As Revised and Approved in September of 1998
PREAMBLE
The Fellowship of Catholic Scholars is an association of Catholic scholars in various disciplines who see their intellectual work as an expression of the service that they owe to God. Although the Fellowship is committed to the highest academic and professional standards, it is not devoted to purely professional or academic concerns, but rather was founded primarily to give the corporate witness of its largely academic members to the Catholic faith. Aware of the duty that Christian scholars have to serve the whole community of faith, the members of the Fellowship wish to give whatever witness and assistance they can to the Church in facing the needs and problems of the faith today.
ARTICLE I - Purposes
The purposes for which the Fellowship of Catholic Scholars is organized are the following:
1. To form an association of Catholic scholars in various disciplines who wish to serve Jesus Christ better by helping one another in their scholarly work and by putting their abilities more fully at the service of the Catholic Church;
2. To form a true fellowship of scholars who:
• wholeheartedly accept and support the renewal of the Catholic Church undertaken by Pope John XXIII, shaped by Vatican II, and carried on by subsequent pontiffs;
• who accept willingly in faith both the defined teachings of the Catholic Church and those teachings proclaimed by the Church's ordinary and universal magisterium in the sense in which they have been believed and taught by the Church;
• who acknowledge also their duty to adhere with religious assent to those teachings which are authoritatively, even though not infallibly, proposed by the magisterium of the Church in accordance with Vatican Council II's Dogmatic Constitution on the Church Lumen Gentium 25 and Ad Tuendam Fidem;
3. To identify qualified scholars and invite them to membership in the Fellowship;
4. To facilitate communication among scholars in support of Catholic teaching and of the Church's magisterium through publications, individual and shared scholarly work, lectures, conferences, and the like;
5. To clarify questions regarding the magisterium and its various teachings;
6. To identify special competencies and interests among the members and to enlist such competencies in disciplinary and interdisciplinary research;
7. To form and provide panels of scholar-members to perform critical evaluations of various responses to Catholic teaching;
8. To respond appropriately to requests by bishops and other Church officers, Vatican officials, and other Church leaders for scholarly support of the Church's teachings;
9. To provide experts and speakers in public forums as required to explain, support, and defend the teaching of the Catholic Church;
10. To organize and to provide forums for scholarly analysis of magisterial documents in the press, in lecture rooms, or in magazines, scholarly journals, symposia, books and other publications, including the Fellowship of Catholic Scholars Quarterly, and in other appropriate ways;
11. To respond to the needs of the People of God for competent presentation of Catholic teaching in suitable ways;
12. To promote and advance Catholic faith and culture in society in accordance with the mind of Christ as authoritatively interpreted by the magisterium of the Church.
ARTICLE II - Membership
Section 1. Classes of Affiliation
The Fellowship of Catholic Scholars shall have three classes of membership affiliation, as set forth below.
1.1. All those affiliated in any way with the Fellowship must be persons who subscribe to the purposes of the Fellowship, who wish to give the Fellowship spiritual, moral, and financial support, and who have been duly elected to their class of affiliation.
1.2. Regular members of the Fellowship are those who, in addition to the qualifications enumerated in 1.1 above: (a) have an earned doctorate or the equivalent thereof; (b) regularly engage in scholarly work, as evidenced by scholarly publication or in some other suitable manner; and (c) intend to be actively involved in the organization, operation, or administration of the Fellowship and in the pursuit of its purposes and goals.
1.3. Honorary members of the Fellowship are those who, in addition to the qualifications enumerated in 1.1 above have been invited to accept affiliation by regular members in recognition of their extraordinary contributions to the purposes of the Fellowship over a long period of time.
1.4. Associate members of the Fellowship are those who have the qualifications in 1.1 but not those specified in 1.2 or 1.3.
1.5. All of the above forms of affiliation shall be further designated as "perpetual membership" upon payment into the capital of the Fellowship of a sum determined by the Board of Directors; such Perpetual Members shall be exempt from all other dues.
1.6. Only regular members shall have voting rights.
Section 2. Admission of Members
2.1. Applicants for regular or associate membership are admitted by action of the Board of Directors upon receipt of a valid application indicating their commitment to the principles and purposes of the Fellowship.
2.2. Alpplicant's response on the application indicating commitment to the purposes of the Fellowship will be accepted on its face as valid evidence of such commitment unless there is definite evidence to the contrary of non-commitment to the principles and purposes of the Fellowship on the part of the applicant.
