ARTICLES & BYLAWS
OF THE INTERNATIONAL SHAW SOCIETY, Inc.
Following are the “Articles of Incorporation of the International Shaw
Society” (items I through IX) as approved by the State of Florida and the United
States Internal Revenue Service for not-for-profit, tax-exempt
status--501(c)(3). Following that are
the “Bylaws of the International Shaw Society,” which are supplemental to the
“Articles of Incorporation.” Amendments
to “Articles” must be submitted for approval to the State of Florida and the
IRS in the form of “Restated Articles” before they are official, with the
exception of when amendments to The “Bylaws” do not impact or contradict the
Articles. The restated version below was
approved by a more than two-thirds vote of the ISS on November 17, 2014
PART A:
ARTICLES OF INCORPORATION OF
THE INTERNATIONAL SHAW SOCIETY, Inc.
ARTICLE I: NAME
The name of the corporation shall be
The International Shaw Society, Inc., hereafter referred to as “the ISS” or
“the Society.”
ARTICLE II: PRINCIPAL OFFICE
The principal place of business shall
be that of the elected president of the Society, or such other address as the
ISS Council may from time to time determine.
The initial mailing address was R. F. Dietrich, Founding President of
the International Shaw Society, 14429 Wadsworth Dr., Odessa, FL 33556,. The address of the current President is
Michael O’Hara, 1001 E. Washington St, Muncie, IN 47305-2047. A general address is The ISS, P.O.Box 728, Odessa, FL 33556-0728.
ARTICLE III: PURPOSE
The ISS shall exist to provide a
means for those interested in the study of the life, times, and career of Irish
writer George Bernard Shaw to coordinate their activities, exchange information
and ideas, and promote an interest in Shaw worldwide.
ARTICLE IV: STATUS
The ISS is a not-for-profit organization incorporated under the laws of
the state of Florida (Document # NO3000008490) on September 29 of 2003 in the
United States of America but serving an international membership and
occasionally meeting abroad. The ISS was
found to be in compliance with Section 501(c)(3) of the Internal Revenue Code
on January 30, 2004, giving it tax-exempt status. Said corporation is organized
exclusively for charitable, religious, educational, or scientific purposes,
including, for such purposes, the making of distributions to organizations that
qualify as exempt organizations under section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code.
ARTICLE V: MEMBERSHIP
The ISS seeks a broad membership reflecting interest in all
aspects of Shaw’s life and work.
Membership shall be open to anyone upon payment of dues, which shall be
less for students than for others. Membership categories and the amount of dues
for each shall be determined by the Elected Executive Committee, after
considering proposals from the Treasurer.
Members in good standing (with paid up dues) shall receive all rights
and privileges as determined by the ISS Elected Executive. The membership year
is from January 1 to December 31. The Membership Secretary shall remind the
Webmaster to send written notification in December to the members when dues are
due for the next year and to send a second notification to those members who
have not renewed by March 1.
ARTICLE VI: GOVERNANCE
The ISS shall be governed by The ISS Council, which may meet in toto (literally or, more likely, in cyberspace) but for
ordinary business shall divide into two general committees: an Executive Committee and an Advisory Committee, both of which will
be divided into subcommittees. The Executive Committee is to be divided into
“Elected Executive,” “Appointed Executive,” and “Honorary Executive.” The Advisory Committee is to be divided into
a “General Advisory Committee” and an “Honorary Advisory Committee.”
The Elected Executive Committee of five officers {President, Vice
President, Treasurer, Recording Secretary, and Membership Secretary} is to be
elected by the membership at large and their job is to see to the day to day
running of the ISS. The Appointed Executive Committee of two officers, the Webmaster
and the Director of Publications, and an Honorary
Executive Committee, consisting of however many past Presidents have accepted the invitation to serve,
are to be readily available to the President for consultation and advice. Only the votes of the Elected Executive
Committee are final and binding; all other votes by other committees are
advisory to the President and the Elected Officers.
The General Advisory Committee is to consist of fifteen members
appointed by the President with majority approval of the Elected Executive
Committee; The Honorary Advisory
Committee is to consist of however many the President wishes to appoint for
lifetime membership. Members of both
advisory committees shall largely be senior members who have distinguished
themselves in some way in the study or practice or appreciations of literature
or drama or theater in general and Shaw in particular, with the Honorary
Advisory being reserved for the most elderly members.
