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Constitution & Bylaws
PREAMBLE - Constitution and Bylaws

Whereas, the private, nonprofit, voluntary, nongovernmental or Third Sector has become increasingly important in all parts of the world over the past two decades; and

Whereas, scholarly interest in these organizations also has increased throughout the world; and

Whereas, there is a great need to promote research in this field and link together those engaged in such work;

Now, therefore, there is hereby established an International Society for Third-Sector Research (the Society).

Article I: Name, Location and Purposes

A. The name of this association is the International Society for Third-Sector Research.

B. The principal business office of the Society shall be determined by the Board. The Society shall function according to the laws of the country in which it is domiciled.

C. This Society is a research and educational association established to advance knowledge about the Third Sector (nonprofit organizations, voluntarism, and philanthropy) internationally through the encouragement of research in all relevant disciplines. More specifically, the Society seeks to:

1. Foster excellence in research and study of the Third Sector;

2. Broaden the participation in such research on the part of researchers in all parts of the world and in all disciplines;

3. Encourage the dissemination and exchange of information, ideas, and research findings about the Third Sector and promote discussion and cooperation among researchers, scholars, interested practitioners, government officials, policymakers, and the general public concerning Third Sector matters;

4. Promote teaching and instruction on all aspects of nonprofit organizations, voluntary associations, and philanthropy at all levels of education.To serve these purposes, the Society may hold international research meetings; publish journals, reports, monographs, and newsletters; develop proposed guidelines and standards; cooperate with other organizations; and engage in other activities that further its mission.

Article II: Membership

A. Any individual researcher, practitioner, student, or other person who supports the purposes and activities of the Society is eligible for regular membership. Regular members who pay dues have voting privileges and may serve as officers or Board members.

B. Additional classes of membership may be established by the Board of Directors.

C. Non-payment of dues is cause for termination of membership. Dues will not be refunded upon a member's resignation.

Article III. Board of Directors

A. The governing body of the Society is the Board of Directors, which has authority and is responsible for the supervision, control, and direction of the Society, in accord with these Bylaws and the financial and administrative requirements of the institution which houses the Society.

B. The Board of Directors consists of a President, President Elect, Secretary, Treasurer, nine other elected members and two appointed members. In addition, the immediate Past-President, the editor of the official journal, and a representative of the host institution shall also serve on the Board ex officio. The immediate Past-President shall serve one (2 year) term.

C. Not more than two elected Board members may be from the same country.

D. Vacancies on the Board may be filled by the President, with the concurrence of a majority of the Executive Committee, until the next scheduled election.

E. Elected Board members serve four year terms, beginning on January 1 of the year following their election. After serving two terms of office, they must wait two years before being eligible for election to the Board again. In the case of the first elected Board, four Board members will serve two-year terms and the balance will serve four-year terms. The members will draw lots to determine who will serve for which period.

F. The Board meets at least annually at whatever time and place it selects. All meetings are open to members. Special meetings of the Board may be called by the President, or at the request of any three Board members.

G. Board members who miss two consecutive regularly scheduled meetings may be removed by vote of the Board.

H. A majority of the members constitute a quorum for the Board. All action is by a majority vote of members present, except where a greater majority is required by the Bylaws. Ex Officio members shall not be entitled to a vote. Proxy voting is not permitted. Mail voting is permitted.

I. Board members do not receive compensation for their services, but may be reimbursed for reasonable expenses in accordance with provisions adopted by the Board

Article IV. Officers and Committees

A. The officers of the Society are a President, President Elect, Secretary and Treasurer, which shall comprise the Executive Committee of the Society.

B. The President-Elect is elected from the membership of the Society. The Secretary and Treasurer are elected from among the Board members of the Society. The President and President-Elect serve two-year terms. The Secretary and Treasurer serve four-year terms.

C. In case of death, resignation, or inability of the President to perform the duties of his/her office, the President Elect immediately succeeds him or her and shall be President for the remainder of the unexpired term. In case of an interim vacancy in the office of the President Elect, Secretary or Treasurer, the Board shall elect a replacement for the remainder of the unexpired term.

D. Any officer or Board member may be removed from office by the affirmative vote of two-thirds of all of the members of the Board at any regular or special meeting called for that purpose (the notice of which states that purpose), for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Society, or for refusal to render reasonable assistance in carrying out the Society's purposes. Any officer or member whose removal is proposed is entitled to at least 30 days' notice in writing of the meeting of the Board at which such removal is to be voted upon and shall be entitled to appear and be heard by the Board at such meeting.

E. The Board may establish committees for various purposes. Chairpersons and members of committees shall be appointed by the President with the approval of the Board, and may be removed from office by the President in accordance with rules established by the Board.

