The National Economists Club By-Laws*
ARTICLE I. Name and Purpose
SECTION 1: Name
The name or title by which the society shall be known is The National Economists Club.
SECTION 2: Purpose
The purposes for which the Club is organized are the following:
(1) To operate exclusively for educational and scientific purposes in promoting the advancement of economic science and practice through the organization of lectures, debates, seminars, and similar meetings and opportunities for exchange of ideas among members and others, the provision of meeting places, the publication of newsletters, articles, papers and journals, the use of various media including telecommunications, the sponsorship or participation in non-political forums of the general public in matters related to the history, progress and philosophy of the economic sciences, and the engagement in any and all other lawful activities incidental to the foregoing purposes, except as restricted herein.
(2) The National Economists Club, as such, shall not take a position on economic or political questions.
(3) No part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation; nor shall the corporation in any manner or to any extent participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall the corporation engage in any activities that are unlawful under applicable Federal, State, or local laws.
ARTICLE II. Members
SECTION 1: Qualification for Membership
Individuals and organizations interested in the purposes of the Club may be enrolled as members.
SECTION 2: Classes of Members
(1) Individual Resident Members: Members who are individuals employed or living within fifty miles of the zero milestone in the District of Columbia.
(2) Individual Non-resident Members: Members who are neither employed nor living within fifty miles of that milestone.
(3) Institutional Members: Businesses or other organizations, wherever located.
(4) Honorary Members: Individuals so designated by a resolution of the Board of Governors or a resolution adopted at a membership meeting.
(5) The Board, by majority vote, is authorized to create additional classes of membership.
SECTION 3: Resignation
Any member may withdraw from the Club, after fulfilling all his obligations to the Club, by giving written notice to the Secretary.
SECTION 4: Expulsion
Membership in the Club may be revoked for cause by a three-quarters vote of the Board of Governors.
SECTION 5: Voting Rights
Every individual member shall be entitled to vote on any question coming before the members, within the limitations of Article VIII. Any member entitled under these By-Laws to vote at a meeting may be represented and vote by proxy.
SECTION 6: Reimbursements
Members of the Club may be reimbursed for any expense incurred on behalf of the Club at the direction of the Board of Governors or the President.
ARTICLE III. Meetings of Members
SECTION 1: Regular Business Meetings
Regular business meetings are to be held at least every twelve months and to be chaired by the President or his/her designee. An annual meeting of the members shall be held within the first quarter of each calendar year.
SECTION 2: Special Meetings
Special meetings may be called at the discretion of the Board of Governors, or upon written petition of 1/20th of the members in good standing, to consider a specific subject.
SECTION 3: Place
The place of the meeting may be a suitable location in the Washington DC metropolitan area. Meetings of the members, including special meetings, may also be held via the internet, conference telephone or similar communications equipment through which all participating members can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
SECTION 4: Notice
Notice of all business meetings is to be made to the members 15 to 50 days in advance by mail, e-mail or other electronic transmission.Notice of a special meeting shall include a description of the purpose for the meeting.
SECTION 5: Quorum
For business meetings, attendance in person or by proxy of 1/20th of the members eligible to vote shall constitute a quorum.
SECTION 6: Voting
The affirmative vote of a majority of the members present at a meeting at which a quorum is present shall decide questions brought before the members, except as noted elsewhere in these By-Laws. By resolution of the Board of Governors, any matter may be put before the membership without a meeting by mail, e-mail or other electronic means, provided that the number of members who vote by mail, e-mail or other electronic means equals 1/20th of the membership eligible to vote and that the matter is approved by a majority of the members voting by mail, e-mail or other electronic means.
ARTICLE IV. Board of Governors
SECTION 1: Duties and Powers
The property, affairs, business and other concerns of The National Economists Club shall be vested in a Board of Governors. The Board shall have the power to call meetings of the Board or the membership at such time and place as it considers proper; to drop members from the rolls with or without cause; to establish officer positions in addition to those named in the By-Laws; to appoint committees; to audit the financial accounts and direct the Treasurer to disburse funds of the Club; to print and circulate relevant documents or reports; to devise and carry into execution such other measures as the Board deems proper and expedient to promote and to protect the interests and welfare of the Club. Policies or actions decided upon by the Board will generally take the form of written instructions to the officers for execution.
