Article I – OFFICES
The principal office of the National Institute of Social Sciences shall be in the State, City, and County of New York. The National Institute may also have offices at such other places within or without the State of New York as the Board of Trustees may authorize.
Article II – PURPOSES
The purposes of the National Institute of Social Sciences shall be to further advance the field of social sciences through research, lectures, scholarships, and by way of departments, programs, or chapters under the auspices of the National Institute of Social Sciences, and to honor distinguished service rendered to humanity, whether by election to membership in the National Institute of Social Sciences, or by bestowal of Honor Medals and other insignia.
Article III – MEMBERSHIP
Section 1. Qualifications for Membership. A candidate for membership in the National Institute of Social Sciences shall be proposed to the Board of Trustees in writing by a Member who personally knows the nominee. Such proposal shall be filed with the Secretary and shall state the particular services for the benefit of humanity, claimed to have been rendered by the candidate, or the notable achievement in the field of social science upon which such proposal is based. The Board of Trustees shall prescribe the form for nominations of membership. All proposals for membership so received by, or filed with, the Secretary, shall be submitted to the Board of Trustees’ Membership Committee for its study and recommendation to the Board of Trustees.
Section 2. Membership Categories. Persons elected to membership in the National Institute of Social Sciences shall be entitled to vote in Annual Meetings of the Members, and shall be classified as follows:
a, Annual Members, who shall pay dues annually in an amount to be determined by the Board of Trustees, and who may be recognized in accordance with the Board’s dues schedule as Sustaining Members or Benefactor Members;
b. Life Members, who shall pay once an amount to be determined by the Board of Trustees and, having so contributed, need not pay annual dues;
c. Patron Members, whose substantial contributions to the National Institute of Social Sciences comprise the Nation Institute’s endowment in perpetuity; and
d. Honorary Members, recipients of the Gold Honor Medals, from whom no dues are required.
Section 3. Annual Meeting. The Annual Members meeting of the Institute shall be held in May or June of each year, on a date and at a place to be determined by the Board of Trustees; under special circumstances, the Board of Trustees may designate a different month for the AnnualMeeting. Each Member of the National Institute of Social Sciences, having paid dues prescribed, shall be deemed in good standing and be entitled to vote at the Annual Meeting. Not less than 15 calendar days prior to the Annual Meeting, the Secretary shall send a notice, stating the time and place of such Annual Meeting, by the U.S. Postal Service or other courier service, or by e-mail or facsimile transmission, to every Member in good standing, at such Member's address as stated in the membership rolls of the Institute.
Section 4. Special Membership Meetings. A special meeting of the Members of the National Institute of Social Sciences may be demanded in writing filed with the Secretary, by any three Officers of the National Institute or by special resolution of the Board of Trustees. Any such demand or resolution must state the purpose of the meeting. Upon receiving any such demand or notice of a special resolution, in proper form, the Secretary shall cause such request to be sent to the membership by the same means prescribed for the Annual Meeting. Any Member entitled to vote may waive, in writing, the notice herein provided for.
Section 5. Quorum of Members. A quorum at any regular or special meeting of the membership shall consist of the number of Members entitled to cast one-tenth of the total number of votes entitled to be cast.
Section 6. Action by the Members. The vote of a majority of the Members present at a regular or special meeting at which a quorum is present, in person and by proxy, shall constitute an act of the membership.
Section 7. Conflict of Interests Policy. Any potential conflict of interest, which could result in a direct or indirect financial or personal benefit to a Trustee or officer or Member of the National Institute of Social Sciences, shall be disclosed in good faith at the opening of any meeting of the Members, or the Board of Trustees, or Council, or any committee of the Board of Trustees. The interested individual may participate in the information-gathering stage of any discussion, but shall retire from the room in which the meeting is taking place and shall not participate in, or vote on, the final deliberation or decision regarding any transaction or matter in which the individual has declared an interest.
