ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of this corporation is British Scholar. It shall be a nonprofit organization incorporated under the laws of the State of Texas. British Scholar also conducts business as The British Scholar Society.
Section 2 – Purpose: British Scholar is organized exclusively for educational and charitable purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The purpose of British Scholar is:
The purpose of British Scholar is to discuss and disseminate scholarship concerning all aspects of British history, politics, culture, and society to interested individuals around the world. British Scholar is composed of a website, www.britishscholar.org, a peer-reviewed journal entitled Britain and the World: Historical Journal of The British Scholar Society, the annual conference, the Britain and the World book series, and a monthly newsletter. Through the website, British Scholar provides book reviews of the latest works pertaining to early modern and modern British history, profiles of scholars working on Britain and its interactions with the wider world, as well as links to the various British newspapers, universities, societies, and governmental departments. Moreover, the British Scholar website provides information on the peer-reviewed journal, the annual conference, the book series, the lecture series, and any other activities that the organization shall determine are in its best interests. The peer-reviewed journal is dedicated to publishing the finest articles on Britain’s interactions with the wider world from the seventeenth century to the present, the British Scholar Annual Conference, also known as the Britain and the World Conference, offers a forum for scholars to come together every year and share their ideas in an intellectually stimulating environment, the Britain and the World book series publishes monographs and anthologies on Britain’s interactions with the world from the seventeenth century to the present, and the lecture series provides a forum for the dissemination of the latest research on Britain and the World by leading scholars.
Section 3 – Additional Organizing Principles: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, any of its members, trustees, officers or other private persons, except that the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE II – DISSOLUTION
Section 1 – Dissolution of British Scholar: Upon the dissolution of this 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 III – MEMBERSHIP
Section 1 – The Society has Life Members and regular members and they do not possess voting rights.
Section 2 – Eligibility for Membership: Any member of the general public is eligible for membership in British Scholar. Membership in the organization is obtained for an annual fee, which includes two issues of Britain and the World: Historical Journal of The British Scholar Society.
Section 3 – Additional Benefits of Membership: In addition to enjoying the print version of Britain and the World: Historical Journal of The British Scholar Society, members also receive online access to all current and archived issues of the journal and access to discounts from our numerous publishing partners.
Section 4 – Membership Termination: Membership in British Scholar ends if the member fails to renew their annual membership or through the forced removal by a unanimous vote of all Directors. A former member not forcibly removed by the Directors may renew their membership at any time by paying their annual dues.
ARTICLE IV – MEETINGS
Section 1 – Annual Meeting: The British Scholar annual meeting will take place in conjunction with the British Scholar Annual Conference. The specific place, date, and time will be determined by the Board of Directors.
Section 2 – Meeting Attendance: The Annual Meeting must be attended by all members of the Board of Directors whether in person or virtually through the internet or via the telephone.
Section 3 – Quarterly Meetings: In addition to the annual meeting, the British Scholar Board of Directors will conduct at least three (3) additional meetings via the internet each year. Accordingly, there will be a total of at least four (4) Board of Directors meetings every year. If, for whatever reason, the Board fails to hold one of the four (4) annual meetings this will not prevent the functioning of the Society.
Section 4 – Voting: All votes taken at Board of Directors meetings not regarding the Articles of Incorporation or explicitly laid out in the Bylaws of British Scholar will be decided by a simple majority of the Board of Directors.
ARTICLE V – BOARD OF DIRECTORS
Section 1 – General Powers: Delegation: The activities, property, and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by law, by the Articles of Incorporation or by these Bylaws, unless otherwise expressly provided herein.
Section 2 – Board role, size and compensation: The Board is responsible for the overall policy and direction of British Scholar. It also makes decisions regarding the delegation of authority to other members within the organization. The Board shall always be composed of a minimum of three (3) members. The maximum number of board members is seven (7). The Board receives no compensation for their work.
Section 3 – Terms: All Board members shall serve five-year terms, but are eligible for re-election an unlimited number of times.
Section 4 – Bryan S. Glass and Gregory A. Barton: As the founding members of The British Scholar Society, Bryan S. Glass and Gregory A. Barton will remain voting members of the Board for the rest of their natural lives or until they willingly resign from the Board.
Section 5 – Board Meetings and Notice: The Board shall meet at least quarterly, at an agreed upon time and place (virtually or in person). An official board meeting requires that each board member have written notice at least two weeks in advance.
Section 6 – Board Elections: Every year, during the last quarter of said year, the Board of Directors shall elect new Directors if vacancies exist. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these Bylaws.
Section 7 – Election Procedures: New Directors shall be elected by a supermajority (70 percent) of Directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next calendar year.
Section 8 – Quorum: A quorum means that at least five (5) of the seven (7) Directors (or 70% if there are less than seven (7) active Directors) must be present either in person or via internet/telephone for business transactions to take place and motions to pass.
