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.  

 

 

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 FOR BUSINESS PURPOSES

 

          The principal place of business shall be that of the elected president of the Society, or such other address as The ISS Governing 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, United States,  Phone # 1-813-503-4009.  The address of the current President is Robert Gaines, 913 Treasure Court, Fort Mill, South Carolina, 29708-6508, United States, Phone # 1-334-202-2444. Membership payments should be made online (see https://shawsociety.org) or be sent to the ISS Treasurer, Michael O’Hara, at 1001 E. Washington, Muncie IN 47305, United States,  Phone # 1-765-713-1037.

 

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 and playwright 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 ISS Governing Council, 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 Governing Council. The membership year is from January 1 to December 31. In early January of each year, the Webmaster and Treasurer should send notifications by email to the members from the previous year when dues are due for the new 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 Governing Council, which may meet in toto (literally or, more likely, in cyberspace) but for ordinary business shall divide into three general committees: an “Elected Executive Committee” (with staggered terms), an “Appointed Executive Committee” (with terms determined by the President), and an “Honorary Executive” (consisting of previous Presidents who volunteer in that capacity).”  

 

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.  The Appointed Executive Committee of two officers, the Webmaster and the Director of Publications, and the Honorary Executive Committee, consisting of however many past Presidents have accepted the invitation to serve, are to be readily available to the current President for consultation, advice, and voting when called for.  When a vote is called for at the Presidential level, the combined votes of the Elected Executive Committee, the Appointed Executive Committee, and the Honorary Executive Committee, which combined are referred to as The Governing Council, are final and binding.  The job of these three committees is to see to the day to day running of the ISS.

 

In addition there shall be an Honorary Advisory Committee  to consist of however many the President wishes to appoint for lifetime membership.  Members 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 and/or have made some special contribution to the society.  Their membership is free but can be paid for by the individual, if desired (as notified by the Treasurer).  Their advice will be sought by the President, but they do not vote.

 

The President shall be responsible for convening the ISS as a whole, the ISS Governing Council, and any ad hoc ISS committees as relevant and appropriate, and shall set the agenda and preside over all meetings, voting when appropriate 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 the Webmaster, after agreement among them as to who should do what.   

 

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, email, and voice mail frequently and to 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 Governing Council 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 Governing Council, 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 Advisory Committee) 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 Governing Council 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 symposia, 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 ISS Governing Council 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 Governing 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, arranging for a method of voting that assures anonymity by the voters, 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 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 a Webmaster and a Director of Publications to The Governing Council.  Although this would not be common, it is possible to have two positions on the ISS Governing Council, but such a person would have only one vote on that Governing Council. 

 

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,.  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 ISS Governing Council. The Director may petition The ISS Governing Council 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 Governing Council, the officers of the Elected Executive Committee to be appointed 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.  There is of course no guarantee that this pattern of staggered terms will continue.

 

B. LENGTH OF TERMS: Length of terms refers only to those members of the ISS Governing Council who are elected, as in the case of the five members of the Elected Executive Committee, who are to be 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.  Appointed members of the ISS Governing Council, such as the Webmaster and the Editor, serve for dates agreed upon with the President.  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 in September or October to issue a call for nominations, which are to be made directly to the Recording Secretary.  The Recording Secretary or the Webmaster must give candidates 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 in one of the five elected offices. 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 November the list of nominations for any given office, and shall vote within two weeks via an electronic voting process chosen by the Recording Secretary to assure anonymity for the voter.  In November or December, the Recording Secretary shall receive the totals on the electronic voting and will 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 three kinds of meetings--General Meetings of the membership at large, as at conferences and symposia, committee meetings of The ISS Governing Council, and whatever ad hoc committees are appointed by the President.   Only meetings of the ISS Governing Council would require a quorum for voting purposes, and a vote of at least half of the Council’s membership would then be required.  

 

A. General Meetings of the membership at large are not mandated but should be held, as much as possible, in concurrence with Shaw conferences and symposia or other appropriate professional meetings sponsored by the ISS.  When conditions (such as a pandemic) force such meetings to be held electronically, as, for instance, with the use of  Zoom, virtual presence may replace actual presence.  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 Governing 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 and other electronic devices an adequate substitute for personal meetings.   

 

1.      Voting Procedures of The ISS Governing Council: A simple majority of those voting shall be sufficient to pass most measures and motions, with the exception of approval of an amendment to this document, which requires voting by the entire membership.   When asking for a vote, the President shall first ask for discussion of the issue at hand, with those participating, actually or virtually, allowed to view all arguments and points of view.  A quorum, in this case, would require a vote of at least half of The ISS Governing Council’s membership.   

 

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 ISS Governing Council, 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 Governing Council (by majority vote of those voting) shall designate. 

 

C. Significant decisions about investments made by the President after consultation with the Treasurer may proceed after a majority vote of The ISS Governing Council 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 Governing 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.  Members of The ISS Governing Council 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 Governing 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 ISS Governing Council.  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 ISS Governing Council 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 ISS Governing Council 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 ISS Governing Council 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 Governing 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 ISS Governing Council, 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 current ISS members with email addresses shall be published annually, and 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 as a link from the ISS website. Currently this is incorporated in “The History and Mission of the ISS” at https://shawsociety.org/ISS-History-Mission.htm but may be moved to another website.

 

 

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 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.

 

By September of 2021, two main revisions of the Bylaws, which had been presented to the ISS membership for a vote, had more than two/thirds of those voting approving.  There were two main revisions of the Bylaws, one that required a switch to some sort of electronic voting process that would make voting more anonymous, and one that clarified the issue of governance by settling on just one name for the governing body. Over the years the governing body was sometimes called “the Executive Committee” and sometimes “The Governing Council,” thus muddying the waters.  While clarifying this by choosing “The ISS Governing Council” as the single governance name, this action expanded the voting privilege at the executive level from five to ten people, all of whom were members of The ISS Governing Council, either previously elected to the Presidency by the ISS or appointed by the current President.  The impact upon the Articles seemed minor enough, more a clarifying of essentials and consistent enough with present governance to forgo any need for the submission of the restated document to the State of Florida or The Internal Revenue Service of the United States of America.