Section 8. Conduct of Meetings. Business at the Annual Members meetings shall be conducted in accordance with Robert’s Rules of Order Newly Revised, and shall include:
a. Notice given by the Secretary of the presence of a quorum;
b. Reading of the minutes of preceding membership meeting;
c. Reports of officers and standing and special committees;
d. Election of Trustees;
e. Old and unfinished business;
f. New business;
Section 9. Annual Meeting. At the Annual Meeting of Members, reports shall be presented by or on behalf of the President, the Treasurer, and the Secretary, on behalf of the Nominating and Finance Committees, and on behalf of such other committees as the presiding officer shall specify. Also, at such meeting, there shall be available an up-to-date statement of the financial condition of the corporation, and an independent written report by a Certified Public Accountant. This report shall contain the following information:
a. The assets and liabilities, including any trust funds of the National Institute of Social Sciences, as of the end of the fiscal period terminating not more than six months prior to the meeting;
b. The principal changes in assets and liabilities, including trust funds, for said fiscal period;
c. All revenues and expenses or disbursements of the corporation during the year;
d. The number of Members of the corporation as of the date of the report, with changes in said number during the preceding fiscal year.
Section 10. Annual Dinner. A dinner of the National Institute of Social Sciences, at which Gold Honor Medals or other insignia may be bestowed, shall be held annually, at such time and place as may be designated by the Board of Trustees or the Council.
Article IV – TRUSTEES
Section 1. Board of Trustees. The affairs of the National Institute of Social Sciences shall be managed by the Board of Trustees, which shall consist of not less than 10 nor more than 36 Members, as may be determined by appropriate resolution of the Board.
Section 2. Term of Trustees. Trustees shall be elected for a term of two years. For the term beginning in 2013, the Council shall assign one-half of Trustee positions to a two-year term and the other half of Trustee positions to a one-year term. Thereafter, every year one half of Trustee positions will be subject to election.
Section 3. Nomination and Election of Trustees. The Nominating Committee shall submit, 60 days before the Annual Meeting, proposed nominations to the Board of Trustees for preliminary approval by the Board, before submitting the names of nominees to the membership. The Nominating Committee shall ensure that there are no conflicts of interests among persons being nominated for election to the Board. Forty-five (45) days prior to the Annual Meeting, the Nominating Committee shall submit to the Secretary the names for election as the next two-year class of Members of the Board of Trustees, together with any nominations to fill any vacancies in either class that have occurred since the last Annual Meeting. The Secretary shall include with each notice of Annual Meeting sent to the voting Membership a written form of proxy. Such proxy shall enable Members to vote in absentia and shall accurately name the candidates selected in the above-described manner. The Secretary shall ensure that voting and tabulating are carried out in an accurate, efficient, and secret manner. At the Annual Meeting, the Presiding Officer, with the approval of the Board, shall appoint three tellers who shall tabulate all ballots received prior to the opening of such Annual Meeting.
Section 4. Increase or Decrease in Number of Trustees. The number of Trustees may be increased or decreased by majority vote of all qualified voting Members or by unanimous vote of the Trustees. No decrease in the number of Trustees shall shorten the term of any incumbent Trustee or Trustees.
Section 5. Vacancies on the Board of Trustees. Vacancies occurring on the Board of Trustees may be filled at any meeting of the Board of Trustees by a vote of not less than two-thirds of the Trustees present. A Trustee elected to fill a vacancy caused by resignation, death, or removal shall hold office for the unexpired term of his/her predecessor.
Section 6. Removal of Trustees. Any Trustee may be removed from the Board for activities inimical to the purposes set forth in the Constitution or these By-Laws. Any Trustee accused of such activity shall receive reasonable, ample, and specific notice of the charges made against him or her, as well as the identity of the person or persons making such charges, and shall be afforded a reasonable opportunity to defend himself or herself against such charges at a Board hearing to be held at such time and place as the Secretary shall specify to the entire Board.
Section 7. Resignation. Any Trustee may resign by tendering a written resignation to the Secretary, who shall present such resignation to the Board.
Section 8. Quorum of Trustees. A quorum for a meeting of the Trustees shall consist of not less than 5 (five) Trustees holding office at the time of the meeting in question; a Trustee may participate in a meeting of the Board by speakerphone and may be counted as present for purposes of a quorum, if said Trustee can hear and be heard on said speakerphone.
