Constitution and Bylaws
George Santayana Society
Adopted by the Executive Committee, August 1, 2013
ARTICLE I Purpose
The purpose of the George Santayana Society is to promote study of and communication about the philosophy and writings of Spanish/American thinker George Santayana (1863-1952).
ARTICLE II Tax-exempt Status and Activities Forbidden Thereby
The George Santayana Society (GSS) is organized exclusively for charitable, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of GSS shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the organization 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 the purpose clause (Article I) hereof. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE II Members, Fellows, and Subscribing Institutions
Any person agreeing to the purpose of the Society will be admitted to membership. Each individual member shall have one vote in all business meetings and email or mail ballots of the Society at large.
Any association, center, or institute agreeing to the purpose of the Society may be admitted to non-voting membership at a special annual rate.
Members are expected to pay annual dues. Annual dues shall be fixed by vote of the Society at the annual business meeting on recommendation of the Executive Committee. Different categories of membership may be established by the Executive Committee and will be listed in the Society’s publications and calls for dues.
A Fellow of the George Santayana Society is any living person who has served a term of office as President of the Society. Because of their past experience in encouraging the goals of the Society, Fellows may additionally serve in advisory capacities, or otherwise assist current officers of the Society in ways that may be established by the Executive Committee, the current President, or the Society at large.
Institutions such as libraries and colleges may support the Society’s mission in ways that shall be recognized, but may not be members and may not vote.
ARTICLE III Officers
The Society shall have at least three members on its executive committee. This shall be a President, Vice President, and Secretary-Treasurer, in the order of seniority. Members of the executive committee will be identified on the Society’s website.
The President, Vice President and the Secretary-Treasurer will be elected at the appropriate annual business meeting of the Society by a simple majority of members present and voting. Each office shall be held for two years, renewable. Terms of office for newly elected officers begin with adjournment of the meeting of their election, and terminate at adjournment of the last business meeting of their term.
The next senior officer shall automatically fill a vacancy occurring in the Presidency. A member appointed by the President and confirmed by a majority vote of the Executive Committee shall fill such a vacancy in any other elected office.
The President shall be the senior officer and will be responsible for the general administration of the affairs of the Society. The President shall preside over all business meetings of the Society or its Executive Committee.
The Vice President shall assume the duties of the President whenever the latter, for any reason, is unable to fulfill them. The Vice President shall be the parliamentarian of the Society in the absence of the Secretary-Treasurer.
The Secretary-Treasurer shall keep a current list of members of the Society for purposes of officially establishing membership status when required for any reason. The Secretary-Treasurer will make a record of both program and business meetings of the Society, and will see to it that these records are promptly recorded in the Society’s minutes. The Secretary-Treasurer will be in charge of managing and certifying the results of all ballots of the Society, either at meetings or by mail or email. The Secretary-Treasurer will be the parliamentarian of the Society. The Secretary-Treasurer will be responsible for receiving and depositing all funds incoming to the Society, including all membership dues or other monies paid the Society for any purpose whatsoever. The Society’s treasury shall be maintained in an interest-bearing bank account in the name of the Society. The Secretary-Treasurer will also execute all payments and disbursements from the treasury when such are authorized by the Executive Committee or the Society at large. The Secretary-Treasurer will keep a written record of all financial activities pertinent to the treasury of the Society, and will give a financial report at the Society’s annual business meeting. The report will be promptly recorded in the Society’s minutes. These minutes shall be published on the Society’s website.
ARTICLE IV Executive Committee
The Executive Committee shall be composed of the President, the Vice President, and the Secretary-Treasurer
The Executive Committee shall meet at such times and places as it may determine, or at special meetings called by the President. In the interim period between annual meetings of the Society, the Executive Committee shall conduct all matters normally required to administer the affairs of the Society, except for constitutional amendments and elections of officers. The Executive Committee may conduct its business by any means of communication. The Executive Committee will supervise the treasury and will not permit expenditures in excess of funds available. With the President as chairperson, the Executive Committee may serve as the program committee for either program or business meetings of the Society. It will arrange all meetings of the Society and will require an announcement of their time and place to be conveyed to all members well in advance of Society meetings.
