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�����Ƶ Bylaws 

ARTICLE I

The �����Ƶ, Its Mission, and Seal

Section 1. The �����Ƶ and Its Mission.

The American �����Ƶ of Arts and Sciences is a body politic and corporate by the same name, forever established by the Council and the House of Representatives in the General Court of the Province of Massachusetts Bay as recorded in Chapter 46 of the Acts of 1779. The principal office of the �����Ƶ shall be located in Massachusetts.

As enacted above, the stated “end and design of the institution of the said �����Ƶ is to promote and encourage the knowledge of the antiquities and the natural history of America; to determine the uses to which the various natural productions of the country may be applied; to promote and encourage medical discoveries, mathematical disquisitions, philosophical enquiries and experiments, astronomical, meteorological and geographical observations, and improvements in agriculture, arts, manufactures and commerce; and, in fine, to cultivate every art and science which may tend to advance the interest, honor, dignity and happiness of a free, independent and virtuous people.”

Section 2. Corporate Seal.

The Corporate Seal of the �����Ƶ shall be as here depicted.

ARTICLE II

Membership

Section 1. Fellows and International Honorary Members.

The �����Ƶ’s membership consists of Fellows, elected from citizens or residents of the United States of America, and International Honorary Members, elected from citizens or residents of other nations. The �����Ƶ’s members are organized in various classes based on the arts, sciences, and professions in which these members are proficient.

Section 2. Rights and Responsibilities.

Fellows in good standing may nominate and appraise candidates for election to membership in the �����Ƶ.

Fellows in good standing may nominate and vote for Officers, Directors, and Council members.

International Honorary Members may nominate candidates for election to membership in the �����Ƶ.

Fellows and International Honorary Members may participate in �����Ƶ meetings in accordance with the �����Ƶ’s Charter. In accordance with the �����Ƶ’s Charter, Fellows and International Honorary Members are responsible for supporting the �����Ƶ with both the intellectual and financial resources necessary to advance its work.

ARTICLE III

Board of Directors

Section 1. General Powers.

The authority for the governance of the �����Ƶ and the fiduciary responsibility for the �����Ƶ shall be vested in a Board of Directors (the “Board”). It shall be responsible for reviewing and ensuring the adequacy of all of the �����Ƶ’s governance procedures.

The Board shall determine the number, place, and time of meetings of members in accordance with the �����Ƶ’s Charter. The Board may assess dues of Fellows and International Honorary Members. The Board may suspend, expel, or disenfranchise a member of the �����Ƶ for cause by an affirmative vote of two-thirds of the members of the Board.

The Board shall approve the Committee on Membership's list of Fellows and International Honorary Members for election to the �����Ƶ and may remove the name of any nominee on the list. The Board’s list of newly elected members shall be published by the Secretary.

Section 2. Board of Directors.

The Board shall be composed of not fewer than nine nor more than twenty-one members including Directors of the Board and the Officers of the �����Ƶ.

The number of Directors may be altered by an affirmative vote of a majority of the members of the Board then in office. The members of the Board shall represent a diversity of regions, disciplines, and professions, including academic, financial, and organizational expertise.

The Officers shall include the Chair of the Board of Directors, the Chair of the Council (who shall serve as a Vice Chair of the Board), the Chair of the Trust (who shall serve as a Vice Chair of the Board), other Vice Chairs as the Board may deem necessary, the Treasurer, the Secretary, and the President.

Only Fellows are eligible to serve as Directors of the Board or Officers of the �����Ƶ.

Section 3. Terms and Elections.

The Directors of the Board shall be elected by the Fellows for terms of four years. Directors shall be eligible to serve no more than two consecutive four-year terms. Directors who have served two consecutive terms shall be eligible for election to the Board after an interval of one year from the completion of their second term.

There shall be staggered terms of office for Directors so that one-fourth of the directorships shall be up for election each year (or if the number does not evenly divide by four, the Board shall be divided as close to one-fourth as possible).

