BYLAWS

of

The International Society for MacIntyrean Enquiry, Inc.

I. NAME

The name of the corporation is The International Society for MacIntyrean Enquiry, Inc. (ISME), as set forth in the Articles of Incorporation.

II. OBJECTIVE

As set forth in the Articles of Incorporation, ISME’s work is inspired by Alasdair MacIntyre’s critique of contemporary ideas and institutions. ISME is dedicated to the theoretical and practical pursuit of the human good and seeks to bring together the different traditions that are informed by this Aristotelian principle. ISME provides a forum for contemporary Aristotelians, Thomists, Marxists, and others to explore grounds for a common project. Scholars in fields ranging from philosophy to social sciences, and others interested theoretically and practically in human flourishing, work within ISME to try to identify and promote that common good. All of ISME’s goals shall be pursued in a spirit of friendship and communal dialogue, whilst also engaging in dialogue with rival traditions.

III. MEMBERSHIP

1) Qualifications: Membership shall include any person who supports the objectives of ISME or who is more generally interested in MacIntyrean enquiry.

2) Decision-Making: we will use the model of rational deliberation for decision-making at meetings and voting will occur when members agree a vote is necessary.

a) Members shall each have one vote.

b) Absent members should refer to VI. 1). b).

3) Termination of Membership: The Member may terminate his or her membership if the Member sends written notice to the Central Committee or to the Executive Secretary. A Membership shall automatically terminate if a Member does not pay the annual dues.

4) Rights: Membership entitles Members to participate in the programs of ISME and to participate in the election of members of the Central Committee.

5) Dues:

a) Payment of dues is required for Membership, unless exempted by the Central Committee for a reasonable purpose.

b) Dues shall be set by the Central Committee with advice from the Steering Committee.

c) There shall be three levels of dues and subsequent benefits.

i. Full Members shall receive a discount on their conference fees and journals associated with ISME.

ii. Graduate Student Members shall not receive discounts on either conference fees or journal subscriptions associated with ISME.

iii. Participating Members shall not receive discounts on either conference fees or journal subscriptions associated with ISME.

IV. Governance/Committees

1) Central Committee

a) The stewardship of ISME shall be vested in the Central Committee

i. Executive Decisions: The Central Committee shall make decisions on behalf of ISME regarding issues that arise between General Membership Meetings and require resolution.

ii. Advice from Steering Committee: The Central Committee shall seek the advice of members of the Steering Committee when making decisions.

iii. Communication of Decisions: The Executive Secretary shall communicate any decisions to ISME’s Membership in the newsletter published following the decision.

b) Composition: There shall be at least three Central Committee members at all times.

c) Positions: The Central Committee shall consist of the Founding Members, Executive Secretary, General Secretary, Treasurer, both the Conference Secretaries for the immediately preceding year and current year, and any other persons the Central Committee deems appropriate.

i. Other Persons Deemed Appropriate:

(1) Temporary Appointment: Other persons deemed appropriate may be appointed by the Central Committee.

(2) Election: The appointed members shall serve until the next Annual General Membership Meeting.

(a) Ratification: At the annual membership meeting the General Membership shall vote to ratify the appointment of the Central Committee member. The term begins October 1 of the year the Member is appointed.

(b) Filling Vacancies: After terms expire the term shall renew with the ratification of the General Membership. If there are vacancies prior to a General Membership meeting the Central Committee may appoint a Member to the position and the appointment shall be ratified at the General Membership meeting.

d) Founding Members:

i. Shall be permanent members of ISME’s Central Committee and shall be full voting members of the Central Committee and the Steering Committee.

ii. Founding Members include: (1) Kelvin Knight, (2) Chris Lutz, and (3) Jeffery Nicholas

iii. Removal: Founding Members may be removed from the Central Committee with two-thirds of the vote of all voting members.

e) Term: The terms of all elected officers shall be five years.

i. The end of the term shall be September 30th of the appropriate year however Central Committee members may remain in their capacity until elections at the next General Membership Meeting. The term is considered to begin October 1st even if the Member is not elected until after this date.

ii. Central Committee members may serve unlimited consecutive terms.

f) Voting: Except as otherwise provided in these BYLAWS, decisions of the Central Committee shall be by vote of a majority of those present and voting, but not less than one-half of the Central Committee members then serving. Each member of the Central Committee shall have one vote.

g) Removal: A Central Committee member may be removed, without cause, as determined by a two-thirds vote of the Central Committee present at any meeting at which there is a quorum.

i. Central Committee members should be removed for their failure to participate in the activities of the Central Committee as evidenced by, for example, the failure to attend at least three consecutive meetings of the Central Committee.

h) Resignation: A Central Committee member may resign only by submitting a written resignation to the Executive Secretary or to the other Central Committee members, if the resigning Member is the Executive Secretary.

