Bylaws of the Bertrand Russell Society, Inc.
Revised June 1984, June 1985, May 2001, May 2006, June 2012, June 2014, June 2015, June 2016, June 2018, and June 2019
Article 1. Name.
The name of this organization shall be The Bertrand Russell Society, Inc. It may also be referred to as “the Society” or “the BRS.”
Article 2. Aims.
The aims of this Society are: (1) to promote interest in the life and work of Bertrand Russell; (2) to bring together persons interested in any aspect of the foregoing; (3) to promote causes that Russell championed.
Article 3. Motto.
The Society’s motto shall be Russell’s statement: “The good life is one inspired by love and guided by knowledge.”
Article 4. Power and Authority.
Ultimate authority resides in the Members. The Members elect the Directors. The Directors elect the Officers. The Officers make decisions and take action.
Article 5. Membership.
Section 1. General.
Membership in the Society shall be open to all persons and organizations interested in Bertrand Russell and the Society’s activities. Types of membership shall be: Individual, Couple, Student, Limited Income, Life, Life Couple, Honorary, Chapter, and Organization. Dues shall be set by the Board of Directors, and are to be paid annually. Life members shall pay dues only once in an amount set by the Board. Honorary members pay no dues. Life and Honorary memberships are for life unless terminated for cause, as specified hereafter.
Section 2. Individual Membership.
Individual Membership shall be available to all persons.
Section 3. Couple Membership.
Couple Membership shall be available to two persons sharing the same mail address. Each person shall have one vote; two mail ballots shall be sent, but only one copy of other Society mailings.
Section 4. Student Membership.
Student Membership shall be open to any student enrolled in an educational institution and who is less than 25 years old.
Section 5. Limited Income Membership.
Limited Income Membership shall be available to a person who, as the name implies, is living on a limited income.
Section 6. Life Membership and Life Couple Membership.
Life Membership can be conferred on any person who meets the minimum dues set by the Board of Directors for Life Membership. Life Couple Membership can be conferred on any couple who meets the minimum dues set by the Board of Directors for Life Couple Membership. Life Couple Membership shall be on the same terms as Couple Membership, save that the membership will last for the duration of the lives of both members of the couple.
Section 7. Honorary Membership.
Honorary Membership may be conferred on a person who has been nominated by a member and approved by two-thirds of the Directors voting, after having met one or more of the following conditions: (1) is a member of Bertrand Russell’s family, (2) had worked closely with Russell in an important way, (3) has made a distinctive contribution to Russell scholarship, (4) has acted in support of a cause or idea that Russell championed, (5) has promoted awareness of Russell or of Russell’s work, (6) has exhibited qualities of character (such as moral courage) reminiscent of Russell. Honorary Members have the same rights and responsibilities as Individual Members, but they pay no dues.
Section 8. Chapter Membership.
- A chapter must have at least 3 members, at least one of whom is a BRS member.
- The chapter must apply for membership.
- A chapter will be represented by a head, to be chosen by the chapter members.
- Members of a chapter will not have the voting rights of Individual Members of the Society, but individual chapter members may themselves be Individual Members of the Society.
- The chapter will submit a report to the BRS on its activities once a
year, in time to have it presented at the BRS annual meeting.
Section 9. Organization Membership.
Membership of organizations – such as libraries, associations, corporations – is available upon payment of dues and approval of the President. Dues shall be higher than for a Couple. Organizations may not vote or be on the Board. Only one copy of Society mailings shall be sent.
Section 10. Conditions of Membership.
Application for membership shall be made in writing, submitting name, address, and correct amount of dues. The Board may refuse an application, in which case the President must notify the applicant within 30 days, stating why the application was turned down.
Membership terminates when a member fails to pay dues, resigns, dies, or is expelled.
Any member – including Life or Honorary – may be expelled for seriously obstructing the Society’s business, misappropriating the Society’s name or funds or acting in a way that discredits the Society. The expulsion procedure consists of five steps:
- Step 1. A formal expulsion proposal shall be presented in writing to the Board by any member.
- Step 2. The Board shall examine the evidence. If a majority of the Board Members voting decides, either by mail ballot or at a meeting, that expulsion may be appropriate, the matter will be submitted to, and decided by, the members. This shall be done by mail, or at an Annual Meeting if one is scheduled within two months. If it is to be done by mail:
- Step 3. The case against the member shall be presented in the next newsletter or by a special mailing.