The Officers, except for the President, shall be elected by the Fellows for terms of four years. Officers shall be eligible to serve no more than two consecutive four-year terms and no more than twelve consecutive years as a member of the Board, either as a Directors or an Officer.  Officers who have served two consecutive terms and/or twelve consecutive years as a member of the Board shall be eligible for election as an Officer or a Director after an interval of one year from the completion of their term.  The term of an Officer may be extended up to a maximum of one year by an affirmative vote of two-thirds of the members of the Board.  

Section 4. Board Meetings.

The Board shall meet at least three times a year. A majority of Board members shall constitute a quorum at all meetings of the Board. When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the �����Ƶ’s Charter, or these Bylaws. Special meetings of the Board may be called by the Chair of the Board or by petition to the Board by any three Directors.

Section 5. Vacancy, Resignation, and Removal.

Vacancies on the Board may be filled by the Chair of the Board until the next regularly scheduled election. A special subcommittee of the Board shall be formed to conduct a search to fill a vacancy for the Chair of the Board.

Board members may resign at any time by giving written notice of such resignation to the Chair of the Board.

Any Board member may be removed for cause by the affirmative vote of two-thirds of the members of the Board at a special meeting called for that purpose, provided that such Board member is given at least thirty calendar days’ notice of the proposed removal, the reasons for removal, and an opportunity to be heard at the meeting. The notice of the proposed removal shall be included in the notice of the meeting.

ARTICLE IV

Council

Section 1. General Powers.

There shall be a Council that advises the Board primarily on the academic work of the �����Ƶ, including studies and projects, publications, archives, and other programmatic matters. The Council shall provide oversight of the scholarly and policy research activities of the �����Ƶ and its publications; present to the Board any proposed policies and strategies related to the academic studies, commissions, publications, and other programmatic initiatives of the �����Ƶ; review and recommend to the Board for their approval all academic studies and commissions undertaken in the name of the �����Ƶ; provide advice regarding the �����Ƶ’s publications, including ��æ�岹���ܲ� and such other reports and bulletins; and approve topics for issues of ��æ�岹���ܲ�.

The Council may recommend to the Board the creation of committees of the Council as may be required to support its work.

Section 2. Members of the Council.

There shall be up to nineteen voting Council members, including the Chair of the Council, plus ex officio members as provided in these Bylaws. The Council shall include two voting Council members from each Class of membership and up to eight additional voting Council members who represent the membership at large. The Council may include members of the Board and the Trust. The Council members shall represent a diversity of regions, disciplines, and professions.

Section 3. Terms and Election.

Council members shall be proposed by the Nominating Committee, approved by the Board, and then elected by the Fellows for terms of four years. Council members shall be eligible to serve no more than two consecutive four-year terms. Council members may be reelected after an interval of one year from the completion of their second term.

There shall be staggered terms of office for Council members so that one-fourth of the Council shall be up for election each year (or if the number does not evenly divide by four, the Council shall be divided as close to one-fourth as possible).

Section 4. Council Meetings.

The Council shall ordinarily meet at least twice a year. A majority of Council members shall constitute a quorum at all meetings of the Council. When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the �����Ƶ’s Charter, or these Bylaws.

Section 5. Vacancy, Resignation, and Removal.

Any vacancies in a Council member position occurring prior to the expiration of the term may be filled by the Chair of the Council, with approval of the Chair of the Board, until the next regularly scheduled election cycle.

Any Council member may resign at any time by giving written notice of such resignation to the Chair of the Council.

Any Council member may be removed for cause by the affirmative vote of two-thirds of the members of the Board at a special meeting called for that purpose, provided that such Council member is given at least thirty calendar days’ notice of the proposed removal, the reasons for removal, and an opportunity to be heard at the meeting. The notice of the proposed removal shall be included in the notice of the meeting.

ARTICLE V

Trust

Section 1. General Powers.

There shall be a Trust that advises the Board primarily on such matters as development, programmatic impact, and public relations; and may also be consulted on other matters such as studies and projects and regional activities, in support of the intellectual goals of the �����Ƶ.  The Trust shall provide oversight of the �����Ƶ’s fundraising activities; advise on and assess the impact of the �����Ƶ’s projects and studies; formally evaluate the organization’s performance as it relates to its mission and goals; advise the Board on strategies to enhance the organization’s standing and image with the �����Ƶ membership and the public.

Section 2. Members of the Trust.