One cannot be a member of an Executive Committee and an Advisory
Committee at the same time. Terms of
office for all but members of the Honorary Committees shall be three years in
length and staggered so that only about one-third of the Council shall be up
for election or appointment (as the case may be) in any given year. Members of the Honorary Executive or Honorary
Advisory are lifetime appointees.
The President shall be responsible for convening the ISS as a whole, the
ISS Council, and any ISS committees, and shall set the agenda and preside over
all meetings, voting when necessary to break ties and reporting the significant
results of meetings to the membership at large.
The President may delegate some of these actions to the Vice President
or some other officer.
ARTICLE VII: RESPONSIBILITIES OF THE CORPORATION
No part of the net earnings of the
corporation shall inure to the benefit of, or be distributable to its members,
trustees, officers, or other private persons, except that the corporation shall
be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes
set forth in Articles Three and Four hereof. 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 VIII: DISSOLUTION
Upon the dissolution of the
corporation, assets shall be distributed for one or more exempt purposes within
the meaning of section 501(c)(3) of the Internal Revenue Code, or the
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. Any such assets not so disposed of shall be disposed of by a Court of
Competent Jurisdiction of the county in which the principal office of the
corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.
ARTICLE IX: FOUNDERS
COUNCIL/OFFICERS
The ISS Founders, a group of 28
interested people at an August 20th, 2003 meeting at the Shaw
Festival Theatre in Niagara-on-the-Lake, Ontario, Canada, elected Richard F.
Dietrich as Acting President of the ISS and empowered him to appoint an ISS
Founders Council that would serve as the Founding Directors and assist him in
seeking not-for-profit, tax-exempt status for the ISS. The ISS Founders Council, appointed by the
Acting President with unanimous approval of the ISS Founders, consisted of 9
members, the majority of whom are citizens of the United States of America, and
were listed on the application for tax-exempt status as signatory
witnesses. Once past the founding period
(i. e. when the ISS was legally established with the
IRS as a tax-exempt corporation), the ISS was organized as described in the
original version of this document and subsequent restatements, including this
one, and did and will operate by the following bylaws as well.
[The 9 members of the Founders Council/Founding Directors were Sidney
Albert, T. F. Evans, Richard F. Dietrich, Anthony Gibbs, Nicholas Grene,
Lagretta Lenker, Ann Saddlemyer, Stanley Weintraub, and Don Wilmeth. ]
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PART B:
BYLAWS OF THE INTERNATIONAL SHAW SOCIETY, Inc.
BYLAW I. OFFICERS:
JOB DESCRIPTIONS
A. A GENERAL QUALIFICATION: Communication being essential to the
running of the organization, no one should accept a nomination for any office
unless he or she is prepared to make his or her personal email address and
phone number available to the membership at large and guarantee to check mail
and voice mail both frequently and respond promptly.
B. ELECTED
OFFICERS:
1. THE PRESIDENT shall act as the chief executive
officer of the ISS, represent the ISS in all interfaces outside the ISS, prepare
an agenda for and preside over all meetings of the ISS as a whole or in part or
appoint a designate, and delegate such responsibilities as will best serve the
interests and purposes of the ISS. The President shall present to the Elected
Officers of the Executive Committee in January a projected budget and a plan of
action for the forthcoming year for their majority approval. As soon after election as possible, the President, with the majority
approval of the Elected Officers of the Executive Committee, shall appoint a Webmaster (for the
operating of the ISS website and other internet venues such as emailing the
membership) and
a Director of Publications (who shall serve as General Editor of the journal
SHAW and produce the annual ISS Newsletter) for mutually agreed-upon terms. The terms of all committees mandated by the
Bylaws (with the exception of the Honorary Executive and Honorary Advisory
Committees) or created ad hoc by the
President shall end with the term of the President, although a new President
may reappoint them. To sum up, it is the
responsibility of the President to see that all necessary administrative
actions taken on behalf of the ISS, as implied or stated above or below, are
taken in a timely manner and that the ISS Council, especially the Elected
Officers of the Executive Committee, is consulted where appropriate and its
votes counted and applied as advisory or binding where appropriate. .
2. THE VICE PRESIDENT shall act as chief executive officer
in the event of the President’s inability to serve. The Vice President may be assigned to act as
chair of whatever ad hoc committees
are formed to meet specific needs, and shall be responsible for such other
matters as are delegated by the President, with special emphasis upon planning
for the future, including fund-raising, future conferences, and the like.