ARTICLE V Other Committees
In consultation with the Executive Committee, the President may appoint ad hoc committees as may be required to conduct the affairs of the Society. Committees and a committee member’s status may be discontinued by a majority vote of the Executive Committee.
ARTICLE VI Meetings
An annual meeting of the Society, consisting of a program meeting and a business meeting, shall be held at a time and place determined by the Executive Committee. At least one month prior to the annual meeting, the Secretary-Treasurer shall send each member a notice of it, including a list of presentations to be given in the program meeting and an agenda of the business meeting. This information shall also be posted on the Society’s website.
The Executive Committee may call special program meetings. Members seeking the Society’s official sponsorship for a meeting they organize must apply to the Executive Committee. The programs of special and sponsored meetings may be posted on the Society’s website.
A mail or email ballot on any issue coming before the Society will be initiated upon request by three or more members present at the business meeting.
ARTICLE VII Elections
Elections of officers of the Executive Committee shall normally be conducted in the following manner. In consultation with the Executive Committee, the President shall make nominations for all Officer positions as outlined in Article III. The President will make public the list of nominees at the annual business meeting. Any member of the Society, either by voice at the meeting, or by petition addressed to the Secretary-Treasurer, may nominate additional persons for any elected office if these persons have given their prior consent. Persons not members of the Society may not hold office. Upon close of nominations, the Secretary-Treasurer will supervise the vote, by voice or a show of hands in case of a single slate, by secret ballot if nominations are contested. The election of officers will be settled by a simple majority of members present and voting at the annual business meeting, and in case of a tie, by the President. The Secretary-Treasurer incumbent at the start of the election will certify the results of the election, and cause them to be published on the Society’s website.
ARTICLE VIII Journal
The Society oversees a peer-reviewed academic journal known as Overheard in Seville: Bulletin of the Santayana Society. “Oversees” means that the Society’s officers sometimes act as peer-reviewers of submissions to the journal and always have the final say as to what gets published in the journal. The scope of the journal incorporates the purpose of the Society as given in Article I above. The journal is produced and published by the George Santayana Critical Edition (SE), a unit of Indiana University—Purdue University Indianapolis (IUPUI). SE pays all expenses related to publishing the journal from its own budget. The journal shall publish such official notices of the Society as the Executive Committee may require.
ARTICLE IX Archives of Records
Records pertaining to the Society’s history, business, deliberations, website, and activities shall be collected and preserved in both paper and electronic copy in an archival depository the location of which shall be decided by the Executive Committee. The Secretary-Treasurer will be responsible for collecting records.
Access to the archives will be granted with or without restrictions to any person who applies for it in writing only after the Executive Committee’s approval has been secured and its terms communicated to the host institution. Access to sensitive materials such as correspondence dealing with matters of persons will be restricted. Such items as the Society’s constitution and its amendments, meeting minutes, committee reports, business correspondence, members’ petitions, financial records, programs of meetings organized in the name of the Society, ought to be deposited, preferably in original form, in the archives.
ARTICLE X Amendments
Amendments to this constitution may be proposed by the Executive Committee, or by petition of any three members. Motions to amend shall be circulated among the membership at least six weeks prior to the annual business meeting. Friendly amendments to these motions may be submitted either by mail or email to the Secretary-Treasurer before the business meeting or at the meeting itself. Amendments shall be adopted by a majority vote at the annual business meeting, unless a mail or email ballot is requested. In the latter case, a majority of those members replying within one month of the ballot mailing shall decide the issue. No further amendments may be proposed between the time a motion to vote is approved and the completion of that vote. Amendments will be rejected in case of a tie.