By-Laws of the Conference on Christianity and Literature Preamble
We, the members of the Conference on Christianity and Literature (herein-after called the Society), believing that distinct benefits may be derived for Christian teachers of literature and the institutions they serve, by a closer affiliation, do organize for the following purposes:
Article I: Purposes
1. The promotion of high standards of Christian scholarship.
2. The sponsorship of a publication to serve as a forum for academic, scholarly discourse.
3. The support of Christian approaches to college teaching.
4. The fostering of Christian fellowship.
Article II: Membership
SECTION 1. Membership in the Society shall be open to all persons interested in its purposes and program.
SECTION 2. The Board of Directors shall have the authority to establish the level of dues for all classes of membership and, as economic circumstances change, to change the level of dues accordingly. The Board shall also determine the personal and institutional subscription rates for the Society's journal. Memberships and journal subscriptions shall begin from the date of payment.
Article III: The Board of Directors
SECTION l. NUMBER. The Board shall consist of thirteen (13) Directors, four (4) of whom shall be the elected officers during their respective terms of office. The remaining nine members shall serve either as elected representatives from the regions of CCL or as at-large members.
SECTION 2. GENERAL POWERS AND LIMITATIONS. In carrying out the purposes of the Society, the Board of Directors shall have power:
(a) without limit as to the amount going to any one recipient, or, in the aggregate, to all recipients, to make and award donations, gifts, contributions, scholarships, fellowships, and loans, from the income or assets of the Society, but exclusively for educational, literary, and religious purposes within the limitations set forth in the Articles of Incorporation;
(b) to accept any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Society;
(c) to purchase, take on lease or otherwise acquire, hold, invest, reinvest, use, mortgage, pledge, lease, exchange, sell, assign, transfer or otherwise dispose of both real and personal property of every kind and description, and any interest in any property, and to exercise in respect of any and all property any and all rights and privileges of ownership;
(d) to promote and carry out its objects and purposes, and to exercise its powers, within and without the State of Illinois;
(e) to enter into, make, perform, and carry out any contracts or agreements for any purposes or objects herein set forth, without limit as to amount, with any individual, firm, association, corporation, or entity;
(f) to do any act suitable and proper in the accomplishment of the purposes or the attainment of the objects or the furtherance of the powers herein set forth, either alone or in association with other corporations, firms, or individuals or otherwise;
(g) to establish By-Laws governing the conduct of meetings and the transaction of business and such other matters as it may consider appropriate;
(h) to do every other act or acts incidental or appurtenant to or growing out of the aforesaid objects or purposes, provided the same are not inconsistent with the laws under which the Society is incorporated;
(i) as provided by the Not for Profit Corporation Act of the Statutes of the State of Illinois.
The Society shall not be operated for profit, and the foregoing objects, purposes, and powers are each and all subject to the limitation that no part of the net earnings of the Society shall inure to the benefit of any private individual, or member of the Society, and no substantial part of the activities of the Society shall be for carrying on propaganda or otherwise attempting to influence legislation. No part of the activities shall be in any way for the purpose of participating in or intervening in any political campaign on behalf of any candidate for public office.
In the event of dissolution, for any reason, all the assets of the Society shall inure to the benefit of a religious, charitable, or educational institution carrying out as closely as possible the objective as stated in the purpose clause of the Articles of Incorporation and shall not inure in any way to the benefit of any member or members of the Society.
The Society also has such powers and limitations as are now or may hereafter be determined by the General Not for Profit Corporation Act of the State of Illinois.
SECTION 3. ELECTION AND TERM OF OFFICE. Directors other than the four officers shall be chosen in elections held annually, the representatives-at-large by balloting of the entire membership and the regional representatives by balloting of the members resident within the respective regions. The term of office of each director-at-large and each regional representative shall be three (3) years (except in the case of an election to fill a vacancy occurring before the expiration of a term) and until the election and qualification of a successor. A regional director shall hold an academic or emeritus position at an institution within the region that he or she represents. Election shall be by a plurality of the ballots cast.