- Step 4. In the following newsletter, or in a second special mailing, the accused member shall present a defense against the charge. A ballot shall be included in the second newsletter or second special mailing, so that members can vote on whether to expel. If the expulsion process takes place at an Annual Meeting:
- Step 4′. The equivalent of Steps 3 and 4 shall be followed, that is, the case against the member shall be presented, after which the accused shall present his defense; and then the members present shall vote on whether to expel. The President shall notify the accused member as soon as the result of the vote is known.
Article 6. Board of Directors.
Section 1. Responsibilities.
The Board of Directors (also referred to as “the Board”) shall be responsible for Society affairs and policy, and shall elect the Officers. The Board shall be subject to these Bylaws and to the Bylaws of The Board of Directors of The Bertrand Russell Society, Inc.
Section 2. Constitution.
The Board shall consist of not less than six nor more than 24 elected members. Society Officers are ex-officio members of the Board. Elected and ex-officio Board members shall have the same rights and responsibilities.
Section 3. Term of Office.
Members may nominate candidates for the Board, or volunteer to be nominated as candidates. Directors are elected to three-year terms that start on January 1 of the following year; one-third are elected every year. Directors may be reelected. Directors must maintain membership in the Society. If a Director dies, resigns, fails to maintain his or her membership in good standing, or is otherwise removed from office, the Board may fill the unexpired term with any member.
Article 7. Officers.
Section 1. General.
The Society shall have an Executive Committee composed of the following four officers of the Society and Board: President, Vice President, Secretary of the Society and Board, and Treasurer. There may be other Vice Presidents whose duties shall be specified by the Board; these will not be members of the Executive Committee. Officers shall be at least 18 years old and shall have been members for at least one year. They shall be elected by a majority of the Directors present and voting at the Board’s Annual Meeting. An Officer’s term of office lasts until the next election of Officers, the following year. No one shall hold more than one Office at a time, except that the same person shall be Secretary of the Society and Secretary of the Board. An Officer may be removed or suspended by a majority of the Board members voting. An Officer may resign by notifying the Chair of the Board in writing.
Section 2. President.
The President shall be the Chief Executive Officer, coordinating the work of other Officers and Committees. Other Officers and Committee Chairs shall consult the President about their activities, and submit a written report on their activities to him one month before the Annual Meeting, with a copy to the Chair of the Board. The President shall promptly inform the Board members of any major decisions. After the Board has selected the site and time of the next Annual Meeting, or of a Special Meeting, the President shall be responsible for making all Meeting arrangements, including compiling the Meeting’s agenda. The President shall chair the Meeting. The President shall report regularly, through the BRS newsletter.
Section 3. Vice-President.
The Vice-President becomes President if the President’s Office becomes vacant; and assumes the office temporarily if the vacancy is temporary. The Vice-President shall assist the President as requested.
Section 4. Secretary.
The Secretary shall: (1) record the minutes of Society and Board meetings; (2) handle Society and Board correspondence; (3) maintain a permanent file of Society and Board Bylaws and other corporate documents, including minutes of Society and Board meetings, Officers’ and Committee Chairs’ reports, newsletters, correspondence; (4) maintain a permanent record of Society and Board decisions, rules, motions made and carried; (5) have custody of the Society’s corporate seal.
Section 5. Treasurer.
The Treasurer shall: (1) keep records of money received and spent; (2) safeguard Society funds; (3) invest funds, with Board approval; (4) submit an annual budget to the Board; (5) submit quarterly and annual reports, for publication in the BRS newsletter.
Section 6. Other Vice-Presidents.
The Office of “Vice-President/ …” may be created and filled by the Board. There is no connection between this Office and that of the Vice-President.
Section 7. Vacancies.
If the office of President becomes vacant, the Vice President becomes President. If the President is temporarily unable to serve, the Vice President serves as President until the President declares his/her ability to serve. If the office of Vice President, Treasurer, Secretary, or other Vice President becomes vacant, the Board may elect a replacement. If the Vice President, Treasurer, Secretary, or other Vice President is temporarily unable to serve, the Board may elect a temporary replacement, until such time as the officer declares his/her ability to serve. In the event that the office of Vice President, Treasurer, Secretary, or other Vice President becomes vacant or temporarily vacant, the President may appoint a temporary replacement until such time as the Board acts.
Article 8. Committees.
Section 1. General.
