BYLAWS OF
SOCIETY OF ROGERIAN SCHOLARS, INC.
Adopted March, 1995
Revised January, 1996
Amended June, 2008
Amended March 2010
Amended June 2011
Amended August 2015
Amended June 2019
Amended March 2022
Amended September 2023
ARTICLE I
OFFICES
The principal office of the Corporation shall be located at such place in the City of New York, State of New York as the Board of Directors (“the Board”) may from time to time determine. The Corporation may also have other offices, at such other places both within and without the State of New York as the Board may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEMBERS
Section 1. Membership. In accordance with the provisions of Section 601 (a) of the New York Not-for-Profit Corporation Law, the Corporation has members who shall be persons eligible to be elected or appointed from time to time as to the Board and who shall be considered to be the members of the Corporation for the purposes of any statutory provision or rule of law relating to members of a non-stock not-for-profit corporation. A member of the Society of Rogerian Scholars in good standing shall have paid current annual dues by the published due date. Honorary members of the Society shall be designated by the Board and include the Founders of the Society of Rogerian Scholars.
Section 2. Meetings. A meeting of the membership shall be held annually. Additionally, each year there will be an election of Officers and Directors, announcement of ballot results, and the transaction of such other business as may properly come before the membership.
A quorum will be comprised of a majority of the members of the Board and 5% members of the Society of Rogerian Scholars. All members of the Society are invited to attend the Annual Meeting.
Section 3. Notice. In accordance with Section 605 of the New York Not-for-Profit Law, notice of meeting shall be by first class mail or by telephone, facsimile, electronic mail, or hand delivery and shall be given not less than ten nor more than fifty days before the date of the meeting. Notice of meeting need not be given to any member who submits a signed waiver of notice whether before or after the meeting. Members have the responsibility to update their contact information with the Treasurer if it has changed.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers and Number. The Board shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The Board consists of officers and directors; all are voting members. The number of directors that shall constitute the Board shall be not less than three or more than eighteen, including the officers. Within the specified limits, the number of directors shall be determined by the Board. In addition, the editor of Visions and the president of the SRS Martha E. Rogers Foundation, Inc. serve as ex-officio members of the Board.
Section 2. Election and Term.
(a) Elections shall take place by mail or electronic ballot as determined by the Board prior to each annual meeting of the membership. All members of the Board shall have full voting rights.
(b) In conjunction with annual meetings of the membership, Class I Officers and Directors shall be elected in odd years, and Class II Officers and Directors shall be elected in even years. For a term of two years in odd years, the Vice-President and Treasurer shall be elected Officers in Class I; also, three Directors shall be elected. For a term of two years in even years, the President, Secretary, and Chairperson of the Nomination Committee shall be elected Officers in Class II; also, three Directors shall be elected.
(c) The Board shall be elected by a majority vote of the membership submitting ballots. Each member shall serve until the expiration of their term and until the earliest of the election or appointment and qualification of the member’s successor or until such member’s death, resignation, or removal. At the expiration of any term of two years, the member may be reelected.
Section 3. Vacancies and Newly Created Directorships. Newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the Board for any cause, including any such vacancy occurring by reason of the removal of any director from office with or without cause, may be filled by the vote of a majority of the directors then in office. Each director shall serve until the next annual meeting and until the earliest of such director’s successor being elected or appointed and qualified or until the earliest of such director’s death, resignation, or removal. New directorships will be apportioned between the election cycles.
Section 4. Removal. A Board member may be removed with or without cause by a majority vote of the membership. Provided there is a quorum of all members of the Board. A member may be removed for cause by the vote of two thirds of the Board present at the meeting at which such action taken.
Section 5. Resignation. Any member may resign from office at any time by delivering a resignation in writing to the President. The resignation shall take effect at any time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If a member resigns from the Board, he or she shall be deemed to have resigned as an officer of the Corporation pursuant to Article V, Section 4.
Section 6. Meetings. Regular or special meetings of the Board shall be held at such time and places as may from time to time be fixed by the Board or as may be specified in a notice of meeting. Special meetings of the Board may be held at any time upon the call of the President or any director upon written demand of not less than a majority of the entire Board.
Section 7. Notice of Meetings. Notice need not be given of regular meetings of the Board if the time and place of such meetings are fixed by the Board. Notice of each special meeting of the Board must be given to each director not less than two days before such meeting. Notice may be in writing and sent by electronic mail, addressed to such member at his or her address as it appears on the records of the Corporation. Members have the responsibility to update their contact information with the Treasurer. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice may also be by telephone or sent by facsimile transmission or electronic mail. Notice of a special meeting(s) need not be given to a member who submits a signed waiver of notice before or at the meeting’s commencement.