3. THE TREASURER shall have charge of the finances of
the ISS and shall keep full and accurate accounts of dues payments, grants,
bequests, etc. and receipts and disbursements in books, journals, and other
publications of the ISS. The Treasurer
shall deposit all moneys and other valuable effects in the name and to the
credit of the ISS in such depository or depositories as have been agreed upon
by the Elected Executive and make monthly reports of all financial transactions
to the President. The Treasurer shall assist the President in preparing an
annual projected budget and whatever tax documents are required by law. As soon after a fiscal/calendar year has
passed and no later than the end of January, the Treasurer (even if outgoing)
shall present to the ISS Council an Annual Treasurer’s Report that itemizes and
sums up income and expenditure for the entire past year, which is then to be
broadcast to the entire membership by mail or email and posted on the ISS website.
4. THE RECORDING
SECRETARY shall
record the minutes of the meetings and distribute those in a timely fashion
through the actions of the Webmaster. In the concluding months of each year,
the Recording Secretary shall oversee the nominating and balloting process in
the election of officers, keeping full records of such, and announce the
results through the auspices of the Webmaster.
5. THE MEMBERSHIP
SECRETARY shall
maintain an up-to-date membership list in a database form, prepare a database
for the Treasurer to be used in membership journal orders, and prepare for
publication by the Webmaster on the Members Page of the ISS website an annual alphabetized membership directory with email
addresses. The Membership Secretary should always be
involved in and take the lead in membership recruitment.
C. APPOINTED OFFICERS: In addition, the President is to
appoint, with majority approval of the Elected Executive Committee, a Webmaster
and a Director of Publications, who will be advisory to the Elected
Executive Committee. Although this would
not be common, the Webmaster and Director of Publications may be the same
person and may simultaneously be a voting member of the Elected Executive
Committee. That is, it is possible to
have two or even three positions on the Council, but only membership on the
Elected Executive would entitle one to a binding vote.
1. THE WEBMASTER. Inasmuch as the ISS will exist most of the time and for most
of its members primarily in “cyberspace,” the Webmaster, with the assistance of
the Director of Publications, has a key role to play in the furtherance
of the ISS in the maintaining and updating of the ISS website and, possibly,
other internet venues, such as a listserv, blog, quote hotline, chat room, etc. Most of the ISS documents of record, such
as minutes of meetings, the membership list, balloting results, reports by
officers, the Treasurer’s Annual Report, etc.,
shall be available to all members either by email or by posting on the ISS
website, and members shall be notified that this is so. The Webmaster should always be looking for
ways to bring new technology to bear on the operation of the website and other
internet venues, especially that which enhances communication and information-sharing
among members. The Webmaster is the
chief facilitator of the interchange among members that should be the life of
the organization.
2. THE
DIRECTOR OF PUBLICATIONS. The Director of
Publications shall be appointed by the President, with majority approval by the
Elected Executive Committee, after consultation with the Advisory
Committee. The Director shall be in
control of all matters having to do with the selection of materials to be
published, especially in the journal SHAW and the annual ISS Newsletter, and
the means by which they are published, but in this must follow policies and
budgets established by the Elected Executive Committee. The Director may
petition the Elected Executive Committee
for a change of policy or budget change but may not initiate or change policy
or budgets. In the Director’s job as
General Editor of the journal SHAW, the Director may poll the SHAW’s Editorial Board in decision-making, the Board’s vote
being advisory only. .
BYLAW II. TERMS OF OFFICE:
A. STAGGERED TERMS: Initially, the Acting President,
with the majority approval of the Founding Members, shall appoint the original
members of the ISS Council, including officers, to staggered terms (1/3 for 3-year
terms, 1/3 for 2-year terms, 1/3 for a 1-year term), so that when elections or new
appointments are made for 3-year terms, approximately only one-third of the Council’s Elected
Executive Committee or Active Advisory Committee will be replaced in a single
election.
B. LENGTH OF TERMS:
After the initial appointments for staggered terms, members of the ISS
Council shall be, in the case of the Advisory Committee, appointed or, in the
case of the Elected Executive Committee, elected by the membership at large for
three-year terms. Terms will begin on
January 1 of the year the term begins and end on December 31 of the year the
term ends. Normally, no one may serve more than two consecutive terms in any
given office, but a third consecutive term is allowed if no member agrees to be
nominated for the office in question.
Other exceptions to the rule of two consecutive 3-year terms are to the
two Honorary Committee appointments, Honorary Executive and Honorary Advisory,
which are to be lifetime appointments.
Presidents rotating off the presidency are invited to serve on the
Honorary Executive Committee for as long as they wish but may decline.