ARTICLE III - Chapters, Resignations, Dues, Suspensions
Section 1. Chapters
The Board of Directors may authorize Fellowship chapters in accordance with geographical area, area of interest in certain questions, or area of disciplinary competence. International chapters may be established for members who are citizens of, or who reside within the territorial boundaries of, a given country. Members of Chapters enjoy all the same benefits and responsibilities accruing to any member of the Fellowship.
1.1. Such a Chapter may be established at the decision of the Board of Directors when it anticipates sufficient membership or when a membership of such dimension seems maintainable. Dissolution of a Chapter is at the decision of the Board when the nature, purpose, or size of the Chapter seems no longer sufficient to maintain it. Each Chapter shall submit an annual report to the Board of Directors with information on current members, financial status, and activities of the Chapter.
1.2. Chapters so instituted shall indicate clear dedication to the goals and purposes of the Fellowship, but shall be freely governed by their own by-laws insofar as these do not derogate from the Articles of Incorporation and By-Laws of the Fellowship. Copies of all by-laws and other governance documents from the Chapters shall be kept on file with the Secretary.
1.3. The percentage of dues to be retained by the Chapter, and the percentage to be forwarded to the Fellowship, shall be negotiated between the Chapter government and the Board of Directors. The amount of dues required of Chapter members shall not be in excess of that required by regular members of the Fellowship. The percentage of dues forwarded to the Fellowship shall include the costs of all publications regularly received by the members (i.e., a subscription to the Quarterly, Proceedings of the annual convention, and Membership Directory).
1.4. The Board of Directors shall nominate a Director of each Chapter. Regular communications between the Fellowship and the Chapter(s), including attention to all matters herein specified, shall be the responsibility of the Secretary and the Chapter Director(s).
Section 2. Resignations
Any regular or associate member may simply resign by filing a written resignation with the Secretary of the Fellowship.
2.1. Such a resignation need not be for any stated reason and shall be accepted without prejudice to the one resigning.
2.2. Resignation will be requested from any member whose behavior indicates or concerning whom there is definite evidence that he no longer supports the purposes of the Fellowship.
2.3. Failure to pay dues for more than two years after the close of any fiscal year for which the member has paid dues shall automatically indicate resignation.
Section 3. Transfer of Membership
No category of membership is transferable or assignable.
Section 4. Dues
Annual monetary dues shall be set by the Board of Directors for regular and associate members.
Section 5. Suspensions and Removals
The Board may suspend or remove any member for cause at any time.
Section 6. Forfeiture
Any member shall ipso facto forfeit membership in the Fellowship who publicly dissents from the magisterium of the Church or who fails to remain a Catholic in good standing.
ARTICLE IV - Meetings of Members
Section 1. Annual Meeting of the Members
1.1. An Annual Meeting of the Members shall be held at the time and place to be determined by the Board of Directors and communicated to the members at least 120 days before such an Annual Meeting. Normally this Annual Meeting of the Members will be held in conjunction with the Annual Convention of the Fellowship and its announcement included in the convention program.
1.2. At the Annual Meeting of the Members, a special business session shall be scheduled in which all business of the Fellowship shall be discussed and decided which is not otherwise provided for in these By-Laws.
Section 2. Special Meetings
Special official meetings of the members--general, regional, or local--may be called by the Board of Directors. Such meetings may not be convened without due notice to the members.
Section 3. Informal Meetings
3.1. Informal meetings--chapter, regional, and local--to promote the purposes of the Fellowship are encouraged and may be called by any members with mutual interests, provided they do not attempt to do business binding on the membership of the Fellowship or of any Fellowship chapter.
3.2. Public statements arising from any meeting or activity associated with the Fellowship shall not employ the name of the Fellowship without the express permission of the President.
Section 4. Conduct of Business
4.1. The Board may establish various directives regarding the conduct of business at the Annual Meeting of the Members provided for in Section 1 above.
4.2. The presiding officer shall conduct the business meeting in accordance with the directives of the Board of Directors.
Section 5. Voting by Mail
5.1. So that all regular Fellowship members may participate in the election of Directors (and not just those present at the Annual Meeting), voting for these Directors shall be conducted by mail ballots at a time and in a manner to be determined by the Board of Directors.
5.2. The Board shall provide for the counting of the mail ballots received in any election.
Section 6. Annual Convention
6.1. The Fellowship shall hold an Annual Convention, dedicated to an important topic of current Church interest decided upon by the Board of Directors, at which substantive papers and lectures shall be presented both by members of the Fellowship and by distinguished invited scholars. The Annual Meeting of the Members shall take place during this Annual Convention.
