BRS Bylaws





Bylaws of the Bertrand Russell Society, Inc.



Revised June 1984, June 1985, May 2001, May 2006, June 2012, and June 2014



Article 1. Name.
The name of this organization shall be The Bertrand Russell Society,
Inc. It may also be referred to as “the Society” or “the BRS.”

Article 2. Aims.
The aims of this Society are: (1) to promote interest in the life and
work of Bertrand Russell; (2) to bring together persons interested in
any aspect of the foregoing; (3) to promote causes that Russell
championed.

Article 3. Motto.

The Society’s motto shall be Russell’s statement: “The good life is one inspired by love and guided by knowledge.”

Article 4. Power and Authority.

Ultimate authority resides in the Members. The Members elect the
Directors. The Directors elect the Officers. The Officers make decisions
and take action.

Article 5. Membership.

Section 1. General. Membership in the Society shall be
open to all persons and organizations interested in Bertrand Russell and
the Society’s activities. Types of membership shall be: Individual,
Couple, Student, Limited Income, Life, Life Couple, Organization, and
Honorary. Dues shall be set by the Board of Directors, and are to be
paid annually. Life members shall pay dues only once in an amount set by
the Board. Honorary members pay no dues. Life and Honorary memberships
are for life unless terminated for cause, as specified hereafter.

Section 2. Individual Membership. Individual Membership shall be available to all persons.

Section 3. Couple Membership. Couple Membership shall
be available to two persons sharing the same mail address. Each person
shall have one vote; two mail ballots shall be sent, but only one copy
of other Society mailings.

Section 4. Student Membership. Student Membership shall be open to any student enrolled in an educational institution and who is less than 25 years old.

Section 5. Limited Income Membership. Limited Income Membership shall be available to a person who, as the name implies, is living on a limited income.

Section 6. Life Membership and Life Couple Membership.
Life Membership can be conferred on any person who meets the minimum
dues set by the Board of Directors for Life Membership. Life Couple
Membership can be conferred on any couple who meets the minimum dues set
by the Board of Directors for Life Couple Membership. Life Couple
Membership shall be on the same terms as Couple Membership, save that
the membership will last for the duration of the lives of both members
of the couple.

Section 7. Honorary Membership. Honorary Membership
may be conferred on a person who has been nominated by a member and
approved by two-thirds of the Directors voting, after having met one or
more of the following conditions: (1) is a member of Bertrand Russell’s
family, (2) had worked closely with Russell in an important way, (3) has
made a distinctive contribution to Russell scholarship, (4) has acted
in support of a cause or idea that Russell championed, (5) has promoted
awareness of Russell or of Russell’s work, (6) has exhibited qualities
of character (such as moral courage) reminiscent of Russell. Honorary
Members have the same rights and responsibilities as Individual Members,
but they pay no dues.

Section 8. Chapter Membership.
(1) A chapter must have at least 3 members, at least one of whom is a BRS member.
(2) The chapter must apply for membership.
(3) A chapter will be represented by a head, to be chosen by the chapter members.
(4) Members of a chapter will not have the voting rights of Individual
Members of the Society, but individual chapter members may themselves be
Individual Members of the Society.
(5) The chapter will submit a report to the BRS on its activities once a
year, in time to have it presented at the BRS annual meeting.

Section 9. Organization Membership. Membership of
organizations–such as libraries, associations, corporations–is
available upon payment of dues and approval of the President. Dues shall
be higher than for a Couple. Organizations may not vote or be on the
Board. Only one copy of Society mailings shall be sent.

Section 10. Conditions of Membership. Application for
membership shall be made in writing, submitting name, address, and
correct amount of dues. The Board may refuse an application, in which
case the President must notify the applicant within 30 days, stating why
the application was turned down.

Membership terminates when a member fails to pay dues, resigns, dies, or is expelled.

Any member – including Life or Honorary – may be expelled for
seriously obstructing the Society’s business, misappropriating the
Society’s name or funds or acting in a way that discredits the Society.
The expulsion procedure consists of five steps:

Step 1. A formal expulsion proposal shall be presented in writing to the Board by any member.

Step 2. The Board shall examine the evidence. If a majority
of the Board Members voting decides, either by mail ballot or at a
meeting, that expulsion may be appropriate, the matter will be submitted
to, and decided by, the members. This shall be done by mail, or at an
Annual Meeting if one is scheduled within two months.