There shall be standing (permanent) and ad hoc (temporary) Committees. Each shall have a Chair, and may have a Co-Chair and other members. A member may serve on, or chair, more than one Committee. Each committee shall have two or more Directors on it, and a majority of the members of each committee shall be Directors. The sole exception will be the Elections Committee, which need not have any Directors on it. All committee members shall serve at the pleasure of the Board. Committee Chairs shall consult with the President about their activities, and describe them in a written report to the President one month before the Annual Meeting, with a copy to the Chair of the Board.
Section 2. Committees.
The Board shall establish standing and ad hoc Committees, and appoint their Chairs who, in turn, appoint Committee Members. Each Committee shall provide the Secretary with a written statement of Committee aims and procedures.
Article 9. Meetings.
Section 1. Annual Meetings.
The Society shall hold an Annual Meeting, at a time and site determined by the Board and in time to give the members at least two months’ notice of the Meeting. As to time: it should suit the convenience of as many members as possible. As to site: it should be either (a) near locations of special interest to the BRS, or (b) near population centers having many members. Any member may propose agenda items, in writing, to the President, in advance of the Meeting. At Meetings, items may be added to the agenda with approval of the majority of the members present. Twelve members constitute a quorum.
Section 2. Special Meetings.
Any member may write to the Chair of the Board requesting a Special Meeting, claiming that an emergency exists requiring immediate action. The Chair of the Board shall decide whether the request merits consideration by the Board; if it does, the Chair of the Board shall promptly inform the Board, which shall decide, within three weeks, by mail ballot, whether, when and where to hold a Special Meeting. The Special Meeting shall be held no later than six weeks after the Chair’s initial receipt of the request. The Chair of the Board shall announce the Special Meeting to all members by letter, as soon as possible. A quorum shall consist of the members present.
Section 3. Board of Directors’ Meetings.
The Board shall hold its Annual Meeting during the Society’s Annual Meeting and at the same site. The Board may also hold Special Meetings, in accordance with its own Bylaws. Board Meetings shall be open to Society members.
Article 10. Publications.
Section 1. Newsletter.
The Society shall publish a newsletter at regular intervals.
Section 2. Other Publications.
The Society may authorize other publications.
Article 11. Voting.
Section 1. General.
All members, other than Organization Members, shall be entitled to vote. All votes shall have equal value. Members may vote by proxy. In contests of more than two candidates or choices, a plurality shall be sufficient.
Section 2. Voting by Mail.
Voting may be by mail. Ballots shall be sent to all eligible members, either in the BRS newsletter or by special mailing. The deadline for the return of ballots shall be not less than three weeks from the date ballots are mailed by first class mail, not less than four weeks if mailed third class. Ballots must go first class to Canada and Mexico, and by airmail to other foreign countries. Mail ballots shall be tallied by the Elections Committee, and verified by the Secretary. Ballots for the Board’s voting by mail shall be tallied by the Chair of the Board, and verified by the Secretary. The Chair of the Board may designate a substitute for the Secretary.
Article 12. Amendments to These Bylaws.
These Bylaws may be amended at a Society Meeting by a majority vote of those members present and voting. Proposals to amend these bylaws are to be circulated at least 30 days in advance of the next Board meeting.
Section 2. Voting to Amend by Mail.
These Bylaws may also be amended by mail ballot. The proposed changes, with supporting arguments, will appear in the BRS newsletter or a special mailing. In the following BRS newsletter or second special mailing, other views, including opposing views, will appear, along with a mail ballot. To pass, the Amendment must be approved by a majority of the ballots cast.
Section 3. “Chair of the Board” Refers to Society President
Whenever these Bylaws refer to the Chair of the Board or the Chair (in reference to the Chair of the Board), this is understood to be the President of the Society.
Bylaws of the Board of Directors of the Bertrand Russell Society, Inc.
Revised June 1984, June 1999, May 2001, May 2006, June 2012, June 2018, and June 2019
Article 1. Responsibilities and Obligations.
The Board of Directors (also referred to as “the Board”) has these responsibilities: (1) to set policy for the Society’s affairs, and (2) to elect officers of the Society and of the Board. The Board has these obligations: to be governed by these Bylaws and by the Society’s Bylaws.
Article 2. Membership.
Directors shall be elected in accordance with Article 6 of the Society’s Bylaws. Every Director must be a member of the Society.
Article 3. Officers.
Section 1. Board Officers.
The Board shall elect three Officers of the Board: Chair, Vice Chair, and Secretary.
Section 2. Chair.