6.2. The President, in consultation with the Board of Directors, shall appoint a Program Chair for each Annual Convention, both to develop the topic decided upon and to locate and invite appropriate scholars and other program participants.
6.3. No convention shall be held without the prior express approbation and, if possible, participation of the Ordinary of the diocese in which each Annual Convention is held. In particular, participation of the attending members of the Fellowship in a Mass celebrated by the Ordinary or his delegate is desired.
ARTICLE V - Board of Directors
Section 1. Duties and Responsibilities
All the affairs of the Fellowship shall be under the general direction of a Board of Directors.
Section 2. Number, Tenure, and Qualifications of Board Members
The Board of Directors of the Fellowship shall consist of: (a) the Officers of the Fellowship during their term of offices; (b) former Presidents of the Fellowship who elect to remain on the Board; and (c) twelve (12) Directors elected from among the regular members of the Fellowship. In addition, the editor of the Fellowship Quarterly shall be an ex officio member of the Board.
2.1. Members of the Board other than current Officers and former Presidents shall hold office for a term of three years and until their successor(s) are properly elected and qualified.
2.2. Members other than former Presidents shall not serve for more than two consecutive terms. Former members of the Board shall be eligible for re-election to the Board after a period of two years.
2.3. Members of the Board of Directors are to be elected by a majority of the mail ballots returned from those sent out to all regular members of the Fellowship.
2.4. Vacancies by death, resignation, or otherwise shall be filled by the vote of the current Board until the next general election.
Section 3. Regular and Special Meetings of the Board
3.1. A regular Annual Meeting of the Board of Directors shall be held without further notice immediately before or after the Annual Meeting of the Members.
3.2. The Board may determine by resolution the exact time and place, and provide in the same way for other regular meetings, without other notice than such resolution.
Section 4. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at any meeting, a majority of those present may adjourn the meeting without further notice.
Section 5. Acts of the Board
An act of the Board of Directors becomes effective with a majority of those present and voting within the required quorum, unless a greater number is required by law or these By-Laws.
Section 6. Standing and Ad Hoc Committees
The Board may appoint Standing and Ad Hoc Committees of the Board and of its members.
ARTICLE VI - Officers
Section 1. Officers
The Officers of the Fellowship shall be a President, a Vice President, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may be held by the same person.
Section 2. Election and Term of Office
2.1. The President and Vice President shall be elected by a majority of the Board of Directors.
2.2. The Secretary and the Treasurer (or the Secretary/Treasurer) shall be appointed by the Board of Directors for a designated term of office.
2.3. The election of the President and the Vice President shall be for a period of three years and until a successor is duly elected and qualified. Their terms of office shall begin on the day following the adjournment of the Annual Meeting.
2.4. Officers may serve no more than two consecutive terms.
2.5. Vacancies: Vacancies in any office because of resignation, death, or any other reason may be filled by the Board of Directors until the next general election.
2.6. Removals: Any officer, elected or appointed, may be removed for cause by a two-thirds vote of the Board of Directors.
Section 3. President
The President shall be the principal officer of the Fellowship and its spokesman, and shall preside at all meetings of the Board of Directors and of the general membership. The President is ex officio a member of all Fellowship committees. Ideally, the President will be affiliated with an institution of higher education.
3.1. The President may sign, with the Secretary, or any other proper officer of the organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed--except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws or by statute, to some other officer or agent of the Fellowship. In general the President shall perform all duties entailed in the office of President and chief officer of the organization, as well as other duties as may be prescribed by the Board of Directors from time to time.
3.2. Without derogation of the rights of the Board, the President shall elicit membership in and appoint ad hoc committees in pursuit of the various purposes and goals of the Fellowship. Panels of scholars of cross-disciplinary interest in the discovery, promotion, or defense of various doctrinal questions and positions of pressing interest to the Church may constitute such ad hoc committees.
3.3. The President shall be the official spokesman for the Fellowship and the principal delegate to all academic and professional meetings--except that if impeded the Vice President may so act in his place or any other Officer or Director whom the President may appoint to act in his place.
Section 4. Vice President
In the absence of the President, or in the event of his inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of the President and be subject to the same limitations. The Vice President shall perform such other duties as may from time to time be assigned to him by the President or by the Board.