If it is to be done by mail:

Step 3. The case against the member shall be presented in the next newsletter or by a special mailing.

Step 4. In the following newsletter, or in a second special
mailing, the accused member shall present a defense against the charge. A
ballot shall be included in the second newsletter or second special
mailing, so that members can vote on whether to expel.

If the expulsion process takes place at an Annual Meeting:

Step 4′. The equivalent of Steps 3 and 4 shall be followed, that
is, the case against the member shall be presented, after which the
accused shall present his defense; and then the members present shall
vote on whether to expel.

The President shall notify the accused member as soon as the result of
the vote is known.

Article 6. Board of Directors.

Section 1. Responsibilities. The Board of Directors (also
referred to as “the Board”) shall be responsible for Society affairs and
policy, and shall elect the Officers. The Board shall be subject to
these Bylaws and to the Bylaws of The Board of Directors of The Bertrand
Russell Society, Inc.

Section 2. Constitution. The Board shall consist of not
less than six nor more than 24 elected members. Society Officers are
ex-officio members of the Board. Elected and ex-officio Board members
shall have the same rights and responsibilities.

Section 3. Term of Office.Members may nominate candidates
for the Board, or volunteer to be nominated as candidates. Directors
are elected to three-year terms that start on January 1 of the following
year; one-third are elected every year. Directors may be reelected.
Directors must main­tain membership in the Society. If a Director dies,
resigns, fails to maintain his or her member­ship in good standing, or
is otherwise removed from office, the Board may fill the unexpired term
with any member.

Article 7. Officers.

Section 1. General. The Society shall have an Executive
Committee composed of the following five officers of the Society and
Board: President, Vice President, Secretary of the Society and Board,
Treasurer, and Chair of the Board. There may be other Vice Presidents
whose duties shall be specified by the Board; these will not be members
of the Executive Committee. Officers shall be at least 18 years old and
shall have been members for at least one year. They shall be elected by a
majority of the Directors present and voting at the Board’s Annual
Meeting. An Officer’s term of office lasts until the next election of
Officers, the following year. No one shall hold more than one Office at a
time, except that the same person shall be Secretary of the Society and
Secretary of the Board. An Officer may be removed or suspended by a
majority of the Board members voting. An Officer may resign by notifying
the Chair of the Board in writing.

Section 2. President. The President shall be the Chief
Executive Officer, coordinating the work of other Officers and
Committees. Other Officers and Committee Chairs shall consult the
President about their activities, and submit a written report on their
activities to him one month before the Annual Meeting, with a
copy to the Chair of the Board. The President shall promptly inform the
Chair of the Board of any major decisions. After the Board has selected
the site and time of the next Annual Meeting, or of a Special Meeting,
the President shall be responsible for making all Meeting arrangements,
including compiling the Meeting’s agenda. The President shall chair the
Meeting. The President shall report regularly, through the BRS
newsletter.

Section 3. Vice-President. The Vice-President becomes
President if the President’s Office becomes vacant; and assumes the
office temporarily if the vacancy is temporary. The Vice-President shall
assist the President as requested.

Section 4. Secretary. The Secretary shall: (1) record the
minutes of Society and Board meetings; (2) handle Society and Board
correspondence; (3) maintain a permanent file of Society and Board
Bylaws and other corporate documents, including minutes of Society and
Board meetings, Officers’ and Committee Chairs’ reports, newsletters,
correspondence; (4) maintain a permanent record of Society and Board
decisions, rules, motions made and carried; (5) have custody of the
Society’s corporate seal.

Section 5. Treasurer. The Treasurer shall: (1) keep
records of money received and spent; (2) safeguard Society funds; (3)
invest funds, with Board approval; (4) submit an annual budget to the
Board; (5) submit quarterly and annual reports, for publication in the
BRS newsletter.

Section 6. Other Vice-Presidents. The Office of
“Vice-President/ …” may be created and filled by the Board. There is
no connection between this Office and that of the Vice-President.