The Chair of the Board (henceforth “Chair”) shall be elected by a majority of the Directors present and voting at the Board’s Annual Meeting. The Chair’s term of office shall start as soon as elected, and shall run till the next election, at the Annual Board Meeting the following year. The Chair may be reelected. The Chair presides at Board Meetings, and rules on procedure.
If the office of Chair becomes vacant, the Vice Chair becomes Chair. If the Chair is temporarily unable to serve, the Vice Chair acts as Chair until such time as the Chair indicates that he or she is again able to serve. The Chair may be removed from office by a majority of Directors present and voting at a meeting, with the Vice Chair presiding.
Section 3. Vice Chair.
The Vice Chair becomes Chair if the Chair’s office becomes vacant, and assumes the office temporarily if the vacancy is temporary. The Vice Chair shall assist the Chair as required. Should the office of Vice Chair become vacant, the Board may appoint a replacement. Should the Vice Chair be temporarily unable to serve, the Board may appoint a temporary replacement until such time as the Vice Chair indicates that he or she is again able to serve. In the event that the office of Vice Chair becomes vacant or temporarily vacant, the Chair may appoint a temporary replacement until the Board has the opportunity to act.
Section 4. Secretary.
The Secretary shall be elected by a majority of the Directors present and voting at the Board’s Annual Meeting. The Secretary’s term of office shall start as soon as elected, and shall run till the next election, at the Annual Board Meeting the following year. The Secretary may be reelected. The Secretary of the Board and the Secretary of the Society shall be the same person.
Article 4. Voting.
Voting shall be in accord with Article 11 of the Society’s Bylaws, except that no Director may vote by proxy in his or her capacity as Director.
Article 5. Committees.
Committees may be created by the Board in accordance with the bylaws of the Society. These committees may perform Board functions by making or implementing the Society’s policies, and will follow Board instructions. Functions delegated to a committee may be withdrawn by the Board at any time.
Article 6. Meetings.
Section 1. Annual Board Meeting.
The Board shall meet annually, at some time during a Society Annual Meeting, and at the same site. Society Members may attend Board Meetings.
Section 2. Special Board Meetings.
A Special Board Meeting shall be called by the Chair when at least three Directors request it, stating the purpose. In choosing the time and site, the Chair shall aim to achieve the largest possible attendance by Directors.
Section 3. Agenda.
The Agenda for Board Meetings shall be prepared by the Chair. Additions to the Agenda may be made by any Director, with the concurrence of the Chair.
Section 4. Quorum.
The quorum for any Board Meeting will be equal to one-third of the total number of Directors.
Article 7. Precedence of Society Bylaws.
In the event of a conflict between the Bylaws of the Society and the Bylaws of the Board of Directors, the Bylaws of the Society take precedence.
Article 8. Amendments to the Board Bylaws.
Any Director may propose an amendment. Proposals to amend these bylaws are to be circulated to the Board at least 30 days in advance of the next Board meeting.
At an Annual or Special Meeting, a majority vote of the Directors present and voting shall carry the proposed amendment.
When an amendment is proposed by the Chair, in writing, between Meetings, the Chair shall decide whether to hold the proposal for the next Meeting or put it to an earlier vote by mail. For voting by mail, the Chair shall promptly notify the Directors by a special mailing of the proposed amendment, with supporting arguments, requesting opposing arguments by 21 days after the date of mailing. Thereafter, the Chair shall mail the opposing arguments, and a ballot, to the Directors, with a voting deadline of 21 days after the date of mailing. The votes shall be tallied by the Chair, and verified by the Secretary, who shall notify the Directors of the outcome.
Section 4. Article 3 of These Bylaws Shall be Amended as Follows
There will be no separate election of officers of the Board (Chair, Vice Chair, and Secretary). The duly elected officers of the Society will fulfill, in addition to their regular duties as officers of the Society, the functions previously performed by those officers, as follows: the President of the Society shall perform the functions formerly performed by the Chair of the Board; the Vice President of the Society shall perform the functions formerly performed by the Vice Chair of the Board; and the Secretary of the Society shall be the Secretary for all purposes. Whenever these Bylaws refer to the Chair of the Board, or the Chair (in reference to the Chair of the Board), this is understood to be the President of the Society. Whenever these Bylaws refer to the Vice Chair, this is understood to be the Vice President of the Society. Whenever these Bylaws refer to the Secretary of the Board, this is understood to be the Secretary of the Society.