SECTION 2: Number, Tenure, Qualifications
The Board of Governors shall consist of the immediate past President as Chairman, the elected officers ex officio, the three immediate past Chairmen, and nine elected members of the Board. The latter shall serve for three-year terms beginning on January 1 of the calendar year following their election, so that three members retire each year.
SECTION 3: Regular Meetings and Manner of Acting
Meetings of the Board shall be held at least twice a year. Special meetings may be called by the Chairman or by five members of the Board. Notice of meetings shall be delivered by mail, e-mail or other electronic transmission to each Governor at least 7 days before the date of any meeting. Delivery of written notice by hand or by facsimile transmission, or oral advice by the Chairman or a deputy, seven days in advance also shall be adequate notice. A quorum for the transaction of business shall consist of one-third of the members of the Board then in office. A simple majority vote of those present shall decide questions brought before the Board, except insofar as noted elsewhere in the By-Laws. If a quorum is not present, the Chairman or the Chairman’s deputy may adjourn the meeting to a later date within the following 10 days; absent members shall be informed promptly of the new date.
SECTION 4: Vacancies
Whenever any vacancy shall occur on the Board of Governors or among the officers by death, resignation, or otherwise, the position shall be filled by a majority vote of the Board members as soon as possible. The board fills the vacancy only for the remainder of the term.
SECTION 5: Compensation, Expenses and Loans
No governor shall be compensated for his or her service as a governor, unless otherwise decided by the Board. Governors may be reimbursed for reasonable expenses incurred for the purposes of participating in meetings of the Board and while otherwise acting on behalf of the Club. The Club shall not lend money to, or guarantee the obligation of, a governor; except that the Club may provide an advance to pay reimbursable expenses reasonably expected to be incurred by a governor.
SECTION 6: Inspections
Any governor may inspect and copy the books, records and documents of the Club at any reasonable time to the extent reasonably related to the performance of the governor’s duties as a governor, including duties as a member of a committee. However, no governor may inspect or copy the books, records or documents for any other purpose, or in any manner that would violate any of the governor’s duties to the Club or that would violate any law.
ARTICLE V. Officers
SECTION 1: Duties
Within the stated policies and instructions of the Board of Governors, the officers shall be responsible for proper planning, programming, functioning, Newsletters, luncheon lectures, lecture summaries, seminars, annual meeting, setting fees for Club events, financial records, reports to members, selecting and managing employees, and other activities of the Club. The outgoing officers shall be responsible for planning and announcing in December programs for the first meeting in January, but should consider the preferences of the new officers to the extent practical after their election. The new officers shall begin as soon as practicable “ following their election “ the planning process for programs in the following year. The outgoing President shall draft, in consultation with the incoming President, a budget for the following year. The President, before the end of his/her term, shall present the budget to the Board of Governors for its approval; the incoming President may offer amendments to the Board when it deliberates.
SECTION 2: Positions, Tenure, Qualifications
Officers shall consist of a President, Vice Presidents, a Secretary, a Treasurer, and any other officers the Board of Governors may designate. Officers shall be elected for one-year terms beginning on January 1. [Officers elected to begin their terms on
April 1, 1993 shall be elected for a shortened term, to end on December 31, 1993 ]. No officer may serve in the same position for more than three consecutive terms.
SECTION 3: Recall
Any officer may be recalled, either with or without cause, at any time by vote of two-thirds of the members of the Club present at any special meeting called for the purpose, or at any regular meeting, but members must represent at least one-sixth of the resident membership, by personal vote or written proxy. Alternatively, on the recommendation of two-third of the Board of Governors, an officer may be recalled by two-thirds vote of an ordinary membership quorum.
SECTION 4: Compensation, and Expenses and Loans
Officers may be compensated for their service as officers and may be reimbursed for reasonable expenses incurred while acting on behalf of the Club. The Club shall not lend money to or guarantee the obligation of an officer of the corporation; except that the Club may provide an advance to pay reimbursable expenses reasonably expected to be incurred by an officer.
ARTICLE VI. Nominations, Elections, and By-Laws Amendments
SECTION 1: Nominations
(1) The Nominating Committee shall annually name qualified persons to stand for election as follows: one or two nominees for each of the offices of President, Vice Presidents, Secretary, Treasurer, and any other offices designated by the Board,; at least three and not more than and six nominees for the three vacancies on the Board of Governors. Officer nominees must be resident members. At least one-third of the nominees for Board members and one of the three Board members elected must be resident members. Due consideration shall be given to nominees’ field of occupational interest to provide fair representation of the sectors of government, business, and academic and non-profit research.