F. The President with the approval of the Board, has the power to exercise all of the functions of the Board between meetings. All actions taken by the President should be reported promptly to the members of the Board. In taking such actions, the President shall consult with the Executive Committee. All actions of the President and Executive Committee shall be consistent with the general policies of the Board.

Article V. Nominations and Elections

A. A Nominating Committee shall be selected at the Board meeting the year preceding the election. The Nominating Committee shall consist of ten members, four from the Board and six from the membership at large. The Executive Committee shall appoint the four Nominating Committee members from the Board, and the Board shall appoint the six Nominating Committee members from the membership at large. The composition of the Nominating Committee shall be approved by the Board and then announced promptly through the Society newsletter. The Board shall designate one of the non-Board members as Chairperson of the Nominating Committee.

B. Prior to developing the slate of candidates for election, the Nominating Committee shall invite all members to propose nominees.

C. Based on the input it receives from members and other information, the Nominating Committee shall prepare a slate of candidates for the positions of Officers and Members of the Board of the Society. In preparing its slate, the Nominating Committee should take account of the need to be representative of different parts of the world and different interests and characteristics of members or potential members.

D. After the Nominating Committee has completed its work, it will circulate to each member of the Society a ballot which includes biographical information on each candidate it puts forward for the Board, which information shall have been agreed to by the candidates in advance of the mailing. Space shall also be provided on the ballot for members to write in their own candidates. Forty-five days from the date of mailing are allowed for return of ballots.

E. When the ballot includes more nominees for any position than the number to be elected, the nominee(s) receiving the highest number of votes is declared elected. In the event of a tie vote, the winner is determined by drawing of lots. Results of the election shall be published promptly.

F. In the event of a contested election, the President shall appoint, with the consent of the Board, an Elections Appeals Board of three persons with final authority to resolve the issue.

Article VI. Executive Officers

The Board shall appoint such administrative officers as it deems appropriate to carry out the management of the Society's activities.

Article VII. Regions and Sections

The Society encourages and may establish, or recognize, groupings of its members based on geographical regions, areas of interest, or other factors, in accordance with such rules and policies as may be adopted by the Board.
Article VIII. Meetings of Members

A. Regular meetings of members are held every two years at a time and place designated by the Board. The Board may also call special meetings. Reasonable notice of meetings, together with a description of the business to be discussed, shall be given to Society members.

B. Members wishing to place matters into discussion at the membership meeting shall provide written notice to the Executive Officer at least 60 days prior to the meeting.

C. The members of the Society may, by majority vote at the regular membership meetings, cause the Board to submit to vote by the full membership of the Society, any issue within the competence of the Society, including changes in these By-Laws or in the membership of the Board.

Article IX.
 Membership Initiatives

The Board of Directors is obligated to consider any item identified in writing by no fewer than fifteen members in good standing as requiring Board consideration, and to make its conclusions known to the membership.
Article X. Finances
A. The Society shall operate according to annual budgets approved by the Board.

B. The Board shall establish such fees or dues for membership in the Society as it deems appropriate;

C. In addition to membership fees, the Society may solicit and receive such additional grants, special funds, and endowments as it shall deem appropriate;

D. The Board shall provide a written accounting of the Society's finances at each regular membership meeting.

E. The fiscal year of the Society shall be the calendar year.

Article XI. Contracts

The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Society by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

Article XII. Adoption

These By-Laws and Constitution shall be adopted by vote of the members at the first Membership Meeting following approval by the Interim Board. A majority vote of those present shall be sufficient for adoption.
Article XIII. Amendments

A. The Board and the members have the power to amend these Bylaws. Amendments to Articles I, II, IV, XIII, and XIV require an affirmative vote of two-thirds of Board members present at any meeting. Amendments to all other Articles require a majority vote of Board members present and a majority vote of the membership by mail. Notice of proposed amendments must be sent to the membership and must be included in the notice of the meeting. It is in order for the Board to consider and adopt at that meeting any amendments to the Bylaws dealing with the subject matter of the proposed amendment.

B. In the event that 30 or more members in good standing petition the Board to change the By-Laws, the Board must either accept the proposal or submit the proposed change to the membership for its approval. In such event, the Board shall provide equal space to present the arguments for and against the proposed change.

Article XIV. Dissolution

The Society may be dissolved upon the recommendation of the Board, and the concurrence of two-thirds of Society members voting by mail or in person, provided that at least one-half of all members participate in the vote. In the event of dissolution, no member shall receive any portion of the Society's remaining assets or property; the balance of such assets or property remaining after all debts and obligations are paid will be distributed to one or more other nonprofit organizations.
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