Section 8. Place and Time of Meeting. Meetings of the Board shall be held at a location, within or without the State of New York, or by telephone or electronic communication, as is determined by the Board or, in the case of a special meeting, by the person or persons calling the special meeting.
Section 9. Quorum. At each meeting of the Board a majority of the entire Board shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the entire Board, the meeting will be adjourned. A majority of the entire Board is required at Board Meetings to vote on agenda items.
Section 10. Manner of Acting and Conflicts Policy. The vote of a majority of the Board present at any meeting at which there is a quorum shall be the act of Board. In connection with all actions taken by the Board with respect to any contract or transaction between the Corporation and one or more of its members or between the Corporation and any other corporation, firm, association, or other entity in which one or more of the members of the Corporation are members or have a substantial financial interest, affiliation, or other significant relationship, each such interested member of the Corporation shall:
(a) Disclose to the Board the material facts as to such member’s interest in such contract or transaction and as to any such common directorships, offices, or substantial financial interest, affiliation, or other significant relationship, which disclosure shall be duly recorded in minutes or resolutions relating to such actions, and
(b) Abstain from voting on such contract or transaction.
Interested members may be counted in determining the presence of a quorum at a meeting of the Board that authorizes such contract or transaction.
Section 11. Organization. At each meeting of the Board, the President, or, in the President’s absence, the Vice President or a person chosen by the members’ present shall act as president. The Secretary shall act as secretary of each meeting of the Board. In the absence of the Secretary, the president of the meeting shall appoint a secretary of the meeting.
Section 12. Committees of the Organization. The work of the organization is accomplished through Standing and Special (ad hoc) Committees. There are eleven Standing Committees: Awards; Bylaws; Communications and Marketing; Conference Planning; Digital Communications; Diversity, Equity and Inclusion; Historian/Archivist; Membership; Nominations; Publications; and Resource Development. The Board may, by resolution adopted by a majority of the members, designate Special (ad hoc) committees, including without limitation an executive committee, to have and exercise such power and authority as the Board shall specify and as permitted by law. Each Standing or Special committee shall consist of at least two members of the organization in good standing, one of which is a member of the Board who will chair the committee and serve as liaison to the Board. The Chairs of the Standing Committees shall be appointed by the President with the consent of the members. Members of the Standing Committees are nominated and approved to serve at the annual conference. Chairs and members of Special Committees volunteer and are appointed.. In the absence or disqualification of a member of a standing committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such persons constitute a quorum, may unanimously appoint another member to act at the meeting in place of any such absent or disqualified member. Members of Standing and Special Committees are appointed and approved by the membership at the annual meeting.
12.2. Standing Committees
* Awards Committee: The Awards Committee shall be responsible for proposing awards and developing criteria for the proposed awards. The proposals and criteria shall be submitted to the Board for approval.
* Resource Development Committee: The Resource Development Committee is responsible for proposing resources for the public that can advance the Science of Unitary Human Beings (SUHB). These resources might be books, blogs, seminars/webinars, and other media or materials. The proposals for resources are approved by the Board. The Board reviews and approves all resources that are identified as resources of the Society of Rogerian Scholars.
*Membership Committee: The purpose of the Membership Committee is to monitor membership and be responsible for maintaining the membership list based on members remaining current with annual dues.
* Nominations Committee: The purpose of the Nomination Committee is to: 1) in conjunction with the Board and membership, recruit a slate of candidates for various Board positions; 2) prepare a ballot so that membership can vote on candidates for the Board; 3) seek from the Board, a member willing to serve as the teller who tallies the vote; 4) report the outcome of the vote at the Annual Business Meeting.
*Bylaws Committee: The purpose of the Bylaws Committee is to review and update the organization’s Bylaws on an annual basis to ensure they remain current, relevant, and congruent with the mission and vision of the Society of Rogerian Scholars, Inc.
*Conference Planning Committee: The purpose of the Conference Planning Committee is to organize and plan the annual SRS Conference.
*Communications & Marketing Committee: The purpose of the Communications and Marketing Committee is to in conjunction with the Board 1) provide membership with the most up-to-date information about SRS; 2) update and maintain the SRS web page; 3) coordinate with members engaged in social media to relay information in a way that is congruent with the organization.