Section 9. Real Property Transactions. No purchase or sale of real property shall be made by the corporation except in accordance with the laws of the State of New York applicable to not-for- profit corporations.
Section 10. Action of the Board. Any majority vote of a quorum of Trustees taken at any regular or special meeting shall constitute an act of the Board.
Section 11. Checks, Drafts, etc. In addition to the Treasurer, the Board shall determine who shall be empowered to sign checks, drafts notes, and other orders for the payment of money or delivery of other assets.
Section 12. Place and Time of Board Meetings. The Board may hold its meetings at the office of the National Institute of Social Sciences or at such other places, either within or without the State of New York, as it may from time to time designate.
Section 13. Number of Board Meetings. The Board of Trustees shall meet at least three times each year. A regular meeting of the Board shall be held within six weeks following the Annual Meeting of Members.
Section 14. Notice of Meetings of the Board and Adjournment. A written notice of all regular and special meetings of the Board, and any adjournments of meetings, shall be sent by U.S. Postal Service or other courier, or by e-mail or facsimile, by the Secretary to all members of the Board holding office at the time of such mailing of such notice, and such notice shall specify the time and place of such meetings. In the event a quorum of Trustees is not present at any regular or special meetings, a majority of those Trustees present may fix a date (not less than thirty days thereafter) for holding an adjourned meeting, and notice of the time and place of such adjourned meeting shall be given to all Trustees not present, but not to those present at the time of passage of such resolution of adjournment.
Section 15. Chairman. At all meetings of the Board, the President, or a Vice President, or, in their absence, the Secretary, shall preside.
Section 16. Council and other Committees.
a. Council as an Executive Committee. The President, the Vice Presidents, the Secretary, and the Treasurer shall constitute the Council as an executive committee. In the absence of a contrary resolution by the Board, the Council may take actions, not inconsistent with resolutions of the Board, as it shall, by majority vote, decide are in the best interests of the National Institute of Social Sciences. One-half of the membership of the Council shall for all purposes form a quorum. The Council shall deliberate in accordance with Roberts Rules of Order Newly Revised. Except as provided by the Constitution, the Board may by appropriate resolution limit the functions of the Council. The Council shall promptly submit to the Board a report of any actions taken by it or recommendations made by it, provided that acts aside from ordinary operations of the National Institute of Social Sciences, shall be subject to approval or ratification of the Board, as the case may be.
b. Nominating Committee. At least 90 days prior to the election of Trustees at the Annual Meeting of Members, the President, with the approval of the Board, shall appoint a Nominating Committee consisting of not less than three Members, the Chairman of which shall be a member of the Board of Trustees, to nominate candidates for election to the Board of Trustees at said Annual Meeting, and for the election of officers by the Board at the next Board meeting. The President shall be an ex officio Member of the Nominating Committee.
c. Finance Committee. The President, with the approval of the Board, shall appoint a Finance Committee to consist of not more than three members of the Board of which the Treasurer shall be one and at least one Member of which shall not be a member of the Executive Committee. It shall be the duty of this Committee, subject to the approval of the Board, to supervise the finances and investments of the corporation; to review the Treasurer’s proposed annual budget for each fiscal year for presentation to the Board prior to the commencement of such year and to perform such other similar duties as may from time to time be assigned to it by the Board.
d. Audit Committee. The President, with the approval of the Board, shall appoint an Audit Committee, composed of three Members.
e. Medals Committee. The Medals Committee shall consist of five Members, at least three of whom shall be members of the Board, appointed annually by the President with the approval of the Board. The President shall each year submit a list of at least 20 possible candidates for each year’s Gold Honor Medal to the Medals Committee for its approval, following which the list shall be submitted to the Board for its approval. Following approval by the Board, the President shall draw from the list a balanced set of at least three Honorees per year.
f. Other Committees. The Board of Trustees may, by appropriate resolution, create such other committees as it deems advisable, for scholarships, programs, and chapters. The President, with the approval of the Board, shall appoint the members of such committees and shall be an ex officio member thereof.