2) The Steering Committee

a) Role: The Steering Committee functions in an advisory role to the Central Committee and may be called upon either as a group or individually to respond to and discuss business via e-mail, telephone, or in person as deemed necessary.

b) Appointment: Members shall be invited by the Central Committee to be on the Steering Committee. Steering Committee members shall assist in promoting ISME and furthering its purpose. The Steering Committee may be comprised of the Book Series Editor, the Newsletter Editor(s), the Yearbook Editor(s), the Webpage Designer, and other Members as deemed necessary by the Central Committee.

c) Term: Steering Committee Members serve at the pleasure of the Central Committee. The Central Committee shall review the Steering Committee membership as needed, but at least once a year.

d) Meetings: A meeting of the Steering Committee may be called by any Central Committee member or by anyone appointed by the Central Committee to the Steering Committee.

3) Additional Committees:

a) Creation: Additional committees may be created as needed.

b) Appointment: Members of additional committees shall be appointed by the Central Committee with advice from the Steering Committee.

V.  OFFICERS

1) Election: Officers shall be elected by the general membership.

a) Nominations: Nominations for election shall be made by a nominating committee. The nominating committee shall be comprised of three current Steering Committee Members available at the meeting.

b) First Officers: The first selection of Officers shall be ratified by the founding Members. The selection shall be ratified at the first General Membership Meeting of ISME following incorporation.

2) Duties and Authority:

a) Executive Secretary: The Executive Secretary shall be responsible for organizing and conducting Central Committee meetings and General Membership Meetings, maintaining open lines of communication, promoting ISME, and other duties as determined in conjunction with the General Secretary, Treasurer, Founding Members, and, when necessary, the Steering Committee. The Executive Secretary may enter into contracts which have been approved by the Central Committee.

b) Treasurer: The Treasurer shall be responsible for the finances of ISME. Duties include but are not limited to the collection of dues, conference fees and donations, and the distribution of funds for receipts for authorized expenditures. Authorized expenditures include costs for conferences, newsletters, yearbooks, the ISME website, and other expenses as determined by the Central Committee. The Treasurer shall present an annual report to general membership of ISME at the General Membership Meeting. The Treasurer should be the registered agent in Indiana. If the Treasurer is not an Indiana resident, then the Central Committee shall appoint a member of the Central Committee to serve as the registered Agent in Indiana. The Treasurer may only enter into contracts which have been approved by the Central Committee.

c) General Secretary: The General Secretary shall work with the Executive Secretary and Treasurer to make important decisions outside of the Steering Committee when appropriate. The General Secretary shall record minutes of the Central Committee Meetings and the General Membership Meetings and shall authenticate ISME’s records.

d) Conference Secretary: The conference secretary is appointed by the central committee. The Conference Secretary works with the Central Committee to develop the yearly conference.  He or She works with the treasurer to assure efficient payment of conference expenses. The Conference Secretary may only enter into contracts which have been approved by the Central Committee.  The Conference Secretary shall render an account of the conference to the treasurer.

e) Immediate Preceding Conference Secretary: the person who served as conference secretary for the preceding year’s conference.

3) Term: Elected Officers shall hold office for five years or until either they resign or an election by the general membership is called for by two-thirds of the Central Committee, or two-thirds of the Steering Committee, or by a petition of over 50% of the general membership. The term shall begin October 1st. 

VI. MEETINGS

1) Annual meeting: ISME shall hold the annual General Membership Meeting at its annual conference.

a) Attendance: All Members are entitled to attend.

b) Remote Attendance: If reasonably available, Members may attend via any remote real-time technology such as telephone, videophone, etc. Although reasonable efforts should be made to accommodate this remote attendance, this does not vest a right for any Member to attend remotely if the technology is impractical or overly burdensome.  At least 10% of ISME’s general membership must attend for a quorum.

2) Interim meetings: When appropriate, ISME may hold an interim General Membership meeting.

a) Meeting during another conference: This meeting may coincide with the conference of another nonprofit which is similarly aligned with the mission of ISME.

b) Quorum: At least 10% of ISME’s general membership must attend the interim general membership meeting to have a quorum.

c) When appropriate: ISME may hold interim meetings when the regularly scheduled annual General Membership meeting is held on a different continent from the interim meeting. For example, when the annual Membership Meeting is held in Europe, ISME may have an interim meeting in North America, or another continent other than Europe.  Interim meetings should be limited to one meeting per year, per continent.

d) Continent definition: For purposes of these BYLAWS there are seven continents including Europe, Asia, Africa, Australia, North America, South America, and Antarctica.

e) Calling and Leading the Meeting: The Executive Secretary shall call interim meetings and may appoint another Central Committee Member to lead the meeting if they are unavailable to attend themselves.