Section 7. Vacancies. If the office of President becomes
vacant, the Vice President becomes President. If the President is
temporarily unable to serve, the Vice President serves as President
until the President declares his/her ability to serve. If the office of
Vice President, Treasurer, Secretary, or other Vice President becomes
vacant, the Board may elect a replacement. If the Vice President,
Treasurer, Secretary, or other Vice President is temporarily unable to
serve, the Board may elect a temporary replacement, until such time as
the officer declares his/her ability to serve. In the event that the
office of Vice President, Treasurer, Secretary, or other Vice President
becomes vacant or temporarily vacant, the President may appoint a
temporary replacement until such time as the Board acts.

Article 8. Committees.

Section 1. General. There shall be standing (permanent)
and ad hoc (temporary) Committees. Each shall have a Chair, and may have
a Co-Chair and other members. A member may serve on, or chair, more
than one Committee. Each committee shall have two or more Directors on
it, and a majority of the members of each committee shall be Directors.
The sole exception will be the Elections Committee, which need not have
any Directors on it. All committee members shall serve at the pleasure
of the Board. Committee Chairs shall consult with the President about
their activities, and describe them in a written report to the President
one month before the Annual Meeting, with a copy to the Chair of the Board.

Section 2. Committees. The Board shall establish standing
and ad hoc Committees, and appoint their Chairs who, in turn, appoint
Committee Members. Each Committee shall provide the Secretary with a
written statement of Committee aims and procedures.

Article 9. Meetings.

Section 1. Annual Meetings. The Society shall hold an Annual Meeting, at a time and site determined by the Board and in time to give the members at least two months’ notice of the Meeting.
As to time: it should suit the convenience of as many members as
possible. As to site: it should be either (a) near locations of special
interest to the BRS, or (b) near population centers having many members.
Any member may propose agenda items, in writing, to the President, in
advance of the Meeting. At Meetings, items may be added to the agenda
with approval of the majority of the members present. Six members
constitute a quorum.

Section 2. Special Meetings. Any member may write to the
Chair of the Board requesting a Special Meeting, claiming that an
emergency exists requiring immediate action. The Chair of the Board
shall decide whether the request merits consideration by the Board; if
it does, the Chair of the Board shall promptly inform the Board, which
shall decide, within three weeks, by mail ballot, whether, when and
where to hold a Special Meeting. The Special Meeting shall be held no
later than six weeks after the Chair’s initial receipt of the request.
The Chair of the Board shall announce the Special Meeting to all members
by letter, as soon as possible. A quorum shall consist of the members
present.

Section 3. Board of Directors’ Meetings. The Board shall
hold its Annual Meeting during the Society’s Annual Meeting and at the
same site. The Board may also hold Special Meetings, in accordance with
its own Bylaws. Board Meetings shall be open to Society members.

Article 10. Publications.

Section 1. Newsletter. The Society shall publish a newsletter at regular intervals.
Section 2. Other Publications. The Society may authorize other publications.

Article 11. Voting.

Section 1. General. All members, other than Organization
Members, shall be entitled to vote. All votes shall have equal value.
Members may vote by proxy. In contests of more than two candidates or
choices, a plurality shall be sufficient.

Section 2. Voting by Mail. Voting may be by mail. Ballots
shall be sent to all eligible members, either in the BRS newsletter or
by special mailing. The deadline for the return of ballots shall be not
less than three weeks from the date ballots are mailed by first class
mail, not less than four weeks if mailed third class. Ballots must go
first class to Canada and Mexico, and by airmail to other foreign
countries. Mail ballots shall be tallied by the Elections Committee, and
verified by the Secretary. Ballots for the Board’s voting by mail shall
be tallied by the Chair of the Board, and verified by the Secretary.
The Chair of the Board may designate a substitute for the Secretary.

Article 12. Amendments to These Bylaws.

Section 1. These Bylaws may be amended at a Society Meeting by a majority vote of those members present and voting.

Section 2. Voting to Amend by Mail. These Bylaws may also
be amended by mail ballot. The proposed changes, with supporting
arguments, will appear in the BRS newsletter or a special mailing. In
the following BRS newsletter or second special mailing, other views,
including opposing views, will appear, along with a mail ballot. To
pass, the Amendment must be approved by a majority of the ballots cast.



Bylaws of the Board of Directors

of the Bertrand Russell Society, Inc.