* Digital Communications: The purpose of this position is to create and manage a social media presence to highlight SRS and the SUHB, in addition to triaging questions sent to the organization’s email (rogerianscholars@gmail.com). A member will be appointed by the President.
*Diversity, Equity, and Inclusion (DEI): The purpose of the DEI Committee is to create a safe space to discuss issues related to topics, promote diversity of our membership and foster an inclusive environment for all members of the organization.
* Historian/Archivist: The purpose of the Historian/Archivist is to collate, organize and provide a secure repository(s) that support SRS. The Historian/Archivist will also secure the original works of Dr. Martha E. Rogers, the SUHB, and any papers, photos, presentations or other media that have relied and expanded on the work of Rogers and SUHB.
*Publications Committee/Journal: The purpose of the Publications Committee is to advise, support and promote articles associated with the Science of Unitary Human Beings.
Voting. At each meeting of a committee, a majority of members on the committee shall be present to constitute a quorum. The vote of a majority of the members of a committee present at any meeting at which there is a quorum shall be the act of the committee.
Section 13. Meeting by Conference Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 14. Action without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if a quorum of the Board or such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee.
Section 15. Compensation of Directors. The Corporation shall not pay any compensation to members for services rendered to the Corporation, except that members may be reimbursed for expenses incurred in the performance of their duties to the Corporation.
ARTICLE IV
ADVISORY BOARD
The Board may designate an Advisory Board. Such Advisory Board shall consist of person(s) who are interested in the purposes and principles of the Corporation. The Advisory Board shall not have or purport to exercise any powers of the Board nor shall it have the power to authorize the seal of the Corporation to be affixed to any papers that may require it.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the Corporation may consist of a President, a Vice-President, a Secretary, a Treasurer, a Chairperson of the Nominating Committee, and such other officers with such titles as the Board shall determine, all of whom shall be elected by and serve at the pleasure of the membership of the Corporation.
Section 2. Election, Term of Office, and Qualifications. The officers of the Corporation shall be elected pursuant to Article III, Section 2 of these By-Laws by a majority vote of the membership and the results of the election will be announced at the annual meeting of the membership, and each officer shall hold office until the expiration of such officer’s term of two years or until the earlier of such officer’s successor being chosen and qualified or until such officer’s death, resignation, or removal. One person may hold, and perform the duties of more than one office, provided that the offices of President and Secretary may not be held by the same person. All officers shall be ex-officio members of the Board and shall be subject to the supervision and direction of the entire Board.
Section 3. Removal. Any officer elected or appointed by the Board may be removed by the vote of a majority of the Board, either with or without cause, at any meeting of the Board at which a majority of the Directors is present.
Section 4. Resignations. Any officer may resign at any time by giving written notice to the President. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An officer who resigns shall also be deemed to have resigned from the Board pursuant to Article III, Section 5 of these By-Laws.
Section 5. Vacancies. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for regular election to such office.
Section 6. President. The President shall preside at all meetings of the Board. The President shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as the Board may assign to the President.
Section 7. Vice President. At the request of the President or in the event of the President’s absence or disability, the Vice President shall perform the President’s duties. The Vice President may perform such other duties as the Board may assign to the Vice President.
Section 8. Secretary. The Secretary shall:
(a) record and keep the minutes of all meetings of the Board; see that all notices and reports are duly given or filed in accordance with these By-Laws or as required by law;
(b) be custodian of the records (other than financial) and have charge of the seal of the Corporation and see that it is used upon all papers or documents whose execution on behalf of the Corporation under its seal is required by law or duly authorized in accordance with these By-Laws;
(c) and in general, perform all duties incident to the office of Secretary and such other duties as the President or by the Board may from time to time assign to the Secretary.
Section 9. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such funds in the name of the Corporation in such depositories as shall be designated by the Board;
(b) exhibit at all reasonable times the Corporation’s books of account and records to any of the Directors of the Corporation upon application during business hours at the office of the Corporation which such books are kept;
(c) render a statement of the condition of the finances of the Corporation at the annual meeting of the Board as provided in Section 519 of the Not-for-Profit Corporation Law;
(d) receive, and give receipt for, monies due and payable to the Corporation from any source whatever and subject to the direction of the Board, authorize the disbursement of monies of the Corporation;
(e) in general, perform all the duties incident to the office of Treasurer, and such other duties as the President of the Board may from time to time assign to the Treasurer; and
(f) if required by the Board, give such security for the faithful performance of the Treasurer’s duties as the Board may require.