SECTION 4. VACANCIES. A vacancy occurring for any cause on the Board of Directors shall be filled for the unexpired portion of the term of that office by election or appointment in such a manner as the Board may direct.
SECTION 5. OFFICES. The Society shall have and continuously maintain in this state a Registered Office and Registered Agent whose office is identical with such Registered Office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.
Article IV: Officers
SECTION 1. OFFICERS. The elected officers of the Society shall be a President, a Vice President, a Secretary, and a Treasurer. These shall constitute the Executive Committee and shall be members ex officio of the Board of Directors.
SECTION 2. ELECTION. The above officers shall be elected by the membership for a term of two (2) years. The President and Treasurer shall be elected in odd years and the Vice President and Secretary in even years. All officers must be members in good standing at the time of their election to office throughout their term of office. Election shall be by a plurality of ballots cast.
SECTION 3. PRESIDENT. The duties of the President shall be to preside over all business meetings and oversee all the operations of the Society.
SECTION 4. VICE PRESIDENT. The duties of the Vice President shall be to officiate in the President's absence, to coordinate the regional organizations of the Society, and to perform such other duties as the Executive Committee or the Board of Directors may from time to time determine.
SECTION 5. SECRETARY. The duties record of the Secretary shall be to maintain a record of all proceedings of meetings, to see that all notices are duly given in accordance with the provisions of the By-Laws and as required by law, to receive all ballots and written consents, to coordinate the publication activities of the Society except when relieved of this responsibility by the Board of Directors or the Executive Committee, and, in general, to perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned by the Board of Directors or the Executive Committee.
SECTION 6. TREASURER. The Treasurer shall be the chief financial officer of the Society; shall be responsible for the receipt, custody, and disbursement of Society funds and other assets; shall be custodian of the financial records of the Society; shall present an annual budget for approval by the Board of Directors at the Society's annual meeting; shall have charge of the investment of the Society's funds, subject to the direction or approval of the Board of Directors or the Executive Committee; shall file an annual report with the Internal Revenue Service; and, in general, shall perform all duties incident to the office of Treasurer, and such other duties as may from time to time be assigned by the Board of Directors or the Executive Committee.
SECTION 7. APPOINTED OFFICERS. The Board of Directors or the Executive Committee may appoint other officers or agents, each of whom shall hold office for such period, have such powers, and perform such duties as the Board of Directors or the Executive Committee may determine.
SECTION 8. THE EXECUTIVE COMMITTEE. The four (4) elected officers shall constitute the Executive Committee. The Executive Committee shall, to the extent the Board shall determine, possess and exercise the authority of the Board of Directors in the management of the business of the Society between meetings of the Board.
SECTION 9. VACANCIES. If an office should become vacant for any cause prior to the expiration of the term, it shall be filled for the unexpired portion of the term in such a manner as the Board of Directors may determine.
Article V: Contracts and Funds
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the Society to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Society, and such authority may be general or confined to specific instances. Apart from such authorization, no officer, agent, or employee shall have any power or authority to bind the Society by any contract or engagement, or pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.
SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other order for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President.
SECTION 3. DEPOSITS. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors or the Executive Committee may from time to time designate, or as may be designated by any officer or officers or agent or agents of the Society to whom such power may be delegated by the Board of Directors; and for the purpose of such deposit, all checks, drafts, and other orders for the payment of money which are payable to the order of the Society may be endorsed, assigned, and delivered by any officer of the Society or in such manner as may from time to time be determined by resolution of the Board of Directors.
Article VI: Meetings
SECTION 1. MEETINGS OF THE SOCIETY. The Society shall conduct its meetings at a time and place and by methods to be determined by the Executive Committee, in accordance with the requirements of the Illinois General Not for Profit Corporation Act of 1986, as amended in 2010.
SECTION 2. MEETINGS OF THE BOARD OF DIRECTORS. A meeting of the Board of Directors shall be held annually at a time designated by the President with the consent of the Board. There may be such other regular meetings of the Board of Directors as may be scheduled by said Board. Special meetings of the Board may be called at any time by the Secretary upon written request by the President or any three Directors.