Section 9 – Officers and Duties: There shall be a minimum of three officers of the board, consisting of a Chair, Vice-Chair/Secretary, and Treasurer. If the Board of Directors has more than three members then the Vice-Chair and Secretary duties will be delegated to different Directors. The General Editor of British Scholar always serves as the Chair of the Board of Directors. The positions of Vice-Chair, Secretary, and Treasurer will be decided by a five-sevenths (5/7) vote of all Directors (or 70% if less than seven (7) Directors are present at the vote). The duties of the officers are as follows:
The Chair shall convene regularly scheduled board meetings and shall preside over the meetings or arrange for other officers to preside in the following order: vice-chair, secretary, treasurer.
The Vice-Chair shall chair any special committees established by the board.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of the minutes and agenda to each board member, and assuring that the records of the organization are maintained.
The Treasurer is required to make a report at each annual board meeting. The Treasurer shall assist in preparing the budget, help develop fundraising plans, and make financial information available to board members and the public.
Section 10 – Founding President: Bryan S. Glass, the founder of British Scholar, will serve as the Founding President for the remainder of his natural life. The position of Founding President is purely honorary. It does not preclude Bryan S. Glass from serving as a member of the Board of Directors.
Section 11 – Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present Directors two weeks in advance of a board meeting. These nominations shall be sent out to Directors with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will only be filled to the end of the particular board member’s term.
Section 12 – Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A Director may be terminated from the board due to excess absences, which is defined as two unexcused absences in a year. Absences will be excused due to illness, pre-arranged travel, or technology malfunction. A Director may be removed for other reasons by a five-sevenths (5/7) vote of the Board of Directors (or 70% if there are less than seven (7) Directors present) during a properly scheduled meeting that achieves a quorum. As per Article V, Section 4, Bryan S. Glass and Gregory A. Barton may never be removed from the Board of Directors.
Section 13 – Special Meetings: Special meetings of the board shall be called by the General Editor of British Scholar. Notices of special meetings shall be sent out by the secretary to each Director at least two weeks in advance.
Section 14 – Advisory Board: The Chair of the Advisory Board serves one, non-renewable, five-year term. The Members of the Advisory Board are appointed for five-year terms beginning in 2015. All current Advisory Board Members may be offered a five-year term in 2015 by a simple majority vote of the Board of Directors. Advisory Board Members may resign at any time. Resignation from the Advisory Board must be in writing and received by the secretary. There are no term limits on Members of the Advisory Board. The Board of Directors may add or remove Advisory Board Members at any time by a simple majority vote. Advisory Board Members are re-appointed for additional terms by a simple majority vote of the Board of Directors. Any Advisory Board Members added mid-term will see their term expire with the rest of the Members and then may be re-appointed for a full five-year term. Thus, Advisory Board Members added mid-term will not initially serve a full five-year term.
ARTICLE VI: EDITORIAL POSITIONS
Section 1 – Definition: There are numerous editorial positions within British Scholar that must be filled. Mandatory editors include: General Editor, Editor-in-Chief of the Journal, Managing Editor of the Journal, Book Reviews Editor of the Journal, Lead Editor of the Book Series, Newsletter Editor, and Website Editor. Other editorial positions may be agreed upon by a simple majority vote of the Board of Directors. Being in an Editorial capacity does not necessarily entitle the said person to a position on the Board of Directors.
Section 2 – General Editor: The General Editor is responsible for the day-to-day operation of British Scholar. The current General Editor will always serve as the Chair of the Board of Directors.
Section 3 – Editor-in-Chief of the Journal: The Editor-in-Chief of the Journal is responsible for the content of the journal and chairs the Journal Committee. The Editor-in-Chief of the Journal is the lead contact with the publisher, Edinburgh University Press. The Editor-in-Chief of the journal is responsible for insuring the growth of the journal’s international reputation. The Editor-in-Chief of the Journal is a member of the Board of Directors.
Section 4 – Managing Editor of the Journal: The Managing Editor of the Journal is responsible for coordinating the day-to-day activities of the journal including author correspondence, peer-review, and management of word count.
Section 5: Book Reviews Editor: The Book Reviews Editor is responsible for coordinating with publishers and reviewers to provide the needed reviews for each issue of the journal. The Book Reviews Editor reports directly to the Managing Editor of the Journal and the Editor-in-Chief of the Journal.
Section 6: Lead Editor of the Book Series: The Lead Editor of the Book Series is responsible for the content of the series, its day-to-day operations, and chairing the Book Series Committee. The Lead Editor of the Book Series is the main point of contact with the publisher, Palgrave Macmillan. The Lead Editor of the Book Series is responsible for insuring the growth of the series’ international reputation. The Lead Editor of the Book Series is a member of the Board of Directors.
Section 7 – Newsletter Editor: The Newsletter Editor is responsible for the content of each monthly newsletter, its day-to-day operations, and chairing the Newsletter Committee. The Newsletter Editor reports directly to the General Editor.
Section 8 – Website Editor: The Website Editor is responsible for providing and uploading content to the www.britishscholar.org website. The Newsletter Editor is also responsible for the active functioning of the website.
Section 9 – Terms of Office: The term of office for each Editor is five (5) years. At the end of five years the Board of Directors will evaluate the Editor’s performance and the term of office will be automatically renewed if that performance has been satisfactory. If the performance is unsatisfactory and a Director moves for removal of the Editor and it is seconded by another Director the laws governing removal (Article VI, Section 10) apply. There are no term limits.
Section 10 – Removal: An Editor may be removed for any reason by a five-sevenths (5/7) vote of the Board of Directors (or 70% if fewer than seven (7) Directors are present) at either a regularly-scheduled or special Board meeting.
Section 11 – Resignation: Resignation from an editorial position must be in writing and received by the Secretary and passed along to the Chair of the Board of Directors.
ARTICLE VII: COMMITTEES
Section 1 – Committee Formation: Committees will be in the form of standing and special committees. Standing committees must appear in these Bylaws. The board may create special committees as needed. The Board of Directors appoints all committee chairs not already assigned as per these Bylaws by a simple majority. The Board of Directors provides the remit for each committee.
Section 2 – Committee Functioning: Each committee will meet as directed by their committee chair. The General Editor of the Society will attend all committee meetings and has the right to speak at any time. Any member of the Board of Directors has the option to attend any and all committee meetings but is not allowed to speak unless asked for advice by the committee chair.
Section 3 – Committee Powers: Committees have the right to discuss all issues pertaining to their remit, as determined by the Board of Directors. Committees submit reports of their meetings to the Board of Directors along with their recommendations for action. Committees do not make decisions for British Scholar. The Board of Directors will vote on each committee’s recommendations for action by a simple majority.
Section 4 – Committee Membership: Committee members may be members of the Board of Directors, but this is not necessary. The chair of each committee must be a member of the Board of Directors.
Section 5 – Standing Committees: The following standing committees are hereby established by these Bylaws: Book Series, Conference, Finance, Journal, Newsletter, and Website. Each standing committee must include a minimum of three (3) members and a maximum of seven (7) members. Standing committees may not be altered without an amendment to these Bylaws.
Section 6 – Special Committees: Any committees deemed necessary may be established during a regular meeting of the Board of Directors. Special committees will be established by a simple majority vote of the Board of Directors. Time limits may be set on special committees. Otherwise, they will run in perpetuity. The remit of each special committee is determined by a simple majority vote of the Board of Directors.
Section 7 – Book Series Committee: The Lead Editor of the Book Series is the chair of the Book Series Committee. The Book Series Committee must be comprised of all active Book Series Editors as determined in consultation with the publisher, Palgrave Macmillan. Additional members of the Book Series Committee may be added by a simple majority vote of the Board of Directors at a regularly scheduled Board Meeting.
Section 8 – Conference Committee: The Conference Committee will always be chaired by the General Editor of British Scholar. The Conference Committee members for each year must be actively involved in the establishment and running of the said conference. The budget for each conference must be approved by the Board of Directors in consultation with the Finance Committee.
Section 9 – Finance Committee: The treasurer is the chair of the Finance Committee, which includes two other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with the other Board members. The Directors must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public. All members of the Finance Committee must be members of the Board of Directors.
Section 10 – Journal Committee: The Editor-in-Chief of the journal is the chair of the Journal Committee. The Journal Committee must include the Managing Editor of the Journal and the Book Series Editor. Additional members of the Journal Committee may be added by a simple majority vote of the Board of Directors at a regularly scheduled Board Meeting.
Section 11 – Newsletter Committee: The Newsletter Editor is the chair of the Newsletter Committee. The General Editor of British Scholar will always be a member of the Newsletter Committee. The Newsletter Committee members for each year must be actively involved in the running of the Newsletter.
Section 12 – Website Committee: The Website Editor is the chair of the Website Committee. The General Editor of British Scholar will always be a member of the Website Committee.
ARTICLE VIII: AMENDMENTS
Section 1 – Amendments: These Bylaws may be amended or repealed, or new bylaws may be adopted at any annual or special meeting of the Board of Directors at which a quorum is present by a five-sevenths (5/7) vote of all Directors present (or 70 percent if fewer Directors are present), provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting as sent out by the secretary.
Section 2 – Exclusion from Amendments: Article V, Section 2, Article V, Section 4, and Article V, Section 10 may not be amended.
These bylaws were unanimously approved at a meeting of the board of directors on March 24, 2008.
These bylaws were unanimously amended at a meeting of the board of directors on June 22, 2012.
These bylaws were unanimously amended at a meeting of the board of directors on October 26, 2014.