Section 10. Chairperson of the Nomination Committee. The Chairperson of the Nomination Committee shall supervise the nominations for elections of officers and directors and shall work with other members of the Nomination Committee to ensure the integrity of the nomination process.
Section 11. Directors. The Directors of the Board will be responsible for chairing at least one Standing or Special (Ad hoc) Committee and will submit an annual report to the President about the activities of the committee.
Section 12. Voting. Voting will be conducted electronically. The Board will appoint a Teller who will report election results.
ARTICLE VI
STAFF
Section 1. Executive Director. The Board may employ an Executive Director who shall be charged with the administrative and executive management of the affairs of the Corporation and such other powers and the performance of such other duties as the Board may delegate.
Section 2. Additional Personnel. From time to time, the Board may employ such other staff personnel with such titles as the Board shall determine according to available administrative funds and needs of the Corporation.
Section 3. Compensation. The Board may from time to time establish the rate of compensation and benefits for the Executive Director and staff personnel of the Corporation.
ARTICLE VII
VISIONS
Section 1. Visions is the official publication of SRS and it is housed in Advances in Nursing Science (ANS).
Section 2. The purpose of Visions is to disseminate peer-reviewed scholarship that advances the Science of Unitary Human Beings in the areas of nursing theory, research, practice, education or policy.
Section 3. The editor of Visions is selected by the Board for a three-year term that can be renewed at the discretion of the Board.
Section 4. The Editorial Board and Review Panel are selected and evaluated by the editor of Visions articles.
ARTICLE VIII
EXECUTION OF INSTRUMENTS
Section 1. Contracts and Instruments. The Board is subject to the provision of Article III, Section 1, may authorize any officer or officers or agent or agents of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances.
Section 2. Deposits. Funds of the Corporation may be deposited from time to time to the credit of the Corporation with the depositories that are selected by the Board.
Section 3. Orders for the Payment of Money and Endorsements for Deposit.
(a) All checks, drafts or other orders for the payment of money, notes, or acceptances issued in the name of the Corporation shall be signed by the officer or officers or agent or agents of the Corporation authorized, and in the manner determined, from time to time by resolution of the Board.
(b) Endorsements for deposit to the credit of the Corporation in any of its authorized depositories may be made without countersignature, by any officer of the corporation or may be made by hand-stamped impression in the name of the Corporation, unless otherwise provided by resolution of the Board.
Section 4. Sale or Transfer of Securities. Stock certificates, notes, bonds, or other securities held or owned by the Corporation may be sold, transferred, or otherwise disposed of when endorsed for transfer by the officer or officers or agent or agents of the Corporation authorized, and in the manner determined from time to time by resolution to the Board.
ARTICLE IX
INDEMNIFICATION
At the discretion of the Board, the Corporation shall indemnify to the fullest extent permitted by law, including the advancement of costs and expenses, all current or former officers, Directors, employees, and other persons permitted by law to be indemnified.
ARTICLE X
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.
Section 2. Seal. The Corporate seal shall have inscribed there on name of the corporation the year of the organization and the words “Not-for-Profit Corporation of New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner produced.
Section 3. Books and Records. The Corporation shall keep correct and complete books and records of accounts or the activities and transaction of the Corporation, including a minute book, which shall contain a copy of the Certificate upon Incorporation, a copy of these By-Laws, and all minutes of meetings of the Board and committees, thereof. In addition to the minute book, the Corporation shall also keep electronic meeting minutes and records reflective of electronic record-keeping subsequent to the minute book.
ARTICLE XI
AMENDMENTS
Section 1. Certificate. The Board may amend the Certificate of Incorporation at any meeting of the Board, at which a quorum is present, by a vote of a majority of the Directors present or by unanimous written consent of the Board. The membership may amend or repeal the Certificate of Incorporation by (i) a majority vote at the meeting of the membership held annually or (ii) at a special meeting convened by the members entitled to cast ten percent of the total number of votes entitled to be cast at such meeting, provided that the number of votes cast representing a majority shall be at least equal to the quorum at an annual or special meeting.
Section 2. By-Laws. The Board may amend or repeal these By-Laws at any meeting of the Board, at which a quorum is present, by a vote of a majority of the Board present or by unanimous written consent of the Board. The membership may amend or repeal these By-Laws by (i) a majority vote at the meeting of the membership held annually or (ii) at a special meeting convened by the members entitled to cast ten percent of the total number of votes entitled to be cast at such a meeting provided that the number of the votes cast representing a majority shall be at least equal to the quorum at the annual or special meeting.