SECTION 3. MEETINGS OF THE EXECUTIVE COMMITTEE. Meetings of the Executive Committee may be called at the discretion of the President or any two of the other officers.
SECTION 4. NOTICE OF MEETINGS. Any actions to be taken by members of the Society may be taken by ballot (without a meeting) in writing, via e-mail, or any other electronic means pursuant to which the members entitled to vote are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes. Voting must remain open for not less than five (5) days from the date the ballot is delivered.
SECTION 5. QUORUM. A quorum for the transaction of business at any meeting of the Board of Directors shall be six (6) Directors, and, except as otherwise provided by these By-Laws, the act of a majority of those present at any meeting at which a quorum is present shall be the act of Board of Directors. In the absence of a quorum, a meeting may be adjourned until such a time as a quorum may be obtained.
SECTION 6. ACTION AUTHORIZED WITHOUT MEETING. If a majority of Directors shall severally and/or collectively consent in writing to any action to be taken by the Society, such action shall be as valid an action as though it had been authorized at a meeting of the Board of Directors. Any such consent shall be filed with the Secretary. In like fashion, the Executive Committee may transact business by correspondence.
SECTION 7. REGIONAL ORGANIZATIONS. Subject to the approval of the Executive Committee, members in a geographical region may organize with officers for the purpose of holding one or more regional conferences and otherwise furthering the purposes of the Society. The following policies apply to regional conferences of the Society:
(a) The Director who serves as the elected representative of a region shall serve on the Steering Committee of that region. If a region does not elect a regional chair (or president), the Director who serves as the elected representative of a region shall serve as the regional chair and lead the steering committee of that region. The regional chair has the responsibility of securing invitations for regional meetings at least 18 months in advance.
(b) All who attend regional conferences of the Society must be members of the national Society. Exceptions to this policy may be granted to undergraduate students and to keynote speakers.
(c) The host institution for a regional conference of at least two days' duration may apply for a grant-in-aid from the national Society to apply toward the honorarium for a keynote speaker. Any such grant-in-aid is contingent on the regional conference's requiring all attendees to be members of the national Society, except as noted in (b) above.
Article VII: Seal
The corporate seal of the Society shall be in the form of a circle and shall have inscribed thereon the corporate name.
Article VIII: Amendments to By-Laws
SECTION 1. AMENDMENTS BY ACTION OF THE SOCIETY. Articles I through IV inclusive, Sections 1, 2, and 3 of Article VI, and Section 1 of Article VIII of the By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted, by a two-thirds vote of the ballots cast in a poll of the entire membership, provided that all members in good standing are notified in writing of the change or changes proposed and subsequently, after a period of time as decided upon by the Executive Committee, but not to exceed nine (9) months, issued ballots for voting thereon.
SECTION 2. AMENDMENTS BY ACTION OF THE BOARD OF DIRECTORS. The parts of these By-Laws not listed in the preceding Section may be altered, amended, or repealed, and new By-Laws, so long as they do not alter, amend, or repeal the parts of these By-Laws listed in the preceding Section, may be adopted by a majority of the Directors, provided that at least two (2) days' written notice is given of intention to alter, amend, or repeal, or to adopt new By-Laws, at such meeting.
Article IX: Committees
SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Society; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or the individual Director by law.
SECTION 2. OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the Society may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as other-wise provided in such resolution, members of each such committee shall be members of the Society, and the President of the Society shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Society shall be served by such removal.
SECTION 3. TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the members of the Society and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 4. CHAIR. One member of each committee shall be appointed Chair.
SECTION 5. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 6. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Part or all of the business of the committee may be conducted by correspondence.
SECTION 7. RULES. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.
Article X: Books and Records
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Society may be inspected by members or their agents or attorneys for any proper purpose at any reasonable time.
Article XI: Fiscal Year
The fiscal year of the Society shall begin on the first day of October and end on the last day of September in the next calendar year.
—Approved January 2016
