NCIS 2010 Revised By-Laws, Amended 2014
I. Name and Purpose
The name of this organization is the National Coalition of Independent Scholars, Incorporated. Hereafter, it is referred to as “NCIS.”
The overall purpose of NCIS is to serve the interests of independent scholars in relation to scholarly associations, funding agencies, publishers, editors, academic institutions, libraries, other cultural and professional organizations, and the public.
More particularly, to carry out its overall purpose, NCIS aims to:
A. Support and represent independent scholars individually;
B. Assist and promote local and national organizations of independent scholars;
C. Prepare and distribute The Independent Scholar, a quarterly newsletter for members, and to distribute information through the official NCIS website and email to its members.
D. Assist members in making connections with one another and in attending and presenting work at appropriate national and regional venues, including but not limited to national disciplinary conferences, regional or chapter meetings of disciplinary societies, and meetings or conferences of independent scholars. Such assistance may include the creation and management of digitally-based interest and support groups, the disbursement of travel and research grants and awards, and other initiatives approved by the Board for these purposes.
E. Accept and manage gifts, bequests, funds, and property, and to use the income or principal thereof for the foregoing purposes;
F. Administer members’ grants and fellowships, under conditions the Board may set;
G. Undertake other activities to advance the overall purpose of the organization.
II. Incorporation and Tax Status
NCIS is incorporated in the State of Connecticut as a non-profit corporation and has qualified as a federally tax-exempt public charity under US IRC 501(c)(3). NCIS may incorporate in another state, with Board approval, and may have concurrent state incorporations.
There are two types of membership for individuals: Regular Membership and Life Membership.
A. Regular Members are persons who are accepted by the Membership Committee as and who have paid their annual dues. Applicants will submit a completed NCIS application indicating research interests and scholarly qualifications. Applications shall be made online, and dues paid online through the official NCIS website, www.ncis.org. The membership committee has the right to refuse any applicant it deems unqualified for membership. Regular Members may serve on the Board or committees, vote in elections, be listed in the Membership Directory, and receive such other benefits as the Board may determine. Annual dues are non-refundable.
B. Life Members are individuals who have paid a Life Membership fee of $1000, either in whole or in two installments of $500, to be paid in consecutive years. Life Members may serve on the Board or committees, vote in elections, be listed in the Membership Directory, and receive such other benefits as the Board may determine. Annual dues are non-refundable.
IV. Affiliated Groups
Membership in NCIS shall be open to local or national organizations of independent scholars. Such members are called Affiliated Groups. They shall support the overall purpose of NCIS, meet membership criteria established by the Board, and pay annual dues.
Dues for Affiliated Groups shall be determined by the Board, and shall be prorated by the number of members of the Affiliated Group with such proration as to size of membership and capitation fee being determined by the Board.
Affiliated Groups establish their own dues and membership qualifications. Affiliated Groups shall receive such benefits as the Board may determine, including but not limited to eligibility for NCIS-provided funding for local or regional meetings or conferences and access for the Affiliate president to TIS and other members-only parts of the NCIS website.
The affairs of NCIS shall be managed by a Board of Directors, hereafter called “the Board.” As a volunteer Board of a nonprofit membership organization, each Board member is expected to fulfill certain minimum obligations related to the work of the organization including contributing time and effort in Board service, attending all meetings, and undertaking volunteer activity and fundraising. Failure to meet these obligations will require that the Board member step down. Details of the Board member’s obligations are to be set by the Executive Committee and communicated to potential Board members at the time they are asked to stand for election.
A. All Board members must be NCIS Regular in good standing or Life Members.
B. The Board shall consist of the elected officers, ex-officio members, and no fewer than nine (9) other members, who may be either Regular members or Life members.
C. The Database Manager, Editor of The Independent Scholar, and the NCIS Representative to ACLS shall serve as ex-officio members of the Board. Ex-officio members are appointed by and serve at the discretion of the Board.