Article V – OFFICERS
Section 1. Officers, Election, Term. The Board shall elect a President; one or more Vice Presidents, (the number of Vice Presidents shall be determined by the Board), a Secretary, and a Treasurer. The Board of Trustees may also elect, from time to time, a Chairman or Chairwoman, who shall be an ex officio member of the Board. The Board may also, from time to time, in its discretion, elect an Honorary Chairman or Chairwoman and other Honorary Officers. The Board may also elect one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as it deems fit, all of which Officers shall have such duties, powers and functions as are hereinafter provided for. All Officers shall be elected for a one-year term at the first meeting of the Board following the Annual Meeting of the membership, provided that each Officer's term shall be extended until his or her successor shall have been elected or appointed. Any Officer may be removed from the Board for activities inimical to the purposes set forth in the Constitution or these By-Laws. Any Officer accused of such activity shall receive reasonable, ample and specific notice of the charges made against him or her, as well as the identity of the person or persons making such charges, and shall be afforded a reasonable opportunity to defend himself or herself against such charges at a Board hearing to be held at such time and place as the Secretary shall specify to the entire Board.
Section 2. Chairman or Chairwoman. When elected by the Board, this Officer shall preside
over the Annual Meeting and undertake such other duties as the Board may, from time to time, prescribe.
Section 3. President. The President shall be the Chief Executive Officer of the National Institute of Social Sciences. He or she, or, in the President’s absence, one of the Vice Presidents, shall preside at all meetings of the Members and of the Board. The President shall appoint the chairman or chairwoman and all members of any committees of the Board of Trustees or of the membership of the National Institute of Social Sciences, subject to the approval of the Board of Trustees. He or she shall have charge of the general management of the affairs of the National Institute of Social Sciences, and shall perform such other duties and functions as the Board shall direct. The President, or in his or her absence, a Vice President or other Officer designated by the President, shall be an ex officio member of all committees.
Section 4. Vice President. During the absence or disability of the President, the Vice President, or, in the event the Board elects more than one Vice President, the Vice President designated by the President or the Board of Directors, or the Secretary, shall have all the powers, duties, and functions of the President.
Section 5. Treasurer. The Treasurer shall have the care and custody of all of the funds, securities, and other assets of the National Institute of Social Sciences, and shall deposit said funds and securities, in the name of the National Institute, in such bank or trust company as the Trustees shall designate. The Treasurer and President shall prepare and submit to the Board of Trustees an annual budget for the National Institute of Social Sciences. The Treasurer shall at reasonable times exhibit his or her books and accounts to any Trustee making request, upon reasonable written notice. At the end of each fiscal year, a report of the accounts of the National Institute shall be made by a Certified Public Accountant appointed by the Board, who shall present his/her written report at the Annual Meeting of the Members. Promptly after completion of said report, the Treasurer shall present an annual report setting forth the financial condition of the National Institute and other facts deemed relevant.
Section 6. Assistant Treasurer. During the absence or disability of the Treasurer, the Assistant Treasurer, or if there be more than one, the Assistant Treasurer designated by the Board, shall assume the powers, duties, and functions of the Treasurer.
Section 7. Secretary. The Secretary shall keep the minutes of meetings of the Board of Trustees, the Council, and of the membership and shall have custody of the Great Seal of the National Institute of Social Sciences. He or she shall attend to the giving and serving of all legal notices of the National Institute, and shall have charge of such books, records, and papers as the Board of Trustees shall direct. The Secretary shall perform all duties incidental to the office, and the Secretary or his or her designee shall maintain an appropriate roll setting forth the names, classifications, addresses, and other contact information of all the Members of the National Institute.
Section 8. Assistant Secretaries. During the absence or disability of the Secretary, the Assistant Secretary, or, if there be more than one, the one so designated by the Secretary or by the Board, shall assume all the powers, duties, and functions of the Secretary.
Section 9. Sureties and Bonds. Should the Board so require, any Officer or agent of the National Institute shall post or cause to be posted, in favor of the National Institute, a surety bond, in such sum and posted by such a corporate surety or sureties as the Board my direct, conditioned upon said Officer's or agent's faithful performance of his duties.
Article VI – FINANCES
Section 1. Investments and Expenditures. All monies and assets of the National Institute of Social Sciences shall be held and may be invested, sold, or otherwise realized upon or expended for any purpose of the Institute, without distinction as to principal or income, as the Board of Trustees shall direct, with the exception that, under normal circumstances, only income shall be expended from funds collected from Life Memberships and undesignated Endowment Funds.