Section 5. Secretary and Treasurer
5.1. The Secretary shall keep the minutes of the Annual Meetings of the Members and of the Board, and of such other general meetings as may be convened. The Secretary shall see that all notices of such meetings are duly given in accordance with the provisions of these By-Laws or as required by law; shall be the custodian of the corporate records and of the seal of the Fellowship and shall see that the seal is affixed to all documents, the execution of which on behalf of the Fellowship under its seal is duly authorized in accordance with the provisions of these By-Laws; shall keep a register of the postal address of each Fellowship member as furnished by the Secretary by that member; and in general shall perform all the duties incident to the office of Secretary, as well as such other duties as may be assigned by the President or by the Board. The Secretary shall have responsibility for matters concerning the recruitment and retention of members.
5.2. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Fellowship; shall receive and give receipts for monies due and payable to the Fellowship in banks, trust companies, or other depositories; and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.
5.3. The offices of Secretary and of Treasurer may be combined into one office of Secretary/Treasurer if the Board of Directors so decides; together these offices (or this combined office) shall be responsible for conducting the ordinary and business operations of the Fellowship, subject to the direction of the President and/or of the Board of Directors.
5.4. Upon authorization by the Board, an administrative assistant or associate secretary/treasurer, who may be a paid employee, may be engaged to help carry out the duties assigned to the offices of Secretary and of Treasurer (or of Secretary/Treasurer).
5.5. The editor of the Fellowship Quarterly shall be appointed by the President, subject to approval by a majority vote of the Board of Directors. The editor shall have authority, with the approval of the President, to pay all expenses--for example, clerical, printing, postage-- incident to the production and distribution of the Quarterly.
ARTICLE VII - Conflict of Interest
Each Officer and Board member has an affirmative duty to avoid conflicts of interest during a term of office. Any possible direct or indirect conflict of interest must be disclosed and made a matter of record. Any Board member with a possible conflict of interest shall make this known and shall not vote or attempt to use influence in any matter which comes before the Board of Directors in such a case.
ARTICLE VIII - Committees
Section 1. Standing Committees
The Board of Directors shall appoint the following standing committees, and any others it deems appropriate, drawing upon its own membership for this purpose or upon the regular members of the Fellowship.
1.1. A Nominating Committee shall be appointed with the responsibility for selecting candidates and preparing for each general election of Directors and of each selection by the Board of President and Vice President. The President shall chair this Nominating Committee, and the Secretary shall be a member of it along with three other members appointed by the President.
1.2. A standing Committee on Membership, chaired by the Secretary, shall be appointed with an obligation to seek out and recruit potential members in all scholarly and academic disciplines and in all categories of membership.
1.3. The Board of Directors may establish other standing committees it deems appropriate, and may also dissolve any standing committees as necessary.
Section 2. Ad Hoc Committees
Either the President or the Board of Directors may establish ad hoc committees as deemed necessary to further the work of the Fellowship. Ad hoc committees cease to exist upon the completion of their assigned tasks.
ARTICLE IX - Funds, Contracts, and Payment of Obligations
Section 1. Contracts and Obligations
All authorized obligations duly incurred by the Officers of the Fellowship or by the Board of Directors shall be submitted to the Treasurer (or Secretary/Treasurer) who is obligated to make timely payment from the funds of the Fellowship.
Section 2. Accounts
Checking and savings accounts in the name of the Fellowship shall be established, as well as other trust accounts in such banks or depositories as the Board may direct.
Section 3. Contributions and Gifts
The Board may authorize acceptance on behalf of the Fellowship of any gift, contribution, bequest, or devise for general purposes or for any special purpose consonant with the purposes of the Fellowship.
ARTICLE X - Fiscal Year
The Fiscal Year of the Fellowship shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XI - Amendments and Rules of Order
Section 1. Amendments to the By-Laws
These By-Laws may be amended, altered, or repealed and new By-Laws adopted by a two-thirds majority of the Directors present at any regular or special meeting of the Board, if at least thirty days notice has been given to the membership of the Board of the intention to amend, alter, or repeal and adopt new By-Laws. Such amendment, alteration, or repeal and adoption of new By-Laws shall be published in the Quarterly of the Fellowship and shall be subject to review at the Annual Meeting of the membership.
Section 2. Rules of Order
In all matters not specifically contained in the Articles of Incorporation and these By-Laws of the Fellowship, the latest edition of Robert's Rules of Order shall obtain.