Revised June 1984, June 1999, May 2001, May 2006, and June 2012



Article 1. Responsibilities and Obligations.

The Board of Directors (also referred to as “the Board”) has these
responsibilities: (1) to set policy for the Society’s affairs, and (2)
to elect officers of the Society and of the Board. The Board has these
obligations: to be governed by these Bylaws and by the Society’s Bylaws.

Article 2. Membership.

Directors shall be elected in accordance with Article 6 of the Society’s Bylaws. Every Director must be a member of the Society.

Article 3. Officers.

Section 1. Board Officers. The Board shall elect three Officers of the Board: Chair, Vice Chair, and Secretary.

Section 2. Chair. The Chair of the Board (henceforth
“Chair”) shall be elected by a majority of the Directors present and
voting at the Board’s Annual Meeting. The Chair’s term of office shall
start as soon as elected, and shall run till the next election, at the
Annual Board Meeting the following year. The Chair may be reelected. The
Chair presides at Board Meetings, and rules on procedure.

If the office of Chair becomes vacant, the Vice Chair becomes Chair. If
the Chair is temporarily unable to serve, the Vice Chair acts as Chair
until such time as the Chair indicates that he or she is again able to
serve. The Chair may be removed from office by a majority of Directors
present and voting at a meeting, with the Vice Chair presiding.

Section 3. Vice Chair. The Vice Chair becomes Chair if the
Chair’s office becomes vacant, and assumes the office temporarily if
the vacancy is temporary. The Vice Chair shall assist the Chair as
required. Should the office of Vice Chair become vacant, the Board may
appoint a replacement. Should the Vice Chair be temporarily unable to
serve, the Board may appoint a temporary replacement until such time as
the Vice Chair indicates that he or she is again able to serve. In the
event that the office of Vice Chair becomes vacant or temporarily
vacant, the Chair may appoint a temporary replacement until the Board
has the opportunity to act.

Section 4. Secretary. The Secretary shall be elected by a
majority of the Directors present and voting at the Board’s Annual
Meeting. The Secretary’s term of office shall start as soon as elected,
and shall run till the next election, at the Annual Board Meeting the
following year. The Secretary may be reelected. The Secretary of the
Board and the Secretary of the Society shall be the same person.

Article 4. Voting.

Voting shall be in accord with Article 11 of the Society’s Bylaws,
except that no Director may vote by proxy in his or her capacity as
Director.

Article 5. Committees.

Committees may be created by the Board in accordance with the bylaws of
the Society. These committees may perform Board functions by making or
implementing the Society’s policies, and will follow Board instructions.
Functions delegated to a committee may be withdrawn by the Board at any
time.

Article 6. Meetings.

Section 1. Annual Board Meeting. The Board shall meet
annually, at some time during a Society Annual Meeting, and at the same
site. Society Members may attend Board Meetings.

Section 2. Special Board Meetings. A Special Board Meeting
shall be called by the Chair when at least three Directors request it,
stating the purpose. In choosing the time and site, the Chair shall aim
to achieve the largest possible attendance by Directors.

Section 3. Agenda. The Agenda for Board Meetings shall be
prepared by the Chair. Additions to the Agenda may be made by any
Director, with the concurrence of the Chair.

Section 4. Quorum. The quorum for any Board Meeting will be equal to one-third of the total number of Directors.

Article 7. Precedence of Society Bylaws.

In the event of a conflict between the Bylaws of the Society and the
Bylaws of the Board of Directors, the Bylaws of the Society take
precedence.

Article 8. Amendments to the Board.

Section 1. Any Director may propose an amendment.

Section 2. At an Annual or Special Meeting, a majority vote of the Directors present and voting shall carry the proposed amendment.

Section 3. When an amendment is proposed by the Chair, in
writing, between Meetings, the Chair shall decide whether to hold the
proposal for the next Meeting or put it to an earlier vote by mail. For
voting by mail, the Chair shall promptly notify the Directors by a
special mailing of the proposed amendment, with supporting arguments,
requesting opposing arguments by 21 days after the date of mailing.
Thereafter, the Chair shall mail the opposing arguments, and a ballot,
to the Directors, with a voting deadline of 21 days after the date of
mailing. The votes shall be tallied by the Chair, and verified by the
Secretary, who shall notify the Directors of the outcome.

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