D. The terms of Board members shall be two (2) years. No Board member shall serve more than three (3) consecutive terms.
E. The Board shall be elected by NCIS Members in good standing via e-mail ballot as provided on the NCIS web site.
1. Candidates shall be selected by a Nominating Committee from a pool of NCIS Members by operation of one of the following:
a) proposed by members of the Nominating Committee
c) proposed by other NCIS Members.
2. All candidates must be NCIS members in good standing. Before their names are put on the ballot, all candidates must agree to serve if elected.
3. Unexpired terms of Board members shall be filled by the Board. Those so appointed will serve until the next election.
F. The Nominating Committee shall be appointed by the Board and shall consist of three (3) members: a past President of NCIS or a current Board member who is not eligible for re-election, and two (2) others, neither of whom may currently be Board members.
G. The position of a Board member who fails to attend two (2) consecutive Board meetings, either in person or via live conference call, shall be deemed vacant. The vacancy shall be filled as if it were an unexpired term (see above). Expectations for Board members are as follows: 1) each Board member is expected to chair or serve on at least one committee, and to be an active participant in all of the meetings, communications, and activities of that committee; 2) each Board member should provide an account of his/her activities on behalf of NCIS at the end of each year of his/her term; 3) Board members who do not participate in the activities of at least one committee to the satisfaction of the rest of the Board may be removed from the Board and the seat deemed vacant.
H. The Board shall meet at least once a year either in person or by conference call or online meeting. Between Board meetings, decisions shall be made by the Executive Committee.
I. A special Board meeting may be called by a majority of the Board. This special Board meeting may be either in person by conference call or online meeting.
J. A simple majority of the Board shall constitute a quorum; a binding vote shall require a simple majority of the quorum. On a question distributed to all Board members, live telephone participation by a Board member during an actual Board meeting or prior written votes received from absent members may be counted in determining both the quorum and the majority on that question.
K. General Board procedures shall be as follows:
1. All meetings of the Board shall be conducted in accordance with Robert’s Rules of Order.
2. Committees, both standing and ad hoc, may be established and disbanded at the Board’s discretion. They must be chaired by a Board member or member, but may include any NCIS member. Committee chairs shall file written reports of their committee’s activities each year.
L. NCIS members are invited to attend Board meetings, except for executive sessions.
VI. Duties and Powers of Officers
A. The officers of NCIS shall be a President, a Vice President, a Secretary, and a Treasurer. They constitute the Executive Committee.
1. The terms of officers shall be two (2) years. No officer shall serve more than two (2) consecutive terms in office.
B. Officers’ Duties and Powers
1. Duties and Powers of the President: The President shall be the chief executive officer of NCIS. The President shall preside at the meetings of the Board and of the membership, and has the general powers and duties of management usually vested in the office of the president of a corporation, as well as such other powers and duties as may be prescribed by the Board.
2. Duties and Powers of the Vice President: In the absence of the President for any reason, the Vice President shall perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall normally succeed to the office of President upon the expiration of the President’s term.
3. Duties and Powers of the Secretary: The Secretary shall take minutes of all meetings of the Board and shall provide a copy to each member of the Board. The Secretary shall maintain a book of minutes of all meetings of the Board, and such other records as the Board may determine.
4. Duties and Powers of the Treasurer: The-Treasurer shall maintain, or cause to be maintained, appropriate records of NCIS accounts and business transactions. These records shall be open to inspection on request by Board members, or, with reasonable notification, by other NCIS members. The Treasurer shall deposit, or cause to be deposited, all cash and other valuables to the credit of NCIS in appropriate accounts; shall disburse, or cause to be disbursed, NCIS funds as ordered by the Board; shall render on request, or cause to be rendered, an account of all transactions as Treasurer, and of the financial condition of the organization; shall prepare, or cause to be prepared, an annual report on NCIS’s financial condition for presentation to the membership; and shall have such other powers and perform such other duties as may be prescribed by the Board.
a) Qualifications for the position of Treasurer shall include: professional experience, paid or volunteer, with nonprofit organizations in the fields of accounting, bookkeeping and finance; background in and knowledge of applicable state and federal taxation in the nonprofit sector; and, understanding of the appