ARTICLE I

TITLE

The Society shall be called the International Medieval Sermon Studies Society (IMSSS).

ARTICLE II

PURPOSE

The purpose of the Society shall be to promote and foster the study of medieval sermons and preaching in Latin and the vernacular languages within their social, literary, religious, intellectual, theological, catechetical, political and historical contexts. The Society shall also promote and foster the study of various artes praedicandi, and theories of preaching derived from them, as well as material used by sermon writers (e.g., Florilegia, commentaries, etc.).

ARTICLE III

PUBLICATION

There shall be a Publication entitled Medieval Sermon Studies. The purpose of the Publication shall be to publish articles and reviews of relevance to members of the Society, to inform members of the Society and others of the current state of scholarship on medieval sermons, to facilitate co-operation among scholars working on medieval sermons, and to publish such enquiries, announcements and news items as are thought to be of interest to scholars at work on medieval sermons. All members of the Society will receive the Publication.

ARTICLE IV

SYMPOSIUM

The Society shall also hold in the Summer of alternate years a Medieval Sermon Studies Symposium and may hold other conferences and programmes as the governing Council may authorize for the purpose of providing forums for members and guests invited by the Council to meet and discuss topics of interest to the members. 

Because the Society is international in membership, every effort shall be made to have symposia in Europe and North America, as the founding regions, on a regular basis, with due consideration given to proposals elsewhere as the opportunity may arise.

ARTICLE V

MEMBERSHIP



There shall be the following types of membership in the Society: Institutional, General, Student and Benefactor.

Institutional members are schools, libraries and other non-natural persons. Institutional members have all membership rights except the right to vote or hold office. Dues for institutional members shall be determined by the Council.

General members are persons entitled to full membership rights. Dues for general members shall be determined by the Council.
Student members shall be entitled to full membership rights, as long as they are students in good standing. Dues for student members shall be determined by the Council.

Benefactor members have the same membership rights as general members, but pay dues at a higher rate in order to support the work of the Society.

All members must be in good standing to vote in any election or to serve as an officer or Council member.

ARTICLE VI

THE COUNCIL

The general affairs of the Society shall be the responsibility of the Medieval Sermon Studies Society Council consisting of seven members. Individual members in good standing shall be eligible to serve on the Council. Council members shall be selected in accordance with Article VII hereof. The term of Council membership is four years; a member may succeed him/herself only once. A person who is chosen as an Officer but who has only two years remaining on the Council can only serve for that period.


The first Council elected shall consist of four members whose term is four years and three members whose term is two years. In succeeding biennial elections, four or three members will be elected as appropriate, for full four-year terms.

Although the Council is technically restricted to the seven elected Officers and Councillors, invitation to attend such meetings should (and do) also include at least one member of each of the two sub-committees defined by the constitution, that is, the editors of the Journal and the organisers of the next Symposium, since these two sub-committees represent the Society's main activities. The webmaster, or person responsible for the website, should also be invited to attend Council meetings if not an elected member. The editors shall have one vote between them.

Council meetings. The Council shall meet regularly at the biennial Symposium of the Society and as it shall otherwise schedule. Four members of the Council shall constitute a quorum. Special meetings of the Council shall be held whenever called by the President or the Secretary or by any two or more members of the Council. Written notice of each such meeting shall be mailed at least twenty days before the date on which the meeting is to be held, or delivered personally or by telephone not later than ten days before the date on which the meeting is to be held. Every such notice shall state the time and place of the meeting, but except to the extent required by law need not state the purposes of the meeting.



Executive Committee. The Council may appoint an Executive Committee of four officers and Council members, including the President, Secretary and Treasurer, to conduct business between meetings of the full Council. The Council may determine what shall constitute a quorum of the Executive Committee.



Polling of Council Members. Since the Society has an international membership and meets as a full society only biennially, the Council may, in addition to delegating decisions to an Executive Committee or calling special meetings of the Council, poll in writing or by electronic means its members on matters to be decided. In such case the Council members shall consult among themselves as they see fit and then submit a vote to the Secretary on any matter. A majority vote of the Council members shall constitute the decision of the Council exactly as if the same had been made at a regular or special meeting thereof, and such decision shall be inscribed in the minutes of the Council by the Secretary.

Committees. The Council or the President may from time to time create such special, temporary committees as it deems necessary and appoint their membership from among the members of the Society.

Voting. The vote of a majority of the Council or Executive Committee, if a quorum is present at such time, shall be the Act of the Council.

ARTICLE VIa

BUSINESS MEETINGS


All individual members of the Society shall be invited to attend Business Meetings to vote on such matters as Council Members and locations of upcoming Symposia and advise the Council on any relevant matters. Business meetings will take place electronically beginning a month before each biennial Symposium and will conclude at the Symposium itself. If 15 percent of the current members vote, the decision will be official.

With the unanimous agreement of the Council, the membership may vote electronically on extraordinary issues. If 15 percent of the current members vote, the decision will be official.

ARTICLE VII

SELECTION OF COUNCIL MEMBERS

Each year in which a Symposium is to be held, the Council will constitute itself a Nominations Committee and shall solicit nominations for Council membership from the full non-institutional membership; this may be done electronically. After due consideration the Nominations Committee shall nominate one or more eligible candidates for each vacancy on the Council. The Secretary shall advise the members of the nominations no later than one month prior to the Symposium.  