There shall be at least eight members of the Trust and not more than twenty-five. The Trust shall include the Chair of the Trust and such other Officers as may be deemed necessary for the work of the Trust.

Section 3. Terms and Appointment.

Trust members shall be proposed by the Nominating Committee and shall be appointed by the Board of Directors for terms of four years. Trust members shall be eligible to serve no more than two consecutive four-year terms. Such Trust members may be reappointed after an interval of one year from the completion of their second term.

There shall be staggered terms of office for Trust members so that one-fourth of the Trust shall be up for appointment each year (or if the number does not evenly divide by four, the Trust shall be divided as close to one-fourth as possible).

Section 4. Trust Meetings.

The Trust shall ordinarily meet at least twice a year. A majority of Trust members shall constitute a quorum at all meetings of the Trust. When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the �����Ƶ’s Charter, or these Bylaws. Special meetings of the Trust may be called by a majority of the voting members of the Trust or by the Chair of the Trust.

Section 5. Resignation and Removal.

Any Trust member may resign at any time by giving written notice of such resignation to the Chair of the Trust.

Any Trust member may be removed for cause by the affirmative vote of two-thirds of the members of the Board at a special meeting called for that purpose, provided that such Trust member is given at least seven days’ notice of the proposed removal, the reasons for removal, and an opportunity to be heard at the meeting. The notice of the proposed removal shall be included in the notice of the meeting.

ARTICLE VI

Officer Descriptions

Section 1. Chair of the Board of Directors.

The Chair of the Board of Directors, an Officer of the �����Ƶ, shall oversee the affairs of the �����Ƶ, in consultation with the Board; shall ensure the proper functioning of the Board; and shall preside at meetings of the Board. The Chair of the Board shall submit nominations of committee chairs to the Board for appointment by the Board. In the absence of the Chair of the Board, a Vice Chair or other officer may preside at meetings of the Board. The Chair of the Board shall be an ex officio voting member of the Council, the Trust and all committees of the �����Ƶ, except the Audit Committee. Upon nomination by the Nominating Committee and approval of the nomination by the Board, the Chair of the Board shall be elected by the Fellows for a term of four years. .

Section 2. Chair of the Council.

The Chair of the Council, a Vice Chair of the Board and Officer of the �����Ƶ, shall oversee the work of the Council with the advice of the members of the Council; shall ensure the proper functioning of the Council; and shall preside at meetings of the Council. In the absence of the Chair of the Council, a Vice Chair or other member of the Council may preside at meetings of the Council. The Chair of the Council shall be an ex officio voting member of the Trust and all committees overseeing studies, commissions, and publications. Upon nomination by the Nominating Committee and approval of the nomination by the Board, the Chair of the Council shall be elected by the Fellows for a term of four years.

Section 3. Chair of the Trust.

The Chair of the Trust, a Vice Chair of the Board and Officer of the �����Ƶ, shall oversee the work of the Trust with the advice of the members of the Trust; shall ensure the proper functioning of the Trust; and shall preside at meetings of the Trust. In the absence of the Chair of the Trust, a Vice Chair or other member of the Trust may preside at meetings of the Trust. The Chair of the Trust shall be an ex officio voting member of the Council and all committees responsible for financial and public relations, except the Audit Committee. Upon nomination by the Nominating Committee and approval of the nomination by the Board, the Chair of the Trust shall be elected by the Fellows for a term of four years.

Section 4. Treasurer.

The Treasurer, an Officer of the �����Ƶ, shall oversee the financial affairs of the �����Ƶ, and shall serve as an ex officio voting member of the Trust, Council, and all committees, charged with overseeing the �����Ƶ’s finances except the Audit Committee. The Treasurer shall perform such duties as may be requested by the Board and shall report annually to the membership. Upon nomination by the Nominating Committee and approval of the nomination by the Board, the Treasurer shall be elected by the Fellows for a term of four years.

Section 5. Secretary.

The Secretary, an Officer of the �����Ƶ, shall oversee the proceedings, documents, minutes, and records of the �����Ƶ. The Secretary shall oversee the membership selection process. The Secretary shall serve as an ex officio voting member of the Council, the Trust, and the Membership Committee. Upon nomination by the Nominating Committee and approval of the nomination by the Board, the Secretary shall be elected by the Fellows for a term of four years.

