Bylaws of Southeastern Commission for the Study of Religion

Bylaws Amendments

Charter of Southeastern Commission for the Study of Religion

 

 

Southeastern Commission

for the

Study of Religion

 

 

BYLAWS AND CHARTER

 

BYLAWS

Of

SOUTHEASTERN COMMISSION FOR THE STUDY OF RELIGION

 

The following Bylaws establish current operational procedures for the corporation known as “Southeastern Commission for the Study of Religion,” which is otherwise governed by the provisions of its Charter of Incorporation.

I.  CHARTER PROVISIONS

The Charter of Incorporation contains provisions determining the name, principal office, nature, purposes and powers of the Commission, including provisions for its duration and dissolution.  These Charter provisions are hereby included as part of the Bylaws of the Commission.

 

II.  PARTICIPATING ORGANIZATIONS

The constituency of the Commission includes the following three categories:

III.  COMMISSION MEMBERSHIP

 IV.  OFFICERS, EXECUTIVE COMMITTEE

                                                        Treasurer

                                                        Executive Director

                                who shall serve as the Commission’s Executive Committee.

 V.  RESPONSIBILITIES

The responsibilities of the officers shall be those that normally accrue upon such offices.

 

VI.  VACANCIES

Any vacancy in the membership of the Commission shall be filled as soon as possible, and at the latest at the next Annual Meeting.  Any vacancy on the Executive Committee shall be filled by nomination of the Executive committee and by mail balloting of the members.

 

VII.  ANNUAL MEETING

The commission shall hold an Annual Meeting at a time and place determined by the Executive Committee, and may meet at such other times and places as are determined by the Chair and/or Executive Director and announced by reasonable notice.  It is assumed that the Annual Meeting is held to coincide with the Annual Regional Meeting of the Sponsoring Societies.

 

VIII.  PRINCIPAL EXECUTIVE OFFICER

The principal executive officer of the Commission shall be the Executive Director.  He or she shall administer the affairs of the Commission, including the registered Principal Office of the corporation, and shall work in close cooperation with the other officers in facilitating the ongoing work of the commission.

 

IX.  FINANCIAL MATTERS

The Commission shall be authorized to raise funds for its operations by determining the Annual Participation Fee for its General Constituency, fees for other services, and by other solicitation of gifts, production of income, or grant applications as the Commission may determine.

The Commission may set aside reserves and create endowment funds as are deemed beneficial to assure the future operations of the Commission.

The Fiscal Year of the corporation shall be the Calendar Year.

 

X.  QUORUM, PARLIAMENTARY RULES, AND AMENDATION OF BYLAWS

The Commission shall be deemed able to transact business when a majority of the members are present in person or by verified proxy.

              All deliberation of the Commission shall be governed by Robert’s Rules of Order.

              These Bylaws may be amended by a simple majority of the members of the Commission.

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Bylaws Amendments

Approved March 7, 2008 and March 10, 2006

SECSOR Executive Committee

 

Amendment: (Approved March 7, 2008)  Article IV. Section 2.  Amend to read:

The Chair will be filled by the Immediate Past President of one of the Sponsoring Societies.  The Vice-Chair will be filled by the Immediate Past President of the other Sponsoring Society.   The succession will alternate each year between the Societies.  The Secretary will be filled by the current Regionally Elected Director of one of the Sponsoring Societies.  The Treasurer will be filled by the current Treasurer of the other Sponsoring Society.  The appointments will alternate each year between the Societies.

If appointments cannot be made using this succession plan, the Chair, Vice-Chair, Secretary or Treasurer may be elected from within the Commission’s membership; the Executive Director may be selected from the members of the Commission or from the general membership of the Sponsoring or Affiliated Societies.

Amendment: (Approved March 10, 2006) Article IV. Section 2. Add the following:

The Executive Director will appoint a Deputy Director to serve at the pleasure of the Executive during the Executive’s term.  The Executive Committee must approve the Executive Director’s appointee. The duties of the Deputy will be assigned by the Executive Director but will normally include assisting the Executive with the duties and responsibilities of that office.  While serving in the capacity of Deputy Director, the Deputy would have no voting or signatory rights and therefore would not change the balance of the Executive Committee.   In the absence of the Executive Director, the Deputy would by authorized to act as the Executive and would retain all rights and responsibilities normally given to the Executive, including but not limited to voting and signatory rights.  In the event that the Executive Director could not finish a term, the Deputy would be appointed Executive Director for the remainder of that term upon nomination and majority vote by the Executive Committee. In the event the Executive Committee does not approve the succession of the Deputy to the Executive position for the remainder of the term, the Deputy will serve as interim Executive until the Executive Committee nominates and approves a suitable replacement.

