New By-Laws for the ANS

For the last year the ANS Advisory Committee has been working on new by-laws. The following report has been submitted to the Fellows by the Committee’s Chairman Douglass F. Rohrman, and the Chairman of the Governance Committee, Council member Peter K. Tompa. The editor of the ANS Magazine has decided to print the full text of the draft of the By-Laws to share this information with all members.

To: ANS Fellows and Associate Members
From: Douglass F. Rohrman, Chairman, ANS Advisory Committee; and Peter K. Tompa, Councilor and Chairman of the Governance Committee.
Re: Proposed ANS By-Law Changes October 19, 2002

1. Background.

The ANS Advisory Committee, the ANS Council and many of our colleagues and volunteers have worked for about a year on updating and revising the By-Laws and Constitution of ANS into a restated set of By-Laws.

The Council and Committee present them for your consideration and recommend their adoption.

2. Why New By-Laws?

First, A cursory glance at headlines makes clear that a new era has dawned in corporate governance. Numerous public revelations in the past two years of poor management and abuse of fiduciary duties among for-profit corporate organizations suggest the necessity of periodic reviews of not-for-profit governance procedures as well. Even without these developments, the Council decided in 2001 that ANS, not unlike other organizations, must undertake an objective review of the way it does its formal business. The law requires strict adherence to fiduciary duties of those you choose to govern your Society. The rules that define, in part, those fiduciary duties should be set forth clearly in the By-Laws. Your Advisory Committee and Council seek to define the ground rules more clearly, more effectively and pragmatically. This new document updates ANS corporate governance, without making revolutionary changes to the rights and obligations of the old By-Laws and Constitution. The new By-Law draft deletes many relatively unimportant details, such as hours of opening, dollar amounts for dues, and procedural rules some of which were last considered in 1907, and concentrates on effective, fair and open governance in light of 21st Century issues.

Second, ANS Fellows have questioned the procedures by which ANS is governed. The ANS Advisory Committee and Council engaged in hours of discussion and debate in the past year that have led to many compromises in crafting a new By-Law system by which ANS can be governed more pragmatically and effectively.

Third, no longer will one have to review two documents to determine ANS governance. Technically, the use of two, sometimes contradictory, documents, much of which were derived from 19th century drafts, is no longer pertinent to the challenges facing ANS in the 21st century.

Fourth, and perhaps most important, ANS has been in various stages of crisis for the last few years. This is a volunteer organization with a fabulous heritage in its collections and library. ANS relies on support from many people. Those volunteers support the Society in a variety of ways: financially, in numismatic expertise, and business acumen. While there are excellent prognostications for a strong future, the Society can no longer rely on the generosity of a few persons for support. These new By-Laws allow for not only accountability and responsible, systematic, governance, but also, flexibility in governance and procedures in which the best volunteers and supporters may be recruited and called on for advice and expertise. The By-Laws allow for new volunteers to come from a variety of sources. The language allows the best means for realization of the most important governance goal, the ANS Long-Range Plan. That ambitious Plan must have the best leaders now and in the future if the Society is to enhance and grow curatorial positions and collections, enhance, grow and continue to modernize the library, full operation of an ANS website, ANS educational activities and publications, and establish new home for ANS and a new, fully accredited public museum facility. By-Law changes are not a panacea. Hard-working Officers, Trustees and other volunteers, Fellows, and Associate Members and the ANS Committees must assist the Executive Director, Curatorial and Library staff and work on tasks that implement the Long-Range Plan and Society events with the best possible set of rules that define those onerous duties.

3. What We Are Asking Fellows To Do From Here. We ask that each Fellow review the By-Law draft before you. We urge and welcome your thoughts and critiques. Please comment directly to Peter Tompa, the Chairman of the Council Governance Committee [ptimpa@mwe.com] and Doug Rohrman, the Chairman of the ANS Advisory Committee [drohrman@lordbissell.com], (see addresses below) with copies to Ute Wartenberg Kagan at the ANS. Your comments should be received, at the very latest, by January 3, 2003 to be collected, reviewed and considered by the Advisory Committee in January 16, 2003 at its meeting in New York. Thereafter, if further amendments are recommended, such language may be considered by the Council for a final recommendation to the Fellows. The plan is to present the By-Laws for adoption, and simultaneous restatement of the old Constitution and By-Laws by the Fellows at a special meeting in 2003.