3) Committees: The Central and Steering Committees will meet when necessary. A meeting is defined as any real-time communication in which all attendees can communicate.

a) Acceptable communications methods include but are not limited to: telephone, video conference, Skype, group text chat. Over 50% of the Central Committee Members must be present to have a quorum.

b) When the Steering Committee meets independently of the Central Committee or the General Membership over 50% of the Steering Committee Members must be present for quorum. However, if the Steering Committee does not have quorum the Steering Committee Members may still personally advise the Central Committee.

4) Notice of Meetings: Notice of Central Committee meetings shall be given to Committee members no less than 10 days in advance. If meetings are held regularly at the same time and day of week/month then notice of each specific meeting is not required but is preferred. Special meetings may be held if that is indicated in the notice and there notice is given 48 hours in advance. Special meeting notice may be oral or written.

VII. AMENDMENTS

1) These BYLAWS may be amended by consensus of Members present and voting at the annual General Membership Meeting.

2) If a consensus is not reached within a reasonable amount of time, the Central Committee may

a) either remand the issue to further discussion with the Steering Committee to be presented at a future business meeting

b) or call for a two-thirds majority vote on the issue at the present meeting. 

VIII. Finances

1) All funds collected from dues, conference fees, sales of publications, or royalties shall be maintained in accounts managed by the Treasurer

2) Expenditures: Funds shall be spent only on expenses approved by the Treasurer or Central Committee for ISME’s stated purposes.

a) Appropriate Expenditures: include, but are not limited to expenditures for the publication of conference papers, collection of a bibliography of Alasdair MacIntyre’s work, publishing of a quarterly newsletter and annual yearbook, maintenance of a web presence, and support of emerging scholars working with MacIntyre’s ideas

b) Approval of Expenditures:

i. The Treasurer may approve ordinary expenses (up to $1000.00 USD) involved in the ongoing activities of ISME. The treasurer gives notice to the Central Committee on any expenses over $500 USD.

ii. The Central Committee shall approve extraordinary expenses that support the stated objective of the ISME.

iii. The Treasurer may only enter into contracts that have been approved by the Central Committee.

iv. The Conference Secretary may only enter into contracts that have been approved by the Central Committee.

c) Bank accounts: The Treasurer may maintain accounts in Europe and North America; the Central Committee may designate an overseas assistant to manage funds locally.

IX. CONFERENCES

1) Importance to ISME: Conferences constitute the major activity of ISME.

2) Responsibilities and Rights: In MacIntyrean acceptance of the principle of subsidiarity, conference organizers are given the greatest latitude in organizing and planning the conference in consultation with the Central Committee, especially via the Executive Secretary, and any conference committee the Conference Secretary chooses. The Central Committee’s, and especially the Executive Secretary’s, main responsibility, with respect to ISME conferences is support of the Conference Secretary to carry out the mission of ISME through a visible and successful conference that encourages the dialogue and pursuit of the common good that defines ISME. 

X. Conflict of Interest

The Central Committee shall create and abide by a Conflict of Interest Policy and shall follow all applicable Federal and Indiana law. The Conflict of Interest Policy shall be made available to any Member who requests a copy. 

XI. Indemnification

ISME may indemnify committee members, officers, employees, and agents of ISME to the fullest extent required or permitted by the General Laws of Indiana. 

XII. Compensation

The Members of Committees and the elected officers of the ISME shall serve without compensation for their services as Committee Members or officers. Committee Members and officers may be reimbursed for all expenses reasonably incurred on behalf of ISME.

XIII. Fiscal Year

The fiscal year of ISME shall be from October 1st to September 30th.

XIV. Action without meeting

1) Any action which may be properly taken by the Central Committee assembled in a meeting may also be taken without a meeting.

2) Procedure: Action may be taken via email, mail or another reasonable medium. For such action to be valid the following steps must be followed:

a) The issue or question shall be emailed to all voting Central Committee Members and should be sent to the Steering Committee Members as well.

b) Any questions or discussion shall be done by replying to all Members so that all may engage in discussion.

c) To cast a vote, the Central Committee member shall reply their vote to all Central Committee Members.

d) Over 50% of the Central Committee must vote and agree with the action to be taken for the action to be valid.

e) The email chain showing all discussion and votes shall be filed with the minutes either electronically or in hard form. Mere record in the inbox of Committee members is insufficient recording.

f) Such consent shall have the same force and effect as a vote of the Central Committee assembled. 

XV. Nondiscrimination

The organization’s officers, committee Members, employees and persons served by ISME shall be selected in a non-discriminatory manner with respect to age, sex, race, color, national origin and political or religious opinion or affiliation. 

Adopted by the Central Committee this 8th day of December, 2011.