Amendment: (Approved March 7, 2008) Article IV. Section 2.  Add the following:

The initial term of the Executive Director will normally be three years with a review by the Director and Executive Committee after the first year.  During the last year of the Director’s appointment, the Executive Committee will gather nominations for a successor.  The nominations will constitute a slate of candidates from which the Executive Committee will select the new Director.  The current Executive Director and the Deputy Director are eligible to be included in the slate.  The appointment of a new Director will take place at the annual conference ending the current Director’s term.  The new Director will be appointed and will assume the post of Director during that annual conference.  Alternatively, the Executive Committee may vote to appoint the current Executive Director to a new term or to appoint the current Deputy Director to succeed the current Executive without a full search.

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CHARTER

Of

SOUTHEASTERN COMMISSION FOR THE STUDY OF RELIGION

The undersigned natural person having capacity to contract and acting as the incorporator of the corporation under the Tennessee General Corporation Act adopts the following charter for such corporation.

ARTICLE I: NAME

The name of this corporation is: Southeastern Commission for the Study of Religion.

 

ARTICLE II: PRINCIPAL OFFICE

The address of the principal office of this corporation in the State of Tennessee and the county in which it is located are:

              Department of Philosophy and Religion

              The University of Tennessee at Chattanooga

              Chattanooga, TN 37403

              Hamilton County

ARTICLE III: NATURE OF THE CORPORATION

The corporation is a not-for-profit educational-activities-coordinating organization designed to advance the activities of such professional societies and academic institutions in the Southeastern region of the United States as are involved in the scholarly study of religion.

 

ARTICLE IV: PURPOSES

The purposes for which the corporation is organized are exclusively educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

              Specifically the corporation shall (1) arrange for the combined Annual Meeting of its sponsoring professional societies. (2) serve as accreditation and evaluation resource and consultant to any professional society or academic unit desiring it’s services. (3) sponsor visiting scholars for longer or shorter lecture tours within the region. (4) seek foundation and other grants and gifts in support of faculty research fellowships and scholarships for exceptionally qualified students, and (5) assume such other related tasks as the Commission may deem appropriate in the future.

              The corporation is also authorized to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the Tennessee Not-for-Profit Corporation Law.  In furtherance of its corporate purposes, the corporation shall have all general powers of a corporation not-for-profit enumerated in Title 48 of the Tennessee Code Annotated.

ARTICLE V: POWERS

No part of the net earnings of the corporation shall inure to the benefit or be distributable to its members, directors, 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 Article IV 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 or intervene in any political campaign, including the publication or distribution of statements on behalf of any candidate for public office.

              Notwithstanding any other provision of these articles, the corporation shall not carry on any 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 of 1954 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

              Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise powers that are not in furtherance of the purposes of this corporation.

ARTICLE VI: MEMBERS

The corporation shall have members, as provided in its Bylaws.

ARTICLE VII: OFFICERS

Officers of the Commission shall be elected or appointed as provided in the Bylaws.

ARTICLE VIII: STOCK

The corporation shall have no capital stock.

ARTICLE IX: DURATION

The time of existence of this corporation shall be perpetual.

ARTICLE X: DISSOLUTION

In the event of dissolution of the corporation, the residual assets of the corporation will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law) or to the federal, state or local governments for exclusive public purposes.

              This corporation shall enjoy and be subject to such benefits, privileges and immunities, restrictions, liabilities and obligations, as are provided for generally by the laws of the land and which are held applicable to corporations not-for-profit under the provisions of Title 48 of the Tennessee Code Annotated or such Title as amended or modified.

I, the undersigned, apply to the State of Tennessee, by the virtue of the laws of the land, for a charter of incorporation for the purposes and with the powers declared in the forgoing instrument.


 

WITNESS my hand this 13th day of November, 1986.

 

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Thor Hall, Incorporator

Southeastern Commission for the Study of Religion

Professor Thor Hall, Executive Director

Department of Philosophy and Religion

The University of Tennessee at Chattanooga

Chattanooga, Tennessee 37403

(615)755-4340/755-4334

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