BYLAW III. ELECTION PROCEDURES:
A. NOMINATION
PROCEDURES: When elections are needed to replace
elected officers whose 3-year terms are concluding, the Recording Secretary
should ask the Webmaster early in October to issue a call for nominations,
which are to be made directly to the Recording Secretary. Candidates must be given job descriptions of
the office they are nominated for and must agree (in writing) to their names
being placed in nomination.
Self-nomination is acceptable.
B. CAMPAIGNING: Members nominated
for office may post on the ISS website, with the assistance of the Webmaster, a
statement of their positions (not to exceed a single typed page) and/or they
can ask to have their statement distributed via email to the membership by the
Webmaster.
C. VOTING PROCEDURES: A simple majority of those voting in
the membership at large elects a member to office. If there are more than two
candidates for an office, votes shall be weighted so that run-offs are
unnecessary. The membership shall receive by email in October or November the
list of nominations for any given office, after which a paper ballot will be
emailed that can be anonymously marked and mailed back to the Recording
Secretary, with a due date that is to be followed strictly, postmarks
applying. In November or December, the
Recording Secretary shall count the ballots and ask the Webmaster to report the
votes to the entire membership. Records
of voting are to be retained and filed but kept as anonymous as possible. If there is only one
candidate for an office, however, no vote will be taken and the candidate will
be declared elected by acclamation.
BYLAW
IV. MEETINGS & QUORUMS: There may be two kinds of meetings--General
Meetings of the membership at large, and committee meetings of the ISS Council,
its subcommittees, and whatever ad hoc
committees are appointed.
A. General Meetings of the membership at large are not
mandated but should be held, as much as possible, in concurrence with Shaw
conferences or other appropriate professional meetings sponsored by the ISS.
As a quorum is never likely to occur in any meeting of such a disparate
and far-flung organization, no vote taken at a General Meeting is anything but
advisory.
B. Meetings of the ISS Executive Committee, the
Advisory Committee, and the entire ISS Council are strongly recommended but not
mandated, given how far-flung
members of the ISS are likely to be and how technology (the Internet) has overcome these distances and has
thus made email an adequate substitute for personal meetings.
1. Elected Executive
Committee Voting Procedures: A simple majority of those officers voting shall be
sufficient to pass most measures and motions, with the exception of approval of an
amendment to this document. However, the
President shall make every effort to get the vote of all five members of the Elected Executive
Committee, whether in an actual meeting or otherwise. Discussions on matters to be voted on by the
Elected Executive Committee may take place by email or in a conference call in
which all involved may voice opinions, view or hear the opinions of others, and
respond to them before votes are taken. Since all five members of the Elected
Executive Committee are expected to vote on most issues, quorums will only be at issue when a committee member is too ill to
vote or unable to communicate a vote. In
those exceptional cases, a simple majority of those able to vote shall
rule. In the event of a tie vote which the President
is unable or unwilling to break, the Advisory Committee shall be polled, and a majority vote (of those
voting) shall break the tie.
2. Advisory Committee and Council Voting
Procedures: Meetings of the larger and even more far-flung Advisory
Committee or the entire Council will probably not occur often, if ever, and
thus their votes and discussions will occur via email provided by the
Webmaster. Their advice to the
Elected Executive Committee and the membership at large shall be communicated
via emails from the President or the Webmaster, but their votes are not binding on the
ISS or the Elected Executive Committee, except as noted in this document.
BYLAW
V. FISCAL POLICY: The fiscal year shall be from January 1 to December 31. Standard fiscal policies are as follows:
A. The Treasurer shall assist the President in
preparing an annual projected budget and whatever tax documents are required by
law. As soon after a fiscal/calendar year
has passed and no later than the end of January, the Treasurer (even if
outgoing) shall present to the Elected Executive Committee and the Advisory
Committee an Annual Treasurer’s Report that itemizes and sums up income and
expenditure for the entire past year, and that provides a general summary of
the financial condition of the ISS to date, which, upon approval by the Elected
Executive Committee, is then to be sent to the entire membership by mail or email and posted on the ISS website. At the discretion of the officers other than
the Treasurer or upon the request of the membership at large, the ISS may
appoint a firm of accountants (or the equivalent) to audit the financial
records of the Society.
B. All bank and investment accounts shall have as signatories
the current President and Treasurer, but they may also have the signatures of
the previous President and Treasurer during the time it takes to transfer
responsibility from one administration to the next. Thus all checks, drafts, demands for money,
and notes of the ISS and all written contracts of the ISS shall be signed by
the President or Treasurer, or, if they are ill or unable to sign in an
emergency, such officer or officers, agent or agents, as the ISS Council (by
majority vote of those voting) shall designate.