4. Highlights in the New By-Law Draft. We call to your attention several significant changes for your review and understanding.
a. the definition of Fellow (never before defined): Art. III(1);
b. increase in the number of Fellows from 200 to 225: Art III(1);
c. creation of a class of Honorary Life Fellows: Art III(7);
d. a Board of Trustees replaces the present Council: Art V (1-2);
e. Associate Members as well as Fellows can serve as Trustees [as long as they have characteristics set forth in Art III (1)]: Art V(2);
f. certain terms limits and a hiatus period is set for Trustees and certain conflicts of interest are under the jurisdiction of the Board, with recusal of the interested party: Art V(2) and (9);
g. the Executive Director sits ex-officio without a vote on the Board and most committees: Art. V (2);
h. the Executive Committee is given new powers, with checks and balances: Art V(11);
i. the Nominating and Governance Committee is given new powers for the orderly nomination and election of Fellows, Trustees and Officers, with certain checks and balances, and consideration of nominees’ qualifications and characteristics, including those in Art III(1): Art V (12);
j. non-Trustees are allowed to serve on certain ANS operational committees: Art VII(1) [the Advisory Committee will begin reviewing a plan of revitalization of ANS committees to provide meaningful forums for focused scholarly emphasis];
k. the Executive Director is delegated staff authority, except in certain key head curatorial and chief library positions: Art VIII(1-3);
l. the Board of Trustees sets dues: Art XIII
m. Fellows must approve all By-Law changes by a majority of those present on due notice: Art XVI.
Respectfully Submitted,

Douglass F. Rohrman
drohrman@lordbissell.com
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, IL 60603

Peter K. Tompa
ptompa@mwe.com
McDermott, Will & Emery
600 13th Street NW
Washington, D.C. 20005

ANS Council’s Recommendation to the Fellows from a Meeting of the Council Held on October 19, 2002 in New York

BY-LAWS OF THE AMERICAN NUMISMATIC SOCIETY

NAME AND OFFICES

The name of this organization shall be The American Numismatic Society. The principal office of the Society shall be in the State of New York and it shall be located in the City and County of New York.

The Society shall maintain in the State of New York a registered office, and a registered agent whose office is identical with the registered office, as required by the New York Not-For-Profit Corporation Law. The registered office may be, but need not be, identical with the principal office in the State of New York, and the address of the registered office may be changed from time to time by the Board of Trustees.

OBJECT AND MISSION

The object and mission of the Society shall be the creation and maintenance of the preeminent national institution advancing the study and public appreciation of coins, currency, medals, orders and decorations, and related objects of all cultures as historical and artistic documents; by maintaining the foremost numismatic collection, museum, and library; by supporting scholarly research and publications; and, by sponsoring educational and interpretive programs for diverse audiences.

MEMBERS

Classes and Election of Members

The Society shall have the following two classes of Members: Fellows (including Life Fellows and Honorary Life Fellows) and Associate Members. There shall be a maximum total membership of two hundred and twenty-five (225) Fellows. Fellows shall be elected by the Board of Trustees in accordance with procedures set forth in these By-Laws. Fellows shall be elected at the regular annual Board of Trustees’ meeting and at special meetings of the Board of Trustees called for that purpose from persons nominated by the Nominating and Governance Committee, pursuant to the procedures set forth in Article V Section 12(b) hereof, as having the following exemplary personal and professional qualifications and characteristics: numismatic scholars and those devoted to advancement of numismatics; philanthropists and financial benefactors of the Society and those giving the Society the benefit of their time and expertise; experts in museum and library administration, education, development and public service. Any person of good character from the public is eligible to be an Associate Member upon application and approval of the Board and payment of dues and shall be entitled to rights and privileges published from time to time. The Board may, in its discretion, create other non-voting membership classes as it deems advantageous to the Society.