Section 6. President.

The President, an Officer of the �����Ƶ, shall be a previously elected Fellow of the �����Ƶ and shall be appointed by the Board to a term of not more than five years, which shall then on recommendation by the Board be renewable by a vote of the Fellows. The President shall be responsible to the Board in the administration of the policies of the �����Ƶ as established by the Board and shall provide the intellectual and administrative leadership of the �����Ƶ as its chief executive. The President shall be an ex officio voting member of the Council, the Trust and all committees of the �����Ƶ, except the Audit and Compensation Committees.

ARTICLE VII

Committees of the Board of Directors

Section 1. Committee Powers and Responsibilities.

The Board delegates certain powers and responsibilities to the committees of the Board to advance the affairs of the �����Ƶ. Committees responsible directly to the Board shall be the Audit Committee, the Nominating Committee, the Finance Committee, the Investment Committee, Committee on Membership, and the Compensation Committee. Members of these committees shall be appointed by the Board for terms of three years, up to a maximum of two terms, upon nomination by the Nominating Committee. The committee may include members who are not members of the Board. The Chair of each committee shall be a member of the Board of Directors and appointed by the Board for terms of three years, up to a maximum of two terms, upon nomination by the Chair of the Board. Action items by these committees shall be reported to the Board and approved by the Board where indicated in these bylaws. Each committee shall have a defined set of principles of operation. The Chair of the Board of Directors, in consultation with the Board, may from time to time create such other committees as needed to address the affairs of the �����Ƶ.

Section 2. Executive Committee.

The Board of Directors may establish an Executive Committee that shall possess and may exercise the powers vested in the Board of Directors between meetings of the Board, except as otherwise provided in these Bylaws. The Executive Committee shall not have the authority to revise bylaws and shall not have the authority to remove Officers, Directors, Council members, or Trust members. Actions taken by the Executive Committee shall be reported to the Board.

The Executive Committee shall be appointed by the Board and shall be composed of at least five members of the Board, including the Chair of the Board, Chair of Council and Chair of the Trust. The Chair of the Board shall serve as Chair of the Executive Committee and shall preside at meetings of the committee. In the absence of the Chair of the Executive Committee, a Vice Chair or other Board member may preside at meetings of the Executive Committee.

A majority of Executive Committee members shall constitute a quorum at all meetings of the Executive Committee. When a quorum is present, voting at any meeting shall be by a majority vote, except as required by law, the �����Ƶ’s Charter, or these Bylaws.

Section 3. Committee on Membership.

There shall be a Membership Committee appointed by the Board that shall manage the nomination and appraisal process for all Fellows and International Honorary Members. It shall include the chairs of the five classes of Fellows (the “Class Chairs”). The Class Chairs shall be appointed to serve for terms of three years, which may be renewed up to a maximum of two consecutive terms.

Section 4. Nominating Committee.

There shall be a Nominating Committee that is responsible for identifying, recruiting, and recommending Officers, Directors to serve on the Board (“Directors”), and Council members for election by the Fellows; and Trust members, and committee members for appointment by the Board of Directors.

The Nominating Committee shall propose to the Board of Directors a slate of Fellows to serve as Officers, Directors, and Council members. Fellows may submit to the Nominating Committee nominations for open positions during a time designated for nomination submissions. The Nominating Committee shall consult with the members of the �����Ƶ and the chairs of appropriate committees in proposing the slate. The committee shall nominate Fellows who have been, or have the potential to be, active in the affairs of the �����Ƶ.

The final slate will normally have one candidate for each position. However, nominations submitted by a written petition, signed by at least seventy-five Fellows, and delivered to the Secretary not less than 30 calendar days before the scheduled election shall be considered duly nominated and the candidates must appear on the ballot in addition to any others whom the Nominating Committee may designate.

Once the slate, including any candidates submitted by petition, is approved by the Board of Directors, it shall be submitted to the Fellows for election. The Board shall determine the process for contested elections. The election shall be by mail ballot or electronic ballot of the Fellows in accordance with Massachusetts law.

