shaped by Vatican II, and carried
on by subsequent pontiffs;
who accept willingly in faith both the defined teachings of the
Catholic Church and those teachings proclaimed by the Church's ordinary
and universal magisterium in the sense in which they have been believed
and taught by the Church;
who acknowledge also their duty to adhere with religious assent to
those teachings which are authoritatively, even though not infallibly,
proposed by the magisterium of the Church in accordance with Vatican
Council II's Dogmatic Constitution on the Church Lumen Gentium 25 and
Ad Tuendam Fidem;
To identify qualified scholars and invite them to membership in the Fellowship;
To facilitate communication among scholars in support of Catholic
teaching and of the Church's magisterium through publications,
individual and shared scholarly work, lectures, conferences, and the
like;
To clarify questions regarding the magisterium and its various teachings;
To identify special competencies and interests among the members
and to enlist such competencies in disciplinary and interdisciplinary
research;
To form and provide panels of scholar-members to perform critical evaluations of various responses to Catholic teaching;
To respond appropriately to requests by bishops and other Church
officers, Vatican officials, and other Church leaders for scholarly
support of the Church's teachings;
To provide experts and speakers in public forums as required to
explain, support, and defend the teaching of the Catholic Church;
To organize and to provide forums for scholarly analysis of
magisterial documents in the press, in lecture rooms, or in magazines,
scholarly journals, symposia, books and other publications, including
the Fellowship of Catholic Scholars Quarterly, and in other appropriate
ways;
To respond to the needs of the People of God for competent presentation of Catholic teaching in suitable ways;
To promote and advance Catholic faith and culture in society in
accordance with the mind of Christ as authoritatively interpreted by
the magisterium of the Church.
ARTICLE II - Membership
Section 1. Classes of Affiliation
The Fellowship of Catholic Scholars shall have three classes of membership affiliation, as set forth below.
1.1. All those affiliated in any way with the Fellowship must be
persons who subscribe to the purposes of the Fellowship, who wish to
give the Fellowship spiritual, moral, and financial support, and who
have been duly elected to their class of affiliation.
1.2. Regular members of the Fellowship are those who, in addition
to the qualifications enumerated in 1.1 above: (a) have an earned
doctorate or the equivalent thereof; (b) regularly engage in scholarly
work, as evidenced by scholarly publication or in some other suitable
manner; and (c) intend to be actively involved in the organization,
operation, or administration of the Fellowship and in the pursuit of
its purposes and goals.
1.3. Honorary members of the Fellowship are those who, in addition
to the qualifications enumerated in 1.1 above have been invited to
accept affiliation by regular members in recognition of their
extraordinary contributions to the purposes of the Fellowship over a
long period of time.
1.4. Associate members of the Fellowship are those who have the qualifications in 1.1 but not those specified in 1.2 or 1.3.
1.5. All of the above forms of affiliation shall be further
designated as "perpetual membership" upon payment into the capital of
the Fellowship of a sum determined by the Board of Directors; such
Perpetual Members shall be exempt from all other dues.
1.6. Only regular members shall have voting rights.
Section 2. Admission of Members
2.1. Applicants for regular or associate membership are admitted
by action of the Board of Directors upon receipt of a valid application
indicating their commitment to the principles and purposes of the
Fellowship.
2.2. Alpplicant's response on the application indicating
commitment to the purposes of the Fellowship will be accepted on its
face as valid evidence of such commitment unless there is definite
evidence to the contrary of non-commitment to the principles and
purposes of the Fellowship on the part of the applicant.
ARTICLE III - Chapters, Resignations, Dues, Suspensions
Section 1. Chapters The Board of Directors may authorize
Fellowship chapters in accordance with geographical area, area of
interest in certain questions, or area of disciplinary competence.
International chapters may be established for members who are citizens
of, or who reside within the territorial boundaries of, a given
country. Members of Chapters enjoy all the same benefits and
responsibilities accruing to any member of the Fellowship.
1.1. Such a Chapter may be established at the decision of the
Board of Directors when it anticipates sufficient membership or when a
membership of such dimension seems maintainable. Dissolution of a
Chapter is at the decision of the Board when the nature, purpose, or
size of the Chapter seems no longer sufficient to maintain it. Each
Chapter shall submit an annual report to the Board of Directors with
information on current members, financial status, and activities of the
Chapter.