Voting Rights

Each Fellow shall be entitled to one vote on each matter submitted to a vote of the Fellows. Associate Members shall have no right to vote on any matter before the Society, unless otherwise set forth herein.

Termination of Membership

(a)The Board of Trustees, by affirmative vote of two-thirds (2/3) of the entire Board may suspend or terminate the membership of a Fellow or an Associate Member for cause, including dishonorable conduct, or actions inimical to the best interests of the Society, or such other cause which the Board deems good and sufficient, by setting forth in a written notice, with reasonable specificity, the reasons for such suspension or expulsion. If written demand is made within ten (10) days of the receipt of such notice of suspension or termination, the Fellow or Associate Member shall be entitled to the opportunity for a due process appeal, before at least three (3) Trustees set at a reasonable time and place in the City of New York. The Board may establish such procedures as it deems appropriate for the conduct of any such hearing.

(b)The membership of any Fellow or Associate Member may be terminated on sixty (60) days’ written notice for failure to pay dues.

Resignation

Any Fellow, Honorary Life Fellow or Associate Member may resign by filing a written resignation with the Secretary, but resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid.

Reinstatement

Upon written request signed by a former Fellow or Associate Member and filed with the Secretary, the Board of Trustees may, by the affirmative vote of two-thirds (2/3) of the members of the Board then present, reinstate the former Fellow, subject to the numerical limitations herein; an Honorary Life Fellow or Associate Member may be reinstated to membership upon such terms as the Board of Trustees may deem appropriate.

Transfer of Membership

Membership in the Society is not transferable or assignable.

Honorary Life Fellows

The Board of Trustees shall have the power from time to time to designate persons as Honorary Life Fellows from those candidates deemed to have provided significant and exceptional aid, service and support to the object and mission of the Society. Honorary Life Fellows shall have the rights of Fellows and may attend Board of Trustees’ meetings.

MEETINGS OF FELLOWS AND ASSOCIATE MEMBERS

Annual Meeting of Fellows and Associate Members

An Annual Meeting of the Fellows and Associate Members shall be held for the purpose of the election of Trustees by the Fellows, pursuant to Article V Section 2 hereof, and for the transaction of such other business as may come before the meeting including the delivery and receipt of reports of the President, Secretary, Treasurer and Executive Director. The day fixed for the Annual Meeting shall be designated by the Board of Trustees as set forth herein. If the election of Trustees shall not be held on the day designated for any annual meeting or at any adjournment of the annual meeting, the Board of Trustees shall cause the election to be held at a Special Meeting of the Fellows as soon after as is convenient upon reasonable notice. Associate Members may attend such meeting, but shall not be entitled to vote, nor shall their attendance contribute to quorum requirments.

Special Meetings

Special Meetings of the Fellows may be called by the President, the Board of Trustees, or not less than one-fifth (1/5th) of the Fellows (excluding Honorary Life Fellows), to consider any action that the Fellows are permitted to take. Notice of any such Special Meeting shall be given as provided herein, and such meetings shall have the same status as the Annual Meeting, except for the purpose of amending the Articles of Incorporation and By-Laws. Motions made by Fellows, if properly seconded, shall be put to a vote, which shall be binding on the Board of Trustees.

Place of Meeting

The Board of Trustees may designate any place, either within or outside of the State of New York, as the place of meeting for any Annual Meeting of Fellows and Associate Members or for any Special Meeting of Fellows called by the Board of Trustees. If no designation is made or if a Special Meeting be otherwise called, the place of meeting shall be the principal office of the Society.