(2) Any member may recommend candidates for officers or Governors to the Nominating Committee. Any nominee proposed by a petition signed by 5 percent of the voting membership shall be added to the slate presented by the Nominating Committee.
SECTION 2: Elections
Ballots for the elections of officers and Governors shall be mailed, e-mailed or made available through an Internet balloting arrangement to all members in October with two weeks to submit their votes. Ballots shall be counted in November and the election results shall be published promptly. Nominees receiving the highest number of votes shall be declared elected.
SECTION 3: Election Tellers
Two resident members in good standing with the Club shall be selected by the President to count the election ballots and certify the results to the Secretary of the Club.
SECTION 4: Amendments to the By-Laws
The By-Laws may be amended by simple majority vote at a duly noticed membership meeting of the Club or through an Internet balloting site; provided that an amendment that changes the members’ quorum or voting requirements shall be subject to the requirements of the By-Laws then in effect. Written notice of any proposed change to be considered shall be mailed or sent by email to members with the notice of the meeting, as considered appropriate by the Chairman of the Board or the President. Alternatively, proposals for amending the By-Laws may be recommended by the Board of Governors or by a petition of 5 percent of the membership submitted to the membership by mail or Internet-based ballot and adopted if approved by a majority of the members voting, where not less than 1/20th of the membership votes.
ARTICLE VII. Committees
SECTION 1: Nominating Committee
The Committee shall be composed of the two immediate past Presidents of the Club, and two members-at-large to be selected by the Board of Governors, with the most immediate past President as the Chairman.
SECTION 2: Committees
The Board may create other committees consisting of governors or other persons, which committees shall have such authority as the Board may by law and these By-Laws direct; provided that any committee that includes persons other than governors may not exercise any powers of the Board, and provided further that no committee shall have the authority to alter or amend these By-Laws; to remove or appoint members of the Board; to elect or remove the officers or executive director, if any; to fill vacancies on a committee created under this Article VII; or to authorize distributions; or to adopt an annual budget.
ARTICLE VIII. Indemnification
SECTION 1: Indemnification
The Club shall indemnify, to the maximum extent allowed by sections 29-406.51, 29-406.52 and 29-406.56 of the District of Columbia Nonprofit Corporation Act of 2010 (the “Act), each former and current governor and officer for expenses and costs (including reasonable attorney’s fees) actually incurred in connection with any claim asserted by reason of being or having been a governor or officer. The Club shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by such former or current governor or officer in accordance with sections 29-406.53 and 29-406.56 of the Act. In providing indemnification under this Article VIII, the Club shall follow the procedures described in section 29-406.55 of the Act.
ARTICLE IX. Recordkeeping
SECTION 1: Records
The Club shall keep as permanent records minutes of all meetings of its Board of Governors, a record of all actions taken by the Board of Governors, and a record of all actions taken by a committee of the Board of Governors on behalf of the Club. The Club shall keep a copy of the following records at its principal office: (1) Articles of Incorporation or restated Articles of Incorporation and all amendments to them currently in effect; (2) these By-Laws or restated bylaws and all amendments to them currently in effect; (3) minutes and records described in this section for the past three years; (4) a list of the names and business addresses of its current governors and officers; and (5) the most recent biennial report filed with the District of Columbia; and (6) the annual tax return filed with the IRS to extent required under the Internal Revenue Code.
ARTICLE X. Dues
SECTION 1: Dues
The Board of Governors by a two-thirds vote of a quorum shall determine applicable dues for each class of membership. A member who fails to pay his dues within 30 days from the time they become due shall be notified by the Treasurer and if payment is not made within the next succeeding 30 days the membership shall be dropped from the Club’s rolls.
SECTION 2: Fiscal Year
The Club’s fiscal year for dues and accounting purposes shall be from January 1 to December 31.
ARTICLE XI. Procedure
Unless otherwise specified in the By-Laws, meetings of the membership and the Board of Governors shall be governed by Robert’s Rules of Order.
*(As amended in 2013) These bylaws have been revised to reflect the changes that were voted on and approved by the Board of Directors in Oct 2013 and voted upon by the Membership and adopted January 2014.