1.2. Chapters so instituted shall indicate clear dedication to the
goals and purposes of the Fellowship, but shall be freely governed by
their own by-laws insofar as these do not derogate from the Articles of
Incorporation and By-Laws of the Fellowship. Copes of all by-laws and
other governance documents from the Chapters shall be kept on file with
the Secretary.
1.3. The percentage of dues to be retained by the Chapter, and the
percentage to be forwarded to the Fellowship, shall be negotiated
between the Chapter government and the Board of Directors. The amount
of dues required of Chapter members shall not be in excess of that
required by regular members of the Fellowship. The percentage of dues
forwarded to the Fellowship shall include the costs of all publications
regularly received by the members (i.e., a subscription to the
Quarterly, Proceedings of the annual convention, and Membership
Directory). 1.4. The Board of Directors shall nominate a Director of each
Chapter. Regular communications between the Fellowship and the
Chapter(s), including attention to all matters herein specified, shall
be the responsibility of the Secretary and the Chapter Director(s).
Section 2. Resignations
Any regular or associate member may simply resign by filing a written resignation with the Secretary of the Fellowship.
2.1. Such a resignation need not be for any stated reason and shall be accepted without prejudice to the one resigning.
2.2. Resignation will be requested from any member whose behavior
indicates or concerning whom there is definite evidence that he no
longer supports the purposes of the Fellowship.
2.3. Failure to pay dues for more than two years after the close
of any fiscal year for which the member has paid dues shall
automatically indicate resignation. Section 3. Transfer of Membership
No category of membership is transferable or assignable.
Section 4. Dues
Annual monetary dues shall be set by the Board of Directors for regular and associate members.
Section 5. Suspensions and Removals
The Board may suspend or remove any member for cause at any time.
Section 6. Forfeiture
Any member shall ipso facto forfeit membership in the Fellowship who
publicly dissents from the magisterium of the Church or who fails to
remain a Catholic in good standing.
ARTICLE IV - Meetings of Members
Section 1. Annual Meeting of the Members
1.1. An Annual Meeting of the Members shall be held at the time
and place to be determined by the Board of Directors and communicated
to the members at least 120 days before such an Annual Meeting.
Normally this Annual Meeting of the Members will be held in conjunction
with the Annual Convention of the Fellowship and its announcement
included in the convention program.
1.2. At the Annual Meeting of the Members, a special business
session shall be scheduled in which all business of the Fellowship
shall be discussed and decided which is not otherwise provided for in
these By-Laws.
Section 2. Special Meetings Special official meetings of the
members--general, regional, or local--may be called by the Board of
Directors. Such meetings may not be convened without due notice to the
members.
Section 3. Informal Meetings
3.1. Informal meetings--chapter, regional, and local--to promote
the purposes of the Fellowship are encouraged and may be called by any
members with mutual interests, provided they do not attempt to do
business binding on the membership of the Fellowship or of any
Fellowship chapter.
3.2. Public statements arising from any meeting or activity
associated with the Fellowship shall not employ the name of the
Fellowship without the express permission of the President.
Section 4. Conduct of Business
4.1. The Board may establish various directives regarding the
conduct of business at the Annual Meeting of the Members provided for
in Section 1 above.
4.2. The presiding officer shall conduct the business meeting in accordance with the directives of the Board of Directors.
Section 5. Voting by Mail
5.1. So that all regular Fellowship members may participate in the
election of Directors (and not just those present at the Annual
Meeting), voting for these Directors shall be conducted by mail ballots
at a time and in a manner to be determined by the Board of Directors.
5.2. The Board shall provide for the counting of the mail ballots received in any election.
Section 6. Annual Convention
6.1. The Fellowship shall hold an Annual Convention, dedicated to
an important topic of current Church interest decided upon by the Board
of Directors, at which substantive papers and lectures shall be
presented both by members of the Fellowship and by distinguished
invited scholars. The Annual Meeting of the Members shall take place
during this Annual Convention.
6.2. The President, in consultation with the Board of Directors,
shall appoint a Program Chair for each Annual Convention, both to
develop the topic decided upon and to locate and invite appropriate
scholars and other program participants.
6.3. No convention shall be held without the prior express
approbation and, if possible, participation of the Ordinary of the
diocese in which each Annual Convention is held. In particular,
participation of the attending members of the Fellowship in a Mass
celebrated by the Ordinary or his delegate is desired.