Notice of Meetings

Written or printed notice stating the place, day and hour of any meeting of Fellows shall be delivered, either personally or sent by mail, express mail courier or electronically, to each Fellow entitled to vote at such meeting at his or her address as shown in the records of the Society, not less than thirty (30) days nor more than one (1) year before the date such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In the case of a Special Meeting, or when required by statute or by these By-Laws, the purpose(s) for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Fellow, with postage thereon prepaid. Any Fellow may waive notice of a meeting. The attendance of any Fellow at any meeting shall constitute waiver of notice of such meeting, except where a Fellow attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Action by Fellows Without a Meeting

Any action required to be taken at a meeting of the Fellows, or any action which may be taken at a meeting of Fellows, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by at least seventy-five percent (75%) of the Fellows entitled to vote with respect to the subject matter of the action.

Quorum

Nine (9) Fellows, present in person or by proxy, at any meeting of Fellows shall constitute a quorum at such meeting. If a quorum is not present at any meeting of Fellows, a majority of the Fellows present may adjourn the meeting without further notice.

Proxies

At any meeting of Fellows, a Fellow entitled to vote may vote by proxy, executed in writing and not revoked prior to such meeting, by the designated Fellow or by his authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in such proxy. The form and delivery of proxies shall be in accordance with New York law.

Voting by Mail or Other Means

Any election of Trustees or other matters may be conducted by mail, electronic media or other means, in such manner as the Board of Trustees shall determine, as consistent with these By-Laws.

BOARD OF TRUSTEES

General Powers

The adoption of policies and the conduct of business and affairs of the Society shall be the responsibility of the Board of Trustees. The Board shall work on behalf of the Society in consultation and coordination with the Executive Director pursuant to these By-Laws, and the Society’s Articles of Incorporation, to attain and maintain the objects and mission of the Society, to provide financial and development support and guidance, and communicate regularly matters of importance to Fellows and Associate Members. Trustees need not be residents of the State of New York or United States citizens.

Number, Tenure and Qualification

Pursuant to Article IV Section 1, the Fellows shall elect Trustees who shall be nominated for election and who shall be Fellows or Associate Members, having those personal and professional characteristics set forth in Article III Section 1 hereof. These nominations for which derived from the Nominating and Governance Committee pursuant to the procedure set forth in Article V Section 12(b) hereof. There shall be no numerical limit on the number of Trustees. Trustees who were members of the Society’s Council as of June 1, 2002 shall serve as Trustees according to the By-Law class schedules in effect at that time, until their terms thereunder expire. If, in the opinion of the Board of Trustees, the President or a Trustee has not had sufficient time to complete a project on behalf of the Society, then such person’s term, including hiatus periods, may be extended. The affirmative vote of two-thirds (2/3) of the Trustees present at a duly constituted meeting must approve any such extensions. Trustees elected after June 1, 2002 shall be divided into three (3) classes with staggered terms, so that approximately one-third (1/3) of the Board is elected annually. Each Trustee, excepting those who were members of the Society’s Council as of June 1, 2002 and other than the President and past Presidents of the Society, and those extended by the Trustees, shall hold office for a period of no more than three (3) consecutive three (3) year terms, until the relevant annual meeting of Fellows and until his or her successor shall have been elected and qualified. A Trustee rotating off the Board of Trustees may not serve again as Trustee for a period of one (1) year from the end of a term. The Executive Director shall be an ex-officio, non-voting member of the Board of Trustees, subject to Article VIII hereof, but to which term rules and appointment shall not apply.

Regular Meetings

A regular annual meeting of the Board of Trustees shall be held without other notice than this By-Law, immediately after, and at the same place as, the Annual Meeting of Fellows and Associate Members. An agenda for each such meeting shall be published in print or electronically prior to such meeting and made available to Fellows. Other special meetings of the Board of Trustees may be held periodically throughout the year pursuant to Article IV Section 4 by electronic or other means. The Board of Trustees may provide by resolution the time and place, either within or outside of the State of New York, for the holding of additional regular meetings of the Board.

Special Meetings

Special Meetings of the Board of Trustees may be called by or at the request of the President or any two (2) Trustees on notice set forth herein. The persons authorized to call Special Meetings of the Board of Trustees shall fix the time and place of any such meeting.