The election results shall be registered by the Secretary, and the list of new Officers, Directors, and Council members shall be distributed to the members. The Nominating Committee shall submit nominations for appointment by the Board for Trust members and members of committees identified in these Bylaws or as directed by the Board.

The Chair of the Board shall nominate members of the Nominating Committee, who are appointed by the Board. The Nominating Committee shall consist of at least seven members and may include representatives from the Council, the Trust, and the Board. The Nominating Committee shall include at least two members who are not also members of the Council, the Trust, or the Board. The Board shall designate one of the appointed members to serve as Chair of the Nominating Committee.

Section 5. Finance Committee.

There shall be a Finance Committee of not fewer than five members that shall oversee the �����Ƶ’s finances and ensure that appropriate use is made of its resources in order to sustain its long-term well-being. It shall review, approve, and recommend to the Board for its approval the annual budget of the �����Ƶ.

Section 6. Investment Committee.

There shall be an Investment Committee of not fewer than five members that shall be charged with the responsibility for the management of the �����Ƶ’s endowment and other invested funds. It shall engage such outside investment professionals as may be appropriate in the exercise of its responsibilities. It shall collaborate closely with the Finance Committee in order to ensure that the �����Ƶ’s invested assets appropriately support the �����Ƶ’s budgeted activities.

Section 7. Audit Committee.

There shall be an Audit Committee of not fewer than five members that shall seek to assure the integrity of the �����Ƶ’s activities, the preservation and proper accounting of its assets, and the application and use of appropriate financial accounting and other procedures in the conduct of the �����Ƶ’s affairs. The Board shall appoint an Audit Committee, which shall not include employees of the �����Ƶ, though employees may be called upon to assist the Committee in its work. The Chair of the Audit Committee may invite the Chair of the Board, the President, or others to attend committee meetings. The Audit Committee shall appoint and review the results of independent auditors, who shall be hired to provide an annual audit of the �����Ƶ’s finances, and shall undertake such other activities as are provided for in its charter, which shall be reviewed and approved by the Board. It shall have the responsibility of certifying and recommending to the Board the approval of the �����Ƶ’s audited financial statements and tax returns. The Audit Committee shall have the authority to hire independent legal counsel to facilitate its work.

Section 8. Compensation Committee.

There shall be a Compensation Committee of not fewer than five members that shall oversee the compensation practices of the �����Ƶ for all of its employees, including the President, whose performance it shall annually evaluate. It is charged with ensuring that these practices are appropriate for a nonprofit organization under the laws of the State of Massachusetts and the United States Government. It shall engage experienced, independent compensation consultants in the exercise of its responsibilities. It may also engage independent legal counsel as necessary.

ARTICLE VIII

Committees of the Council

Section 1. Committee Powers and Responsibilities.

The Council may delegate certain powers and responsibilities to committees to advance the affairs of the Council. Members of these committees shall be appointed by the Board for terms of three years, up to a maximum of two consecutive terms, upon nomination by the Nominating Committee. The committee may include members who are not members of the Council. The Chair of each committee shall be a member of the Council and appointed by the Board for a term of three years, up to a maximum of two consecutive terms, upon nomination by the Chair of the Board. Action items by these committees shall be reported to the Council. Each committee shall have a defined set of principles of operation. The Chair of the Council, in consultation with the Board, may from time to time create such other committees as needed to address the affairs of the Council.

ARTICLE IX

Committees of the Trust

Section 1. Committee Powers and Responsibilities.

The Trust may delegate certain powers and responsibilities to committees to advance the affairs of the Trust.  Members of these committees shall be appointed by the Board for terms of three years, up to a maximum of two consecutive terms, upon nomination by the Nominating Committee. The committee may include members who are not members of the Trust. The Chair of each committee shall be a member of the Trust and appointed by the Board for a term of three years, up to a maximum of two consecutive terms, upon nomination by the Chair of the Board. Action items by these committees shall be reported to the Trust. Each committee shall have a defined set of principles of operation. The Chair of the Trust, in consultation with the Board, may from time to time create such other committees as needed to address the affairs of the Trust.

ARTICLE X

General Provisions for Meetings

Section 1. Meetings for Members.