C. Significant decisions about
investments should be made by the President after consultation with the
Treasurer, and a majority vote of the Elected Executive Committee
approves.
D. All assets,
dues, earnings, and contributions accruing to the ISS shall be used exclusively
for educational purposes, including payment of expenses incidental
thereto.
E. No part of the assets of the ISS may be distributed
to any officer, member of the ISS Council, or any private individual. This provision shall
not be construed to prohibit reimbursement of legitimate expenses incurred by
members of the ISS or payment of reasonable compensation for services rendered
to the ISS when duly authorized in accordance with these Articles. Elected Officers of the ISS shall be
reimbursed on demand for out-of-pocket expenses necessary to the transaction of
ISS business up to a total of $100 per annum.
Expenditures by Elected Officers that exceed that limit must be approved
by the ISS Council (by majority vote of those voting). An exception may be
made when a private donation is made to the ISS to set up a special fund to
reimburse expenses for a particular office, such as the current SHAW Editor’s
Travel Fund. Finally, no elected or
appointed member of the Council may receive money from prizes or awards or
their like from the ISS during a term
in ISS office, unless the prize or award is strictly honorary (i.e., no money
is involved)..
BYLAW VI. CONTINGENCIES:
A. RESIGNATIONS AND
SUBSTITUTES: All
resignations shall be submitted in writing to the President and submitted for action by the Elected Executive
Committee. Whether a resignation has been officially submitted or not, if any
officer or member of a committee is unable to perform the duties of office, for
the rest of the term or for a part of the term, the Elected Executive Committee
by majority vote shall appoint a substitute to finish the term of office or for
a specified period. If the vacancy
occurs early in the term of an officer, the Elected Executive Committee may ask
for a special election to be held.
B. REMOVAL OF OFFICERS
OR COMMITTEE MEMBERS: Officers or committee members may be removed if good cause is found, such
as an unwillingness or inability to perform the duties of the office or to perform them in a timely
matter, or
for unprofessional conduct. Any member can petition the
Executive Committee to have an officer or committee member removed but must
provide a reasonable explanation for the petition. The officer or committee member in question
must be given opportunity to reply to the petition. Thereafter an officer or committee member can
be removed by a majority vote (of those voting) of the ISS Council, if ratified
by a 2/3rds vote (of those voting) in the membership at large.
BYLAW
VII. AMENDMENTS: The Articles of Incorporation in Part
A above shall also serve as bylaws for the ISS and shall thus be subject to
amendment. Any member may submit a proposal for an
amendment to either The Articles of Incorporation or The Bylaws, along with the
argument for it, to the President at any time, and the President shall see that
the amendment and its argument are fully considered by the Executive Committee,
and, if, after a month, is approved by majority vote, then be submitted to the
membership for a vote within a month of submission, a two-thirds majority of
members voting being necessary for approval.
If an amendment passes, then the President shall see that the Articles
(or Bylaws) are rewritten to accommodate the change. Amendments should be added in a special
section at the end of this document and referred to in the body of the text
where it is appropriate to do so.
Alternatively, if revisions being proposed are many and extensive, a
Restatement of the entire document may be presented instead of proceeding
amendment by amendment.
BYLAW
VIII. LISTINGS OF MEMBERS: A list of all members shall be
published annually, but a special listing of the Founding Members, the
Financial Founders, the Sponsors, and the Lifetime Memberships (or whatever
other special memberships are created) shall be posted on the ISS website.
Currently this is incorporated in “The History and Mission of the ISS” at https://shawsociety.org/ISS-History-Mission.htm
.
LIST OF AMENDMENTS:
PLEASE NOTE: A “RESTATED ARTICLES OF INCORPORATION FOR THE INTERNATIONAL SHAW SOCIETY, INC.,” in Compliance with State of Florida Chapter 617, F.S. (Not for Profit) and Statue 6171007, was approved by the State of Florida on November 13, 2003 and by the Internal Revenue Service of the United States of America on January 30, 2004. See the original documents for signatures and stamps of certification.
In November
of 2014 a “Restated Articles and Bylaws of the International Shaw Society” was
presented to the ISS Executive and the ISS membership for discussion and a
vote. A majority of those voting were
in favor, and since amendments did not impact or contradict the Articles of Incorporation,
a “Restated Articles of Incorporation of the International Shaw Society, Inc.”
did not need to be submitted to the State of Florida and the Internal Revenue
Service of the United States of America for approval.