Section 2. Dedicated Funds. The Board of Trustees may in its discretion authorize one or more special projects or activities designed to carry out a specific program germane to the purposes of the National Institute and may also, in its discretion, set apart in the books of the Institute, from time to time, specific amounts of its assets to finance any such project and to be expended for that purpose at the direction of the Board of Trustees, or, if the Board determines, at the discretion of any Special Committee appointed to oversee or carry out such project.
Section 3. Receipt of Gifts. Board of Trustees may at its discretion authorize the National Institute to accept, from time to time, gifts from institutional patrons, and grants from foundations, corporations, government agencies, or other entities or individuals.
Article VII – THE GREAT SEAL OF THE NATIONAL INSTITUE OF SOCIAL SCIENCES
Section 1. The Great Seal of the National Institute of Social Sciences. The Great Seal of the National Institute of Social Sciences shall be circular in form and about two inches in diameter. It shall bear in the center the Figure of Fame resting on a Shield and holding a wreath of laurel, as same appears on the Gold Honor Medal of the Institute. The Shield shall bear the name of the Corporation "NATIONAL INSTITUTE OF SOCIAL SCIENCES". The margin shall bear the words "INCORPORATED BY ACT OF CONGRESS JANUARY 28, 1899," which is the date of the original incorporation of the American Social Science Association, which incorporation was subsequently transferred by the Congress to the National Institute of Social Sciences, on June 16, 1926. Beneath this section is a photographic copy of said Great Seal, to wit:
Section 2. Possession of the Great Seal. The Secretary of the National Institute of Social Sciences shall have the custody of the Great Seal of the National Institute.
Article VIII – ADOPTION AND AMENDMENTS
Section 1. Adoption of By-Laws. These By-Laws shall be deemed adopted when approved by a majority of a quorum of the voting Members present in person or by proxy at any Annual or Special Meeting of the Members of the National Institute of Social Sciences.
Section 2. Amendment of the By-Laws. Any By-Law may be amended or repealed by a majority vote of Members present at any regular or special meeting of the Members at which an amendment or repeal of any By-Law is duly presented. Amending or repealing resolutions shall set forth verbatim the complete text of all said proposed amendments.
Section 3. Text of a Proposed Amendment. The complete text of any amendment, proposed by any Member or group of Members, other than by the Board of Trustees or the Council, to amend or repeal any By-Law shall be submitted in writing to the Secretary not less than thirty days prior to the mailing of the notice of the regular or special meeting of the Members, and shall be signed by not less than 15 percent of the total of all Annual and Life Members
Section 4. Legal Foundations. When proposing amendment to the By-laws, reference shall be made, as appropriate to the legal foundations of the National Institute of Social Science, to wit: The National Institute of Social Sciences was derived from the American Social Science Association, which was organized on October 4, 1865, in Boston, and thereafter constituted as a corporation by an Act of Congress on December 5, 1898, duly signed by President William McKinley, on January 28, 1899; and thereafter the National Institute was set up as a Department of the American Social Sciences Association on December 12, 1912, and assigned its present name and status as a Congressionally created corporation by an Act of Congress on December 7, 1925, duly signed by President Calvin Coolidge on June 16, 1926, empowering the National Institute to hold its Annual Meetings, report annually to the Librarian of Congress, receive bequests and donations in trust, and invest the same for the furtherance of the interests of the social sciences, and conduct its program. Having adopted its initial Constitution on February 4, 1927, and its initial By-laws on April 5, 1927, and having duly amended them on February 24, 1993, on January 16, 1996, and on May 25, 2011, the National Institute comprehensively revised its Constitution and By-Laws at its Annual Meeting in September of 2012.
Article IX – CONSTRUCTION
Section 1. Construction. If there be any conflict between the provisions of the Acts of Congress constituting the National Institute of Social Sciences, or the Constitution of the National Institute of Social Sciences, and these By-Laws, then the provisions of the Acts of Congress and the Constitution shall govern.
Amended: Annual Meeting of 2012, September 2012.