Notice of Special Meetings

Notice of any Special Meeting of the Board of Trustees shall be given at least ten (10) days before the date of such Meeting by written notice delivered personally or sent by mail, express mail, courier, or electronically to each Trustee at his or her address as shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Trustee may waive notice of any Meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such Meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any notice of a Special Meeting of the Board of Trustees shall specify the purpose and the business to be transacted at such meeting.

Quorum

One-third (1/3) of the entire Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Trustees are present at the meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

Manner of Acting

Each Trustee shall have one vote. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by applicable law or by these By-Laws. There shall be no vote cast by proxy at meetings of the Board of Trustees.

Resignation; Removal; and Vacancies

A Trustee may resign at any time, by giving written notice to the President. The Fellows, by an affirmative two-thirds (2/3) vote exercised at a duly constituted Annual Meeting or Special Meeting of the Fellows, may remove a Trustee for cause, which may include dishonorable conduct or other actions inimical to the best interests of the Society setting forth in a written notice, with reasonable specificity, the reasons for such removal. If written demand is made within ten (10) days of the receipt of such notice of removal, such Trustee shall be entitled to the opportunity to appear before at least three (3) Trustees set at a reasonable time and place in the City of New York to appeal such action. The Board may establish such procedures as it may deem appropriate for the conduct of any such hearing. Any vacancy occurring in the Board of Trustees, and any Trustee position to be filled by reason of an increase in the number of Trustees may be filled by the Board of Trustees until the next Annual Meeting of the Society. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Compensation; Conflicts

Trustees as such shall not receive any stated salaries for their services, but nothing contained herein shall be construed to preclude any Trustee from serving the Society in any other capacity and receiving compensation directly or indirectly on due notice to the Board of Trustees. Trustees having actual or apparent conflicts shall recuse themselves from deliberations and voting on matters giving rise to such conflict.

Action by Trustees Without a Meeting

Any action required in these By-Laws or under applicable law to be taken at a meeting of the Board of Trustees, or any action which may be taken at a meeting of the Board of Trustees, may be taken without a meeting if a consent in writing or by teleconference or electronic means, setting forth the action to be taken, shall be verified by eighty percent (80%) of the Trustees.

Executive Committee

The Executive Committee shall be a standing committee of the Board of Trustees and shall consist of the President and at least three members of the Board of Trustees appointed by the President annually. The Executive Director shall be an ex-officio, non-voting member of the Executive Committee, subject to Article VIII hereof, but not subject to term limits or appointment. The Executive Committee shall meet in periods between meetings of the Board of Trustees from time to time upon reasonable notice, or by conference call or other means. The Executive Committee shall possess all powers, rights and responsibilities of the Board of Trustees as to the administration, but not the policies or strategic plan, of the Society and may take action in the stead of the Board of Trustees, with the exception of: (i) the election, appointment or removal of Fellows, Officers, and Trustees, which shall be functions vested in the Fellows and Board of Trustees; (ii) the amendment of the Society’s policies or strategic plan, which shall be vested in the Board of Trustees; and (iii) the amendment of the Society Mission Statement, Articles of Incorporation, or By-Laws, which shall be functions vested in the Fellows. The Executive Committee shall maintain and publish minutes of its deliberations and actions.

Nominating and Governance Committee

(a)The Nominating and Governance Committee of the Board of Trustees shall be a standing committee of the Board of Trustees and shall consist of five (5) Trustees, and the President. The Executive Director shall be an ex-officio, non-voting member of this Committee, subject to Article VIII hereof, but not subject to term limits or appointment. The Nominating and Governance Committee shall solicit, consider and nominate to the Board of Trustees persons to stand for election as Officers, or for persons to stand for election to the Board of Trustees, or for persons to stand for election to become Fellows. Such nominees shall possess qualifications that would make them suitable for service in those capacities, which shall include numismatic scholarship, collecting interests, financial support, provision of service to the Society, expertise in museum and library administration, and the advancement of public interest and awareness as set forth in the Object and Mission set forth in Article II hereof and in accordance with the characteristics set forth in Article III Section 1, or for persons to be designated as Honorary Life Fellows, based on applications, petitions or information from any source. This Committee shall be responsible for the calculation of the number of Fellows in advance of each Annual Meeting.