The annual meeting of the members of the �����Ƶ shall be held at such a place and time, each year as the Board shall determine. Not less than seven days’ notice shall be given for the annual meeting stating the date, purpose, time and place of the meeting.

Section 2. Participation in Meetings.

The Board, Council, Trust, and committees may allow their members to participate in meetings, except as provided by Massachusetts law, by means of a conference telephone call or other electronic communications by means of which all people participating in the meeting can understand each other, and participation by such means shall constitute presence in person at a meeting.

Section 3. Actions at a Meeting.

Except as otherwise provided in the Charter, these Bylaws, or by law, any action at a meeting, at which a quorum is required, may be taken by a majority vote of those participating. Each participant shall be entitled to one vote at a meeting. Members may not vote by proxy.

ARTICLE XI

Indemnification

Section 1. Liability

The personal liability of the Directors, Officers, members of the Council, and members of the Trust is hereby eliminated to the fullest extent permitted by the General Laws of Massachusetts, as the same may be amended and supplemented, from time to time.

Section 2. Indemnification

The �����Ƶ shall, to the extent legally permissible, indemnify each person serving or who has served as a Director, Officer, member of the Council, or member of the Trust, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by such person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such person may be involved or with which such person may be threatened, while in office or thereafter, by reason of such person’s being or having been such a member or officer or, when requested by such person, by reason of such person’s serving or having served the �����Ƶ in any capacity referred to in the next paragraph.

Indemnification of persons serving or who have served as employees or other agents of the �����Ƶ, or at its request, as members, directors, trustees, officers, employees, fiduciaries or other agents of a corporation, trust or other organization in which the �����Ƶ has an interest, may be provided by the �����Ƶ, whenever and to the extent authorized by a majority of disinterested Directors.

Any such indemnification shall include payment by the �����Ƶ of expenses incurred in defending any such action, suit or other proceeding in advance of the final disposition thereof, upon receipt of an undertaking by the person indemnified to employ counsel satisfactory to the �����Ƶ and to repay such payment if it shall ultimately be determined by a court of competent jurisdiction that such person is not entitled to indemnification under this Article.

Notwithstanding the foregoing provisions of this Article, no indemnification shall be provided for any person with respect to any matter (a) as to which such person shall have been adjudicated in any proceeding not to have acted in good faith and in a manner he reasonably believes to be in the best interest of the �����Ƶ, and with such care as an ordinarily prudent person in a like position would use in similar circumstances or, to the extent that such proceeding relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan, or (b) disposed of by a compromise payment, pursuant to a consent decree or otherwise, unless such person shall have been determined to have acted in good faith and in a manner he reasonably believes to be in the best interest of the �����Ƶ, and with such care as an ordinarily prudent person in a like position would use in similar circumstances or, to the extent that such proceeding relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan, such determination to be made by a majority of the disinterested Directors and, if such a person is a Director, after receipt of a favorable opinion of counsel.

The �����Ƶ shall purchase and maintain insurance on behalf of any person who is or was a Director, Officer, member of the Council, or member of the Trust, or other agent of the �����Ƶ, or who is or was serving at the request of the �����Ƶ as a member, director, trustee, officer, employee, fiduciary or other agent of a corporation, trust or other organization in which the �����Ƶ has an interest, against any liability incurred by such person in any such capacity, or arising out of that person’s status as such, whether or not the �����Ƶ would have the power to indemnify such person against such liability.

This Article shall not limit any right of indemnification existing independently of this Article.

As used in this Article, the terms “member,” “director,” “trustee,” “officer,” “employee” and agent” shall include their respective heirs, executors and administrators, and a “disinterested” person is one against whom the proceedings in question, or another proceeding on the same or similar grounds, are not then and had not been pending or threatened.

ARTICLE XII

Amendments

These bylaws may be amended by an affirmative vote of a majority of the members of the Board, unless otherwise provided by Massachusetts law, at a regular meeting of the Board or one called for that purpose, provided the proposed purpose of the meeting has been set forth in the notice of meeting. If amendments to Bylaws concern rights reserved to Fellows then the Bylaws shall be amended by an affirmative vote of a majority of the Fellows voting on the amendment through a ballot election provided that not less than five percent of Fellows entitled to vote participate.

 

(Revised July 2022)