ARTICLE V - Board of Directors
Section 1. Duties and Responsibilities
All the affairs of the Fellowship shall be under the general direction of a Board of Directors.
Section 2. Number, Tenure, and Qualifications of Board Members The
Board of Directors of the Fellowship shall consist of: (a) the Officers
of the Fellowship during their term of offices; (b) former Presidents
of the Fellowship who elect to remain on the Board; and (c) twelve (12)
Directors elected from among the regular members of the Fellowship. In
addition, the editor of the Fellowship Quarterly shall be an ex officio
member of the Board.
2.1. Members of the Board other than current Officers and former
Presidents shall hold office for a term of three years and until their
successor(s) are properly elected and qualified.
2.2. Members other than former Presidents shall not serve for more
than two consecutive terms. Former members of the Board shall be
eligible for re-election to the Board after a period of two years.
2.3. Members of the Board of Directors are to be elected by a
majority of the mail ballots returned from those sent out to all
regular members of the Fellowship.
2.4. Vacancies by death, resignation, or otherwise shall be filled
by the vote of the current Board until the next general election.
Section 3. Regular and Special Meetings of the Board
3.1. A regular Annual Meeting of the Board of Directors shall be
held without further notice immediately before or after the Annual
Meeting of the Members.
3.2. The Board may determine by resolution the exact time and
place, and provide in the same way for other regular meetings, without
other notice than such resolution.
Section 4. Quorum A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of
the Board, but if less than a majority of the Directors are present at
any meeting, a majority of those present may adjourn the meeting
without further notice.
Section 5. Acts of the Board An act of the Board of Directors
becomes effective with a majority of those present and voting within
the required quorum, unless a greater number is required by law or
these By-Laws.
Section 6. Standing and Ad Hoc Committees
The Board may appoint Standing and Ad Hoc Committees of the Board and of its members.
ARTICLE VI - Officers
Section 1. Officers The Officers of the Fellowship shall be a
President, a Vice President, a Secretary, and a Treasurer. The offices
of Secretary and Treasurer may be held by the same person.
Section 2. Election and Term of Office
2.1. The President and Vice President shall be elected by a majority of the Board of Directors.
2.2. The Secretary and the Treasurer (or the Secretary/Treasurer)
shall be appointed by the Board of Directors for a designated term of
office.
2.3. The election f the President and the Vice President shall be
for a period of three years and until a successor is duly elected and
qualified. Their terms of office shall begin on the day following the
adjournment of the Annual Meeting.
2.4. Officers may serve no more than two consecutive terms.
2.5. Vacancies: Vacancies in any office because of resignation,
death, or any other reason may be filled by the Board of Directors
until the next general election. 2.6. Removals: Any officer, elected or appointed, may be removed for cause by a two-thirds vote of the Board of Directors.
Section 3. President
The President shall be the principal officer of the Fellowship and its
spokesman, and shall preside at all meetings of the Board of Directors
and of the general membership. The President is ex officio a member of
all Fellowship committees. Ideally, the President will be affiliated
with an institution of higher education.
3.1. The President may sign, with the Secretary, or any other
proper officer of the organization authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed--except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors, or by these By-Laws or by statute,
to some other officer or agent of the Fellowship. In general the
President shall perform all duties entailed in the office of President
and chief officer of the organization, as well as other duties as may
be prescribed by the Board of Directors from time to time.
3.2. Without derogation of the rights of the Board, the President
shall elicit membership in and appoint ad hoc committees in pursuit of
the various purposes and goals of the Fellowship. Panels of scholars of
cross-disciplinary interest in the discovery, promotion, or defense of
various doctrinal questions and positions of pressing interest to the
Church may constitute such ad hoc committees.
3.3. The President shall be the official spokesman for the
Fellowship and the principal delegate to all academic and professional
meetings--except that if impeded the Vice President may so act in his
place or any other Officer or Director whom the President may appoint
to act in his place.
Section 4. Vice President In the absence of the President, or
in the event of his inability to act, the Vice President shall perform
the duties of the President, and when so acting, shall have all the
powers of the President and be subject to the same limitations. The
Vice President shall perform such other duties as may from time to time
be assigned to him by the President or by the Board.