(b)The Nominating and Governance Committee shall, at least ninety (90) days prior to the Annual Meeting, file its report with the Executive Director, naming the persons nominated for election, as Fellows, Trustees and Officers and those designated as Honorary Life Fellows. The Executive Director shall forthwith post the report of the Nominating and Governance Committee on the Society website and in other appropriate documents for such meetings. At any time prior to sixty (60) days before the Annual Meeting, additional nominations for positions as Fellows, Trustees and Officers and Honorary Life Fellows to be voted on at such Annual Meeting may be submitted in writing to the Executive Director by at least ten (10) Fellows. The Executive Director shall include in the notice of the Annual Meeting the report of the Nominating and Governance Committee and also a complete list of any other nominations duly filed. No nominations shall be made from the floor at the Annual Meeting or at any other meeting, except upon the unanimous consent of the Fellows in attendance.

ARTICLE VI – OFFICERS

Officers

The Officers of the Society shall consist of a president, one or more vice-presidents (the number to be determined by the Board of Trustees), a secretary, a treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Trustees may elect or appoint the other Officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, to have the authority and to perform the duties prescribed by the Board of Trustees. Any two or more offices may be held by the same person. The Executive Director of the Society shall be an Officer, who serves in accordance with Article VIII hereof.

Election and Term of Office

The Officers of the Society shall be elected annually by the Board of Trustees at the regular annual meeting of the Board of Trustees from a slate of persons nominated by the Nominating and Governance Committee or from written nomination. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is practicable. New offices may be created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his or her successor shall have been elected and duly qualified. There shall otherwise be no term limits for individuals serving as Officers.

Removal

Any Officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Society would be served by his or her removal; such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Vacancies

A vacancy in any office caused by death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees for the unexpired portion thereof.

President

The President shall be the principal executive officer of the Society and shall supervise and control all of the business and affairs of the Society in consultation and coordination with the Trustees and Executive Director in accordance with these By-Laws. The President shall preside at all meetings of the Fellows and of the Board of Trustees. He or she shall designate, unless otherwise set forth in these By-Laws, committee members and chairpersons, with special attention to the Committees pertaining to the ANS collection and library. The President may sign, with the Secretary or any other proper Officer of the Society authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Trustees or by these By-Laws or by statute to the Executive Director or some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees.

Vice-President(s)

In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the numerical order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-president shall perform such other duties as may be assigned to him or her by the President or by the Board of Trustees.

Treasurer

The Treasurer, in coordination with the Executive Director, shall have charge and custody of, and be responsible for, all funds and securities of the Society; receive and give receipts for monies due and payable to the Society from any source, and deposit all such monies in the name of the Society in such banks, trust companies or other financial institutions as shall be selected in accordance with the provisions of these By-Laws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President or by the Board of Trustees. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board of Trustees shall determine.

Secretary

The Secretary shall keep the minutes of the meetings of the Fellows and of the Board of Trustees in books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by statute; shall be custodian of the Society’s corporate records and of the seal of the Society; and may affix the seal to all documents, whose execution under seal on behalf of the Society is authorized in accordance with the provisions of these By-Laws; and, shall keep a register of the mailing address of each member that shall be furnished to the Secretary by that member. The Secretary shall perform all duties incident of the office of Secretary and such other duties may be assigned by the President or by the Board of Trustees.

Assistant Treasurers and Assistant Secretaries

The Assistant Treasurers and Assistant Secretaries may be employees of the Society and, in general, shall perform the duties assigned to them by the Executive Director, President, Treasurer, Secretary or the Board of Trustees. If required by the Board of Trustees, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Trustees shall determine.