The election balloting will begin electronically with the announcement of the nominees and will remain open until the business meeting at the biennial Symposium of the Society. All non-institutional members of the Society are entitled to vote. If more candidates are standing for office than there are vacancies, those receiving the most votes shall fill the vacancies. If the candidates standing for office equal in number the vacancies, voters shall cast a "yes" or "no" ballot. Each of the candidates shall be elected, provided they receive the votes of at least 50% of the members actually voting. If any vacancy is not so filled, the vacancy can be filled by further nomination from the floor at the general business meeting and by election by a majority of those actually voting. Vacancies on the Executive Committee should be filled by the remaining Council members. The member selected to fill a vacancy shall complete the unexpired term of such vacancy.

Each Council member shall serve until the expiration of the term for which he or she was elected and until his or her successor has been selected and qualified.

No Compensation for Council Members as Officers. No Council member or officer shall receive any compensation or fee for services rendered as such. This provision shall not preclude payment of any Council member or officer for expenses incurred, to be incurred, or for services rendered in a capacity other than that of Council member or officer, provided that the Council shall approve any such payment other than reimbursement of or a reasonable advance of expenses.

ARTICLE VIII

OFFICERS

The Medieval Sermon Studies Society Council shall elect from among its members or from the membership the officers of the Society.

The officers shall consist of a President, who shall be a member of the Council, one or more Vice-Presidents, a Secretary, a Treasurer, an Assistant Secretary and an Assistant Treasurer. The Council need only fill the offices of Assistant Secretary and Assistant Treasurer if it deems such necessary.

Officers, unless they die, resign, are removed or become disqualified to serve, shall serve until the next Symposium of the Society and until the new Council appoints their successors. Notwithstanding the above, the Council can suspend or remove any officer with or without cause at any time and can fill any vacancy created by death, resignation, removal, disqualification or any other cause.

ARTICLE IX

DUTIES OF OFFICERS

President


The President shall be a member of the Council and the chief officer of the Society and shall oversee and promote its activities subject to the control of the Council. The President shall, if present, preside at all meetings, may sign and execute, in the name of the Society, any contracts, cheque or other instruments duly authorized by the Council. The President shall perform all duties incident to the office of President and such duties as shall be assigned to him or her by the Council or by any duly authorized committee and shall serve ex-officio as a member of all committees. The President may delegate his or her authority to any other officer or committee chairperson. All officers of the Society shall copy the President on their official correspondence.

Vice-President


The Society shall have one or more Vice-Presidents appointed by the Council. In the absence or incapacity of the President, the Vice-President shall perform the duties of the President and when so acting shall have all the powers and be subject to all the restrictions upon the President. The Vice-President shall also perform such other duties as from time to time may be assigned to him or her by the Council, President or any duly authorized committee.

Treasurer


The Treasurer shall have charge and custody of, and be responsible for, all funds of the Society and shall receive and give receipts for monies received by the Society, deposit all such receipts in authorized bank accounts maintained by the Society, against proper vouchers or when authorized by the Council cause such funds to be disbursed by cheque or draft drawn on such authorized bank accounts and be responsible for the amounts of money so disbursed; regularly enter or cause to be entered in books of account to be kept by him or her or under his or her direction full and adequate account of all monies paid or received by him or her for the account of the Society; have the right to require, from time to time, reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Society from the officers or agents transacting the same; whenever the President, the Council or any duly authorized committee shall require him/her so to do, render an account of the financial condition of the Society and of all his/her transactions as Treasurer; exhibit at all reasonable times the books of account and other records as are kept to any officer or Council member; and perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Council, by any duly authorized committee or by the President.

Secretary


The Secretary shall, if present, act as secretary of all meetings of the Council and at the biennial business meeting of the Society; keep the minutes thereof and post them on the website; see that all notices required to be given by the Society are duly given and served; see that the reports, statements and other documents required by law are properly kept and filed; and perform all of the duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the Council, by any duly authorized committee or by the President.

Assistant Treasurers and Secretaries


Assistant Treasurers and Assistant Secretaries shall perform such duties as from time to time may be assigned to them by the Treasurer and by the Secretary, respectively, or by the Council, by any duly authorized committee or by the President.

ARTICLE X

STANDING COMMITTEES OF THE COUNCIL

There shall be two standing committees: a Publications Committee to oversee the production of the Publication and a Symposium Committee to make arrangements for the Symposium. The Council shall appoint committee members and chairmen.

The Publications Committee shall consist of the editor(s) of Medieval Sermon Studies and others as deemed necessary. The responsibility of the Committee is to publish annually an issue of the Publication according to the format and standards set by the Council on the advice of the editor. The editor reports to the Council through its President.


The Symposium Committee shall consist of two subcommittees: a local arrangements subcommittee and a programme subcommittee. The local arrangements subcommittee shall be organized ad hoc by the Council based on the venue for the next Symposium. It shall, to the extent necessary or desirable, include members who are resident at or close to the chosen venue. Its responsibility is to make all local arrangements for the Symposium: housing, meals, meeting rooms, parking, audio-visual equipment, etc. It shall recommend to the Council a budget for the particular symposium. The programme subcommittee shall arrange the format and papers of the Symposium, both by inviting specific scholars whose work is known to be of interest to other members, and by issuing a general call for papers in the various communication channels of the Society and other societies of a similar nature.

ARTICLE XI

BY-LAWS AND AMENDMENTS

The Council may adopt By-Laws not inconsistent herewith. Any proposed amendment hereto or change in the By-Laws shall first be circulated to the membership for comment before adoption by the Council, if a By-Law, or the membership, if an amendment to this Constitution.
The membership may at its biennial Symposium business meeting adopt amendments to this Constitution by a majority of those voting electronically, by proxy, and in person.