Section 5. Secretary and Treasurer
5.1. The Secretary shall keep the minutes of the Annual Meetings
of the Members and of the Board, and of such other general meetings as
may be convened. The Secretary shall see that all notices of such
meetings are duly given in accordance with the provisions of these
By-Laws or as required by law; shall be the custodian of the corporate
records and of the seal of the Fellowship and shall see that the seal
is affixed to all documents, the execution of which on behalf of the
Fellowship under its seal is duly authorized in accordance with the
provisions of these By-Laws; shall keep a register of the postal
address of each Fellowship member as furnished by the Secretary by that
member; and in general shall perform all the duties incident to the
office of Secretary, as well as such other duties as may be assigned by
the President or by the Board. The Secretary shall have responsibility
for matters concerning the recruitment and retention of members.
5.2. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Fellowship; shall
receive and give receipts for monies due and payable to the Fellowship
in banks, trust companies, or other depositories; and in general shall
perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned by the President or
the Board of Directors.
5.3. The offices of Secretary and of Treasurer may be combined
into one office of Secretary/Treasurer if the Board of Directors so
decides; together these offices (or this combined office) shall be
responsible for conducting the ordinary and business operations of the
Fellowship, subject to the direction of the President and/or of the
Board of Directors.
5.4. Upon authorization by the Board, an administrative assistant
or associate secretary/treasurer, who may be a paid employee, may be
engaged to help carry out the duties assigned to the offices of
Secretary and of Treasurer (or of Secretary/Treasurer).
5.5. The editor of the Fellowship Quarterly shall be appointed by
the President, subject to approval by a majority vote of the Board of
Directors. The editor shall have authority, with the approval of the
President, to pay all expenses--for example, clerical, printing,
postage-- incident to the production and distribution of the Quarterly.
ARTICLE VII - Conflict of Interest Each Officer and Board
member has an affirmative duty to avoid conflicts of interest during a
term of office. Any possible direct or indirect conflict of interest
must be disclosed and made a matter of record. Any Board member with a
possible conflict of interest shall make this known and shall not vote
or attempt to use influence in any matter which comes before the Board
of Directors in such a case.
ARTICLE VIII - Committees
Section 1. Standing Committees The Board of Directors shall
appoint the following standing committees, and any others it deems
appropriate, drawing upon its own membership for this purpose or upon
the regular members of the Fellowship.
1.1. A Nominating Committee shall be appointed with the
responsibility for selecting candidates and preparing for each general
election of Directors and of each selection by the Board of President
and Vice President. The President shall chair this Nominating
Committee, and the Secretary shall be a member of it along with three
other members appointed by the President.
1.2. A standing Committee on Membership, chaired by the Secretary,
shall be appointed with an obligation to seek out and recruit potential
members in all scholarly and academic disciplines and in all categories
of membership.
1.3. The Board of Directors may establish other standing
committees it deems appropriate, and may also dissolve any standing
committees as necessary.
Section 2. Ad Hoc Committees Either the President or the Board
of Directors may establish ad hoc committees as deemed necessary to
further the work of the Fellowship. Ad hoc committees cease to exist
upon the completion of their assigned tasks.
ARTICLE IX - Funds, Contracts, and Payment of Obligations
Section 1. Contracts and Obligations All authorized obligations
duly incurred by the Officers of the Fellowship or by the Board of
Directors shall be submitted to the Treasurer (or Secretary/Treasurer)
who is obligated to make timely payment from the funds of the
Fellowship.
Section 2. Accounts Checking and savings accounts in the name
of the Fellowship shall be established, as well as other trust accounts
in such banks or depositories as the Board may direct.
Section 3. Contributions and Gifts The Board may authorize
acceptance on behalf of the Fellowship of any gift, contribution,
bequest, or devise for general purposes or for any special purpose
consonant with the purposes of the Fellowship.
ARTICLE X - Fiscal Year
The Fiscal Year of the Fellowship shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XI - Amendments and Rules of Order
Section 1. Amendments to the By-Laws These By-Laws may be
amended, altered, or repealed and new By-Laws adopted by a two-thirds
majority of the Directors present at any regular or special meeting of
the Board, if at least thirty days notice has been given to the
membership of the Board of the intention to amend, alter, or repeal and
adopt new By-Laws. Such amendment, alteration, or repeal and adoption
of new By-Laws shall be published in the Quarterly of the Fellowship
and shall be subject to review at the Annual Meeting of the membership.
Section 2. Rules of Order In all matters not specifically
contained in the Articles of Incorporation and these By-Laws of the
Fellowship, the latest edition of Robert's Rules of Order shall obtain.