COMMITTEES

Committees of The Board of Trustees

Other than the Executive Committee, as set in Article V Section 11 and the Nominating and Governance Committee, as set forth in Article V Section 12, the Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more committees, including the Finance Committee, and the Operations and Administrative Committee, each of which shall consist of two or more Trustees and members drawn from Fellows, Associate Members or others having interest and qualifications unique to the tasks and matters considered by such Committees. Such Committees, to the extent provided in the resolution, shall have and exercise the authority given them by the Board of Trustees in making recommendations as to the management of the Society; but subject to the Executive Committee’s authority set forth in Article V Section 11 hereof, that neither the Nominating and Governance Committee nor any other Committee shall have the authority of the Board of Trustees as relates to: electing, appointing or removing the Executive Director, any Trustee, Fellow, Officer or member of any such committee; amending the By-Laws or the Articles of Incorporation, which power shall be vested in the Fellows; adopting a plan of merger or adopting a plan of consolidation with another institution; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Society; authorizing the voluntary dissolution of the Society or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Society; or amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by the committee.

Other Committees

Other committees, including Library and Curatorial committees of the Society, or ad hoc Committees or task forces, may be designated by a resolution adopted by the Trustees present at a duly constituted meeting, provided that such other Committees shall not have or exercise the authority of the Board in the Management of the Society. Except as otherwise provided in the resolution, members of the Library and Curatorial committees shall be Fellows or Associate Members of the Society. The President of the Society shall appoint the members of the committees. Any committee member may be removed by the President or Board of Trustees whenever in his or her, or their judgment the best interests of the Society shall be served by such removal.

Term of Office

Each member of a committee shall continue as a member until the next annual meeting of the Board of Trustees and until his or her successor is appointed, unless the committee shall be terminated sooner, or unless the member be removed from the committee or shall cease to qualify as a member of the committee.

Chair Person

One member of each committee shall be appointed chair by the President, with the approval of the Board of Trustees.

Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Quorum

Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Rules

Each committee may adopt rules for its own governance not inconsistent with these By-Laws, or with rules adopted by the Board of Trustees, provided that minutes of deliberations and actions shall be maintained.

STAFF

Staff.

The staff of the Society shall consist of the Executive Director and other staff members including the librarian, curators, a director of development and such other staff as determined by the Board of Trustees and others appointed and hired by the Executive Director, with the exception of curators and the Chief Librarian, who shall only be hired with the advice and consent of the Board of Trustees. The staff shall report to the Executive Director.

Executive Director.

The Executive Director shall be an employee of the Society, who shall implement the policies and decisions of the Board of Trustees, and shall serve upon the terms and conditions, including compensation, pursuant to a contract negotiated by the Board of Trustees and its designees. The Executive Director shall be an ex-officio and non-voting member of the Board of Trustees and all Committees of the Society.

Executive Director Accountability.

The Executive Director shall regularly present information to the Board of Trustees and the Fellows pertaining to: the object and mission of the Society, his or her implementation of Society goals and plans; the state of the Society’s business and affairs; and, other matters respecting the Society finances, assets, and membership. The performance of the Executive Director shall be subject to annual critical performance review by the Board of Trustees.

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Contracts

The Board of Trustees may authorize the Executive Director, any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these By-Laws, 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 specific instances.

Checks, Drafts, etc.

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, in amounts from time to time determined by the Board of Trustees, shall be signed by the Executive Director or his or her designee and countersigned as the Board may determine; provided that, all checks, drafts or orders in the amount of $5,000.00 or more shall be signed by the Executive Director and countersigned by persons designated by the Board of Trustees. In the absence of this determination by the Board of Trustees, the instruments shall be signed by the Executive Director, his or her designee, or the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the Society.

Deposits

All funds of the Society shall be deposited to the credit of the Society in the banks, trust companies, depositaries or other financial institutions as the Board of Trustees may select. Such funds may be held in cash or interest bearing form as approved by the Board of Trustees.

Gifts

The Executive Director or Board of Trustees may accept on behalf of the Society, any contribution, gift, bequest or devise deemed advisable or acceptable by the Executive Director or the Board of Trustees for the general purposes, object or mission, or for any special purpose of the Society with appropriate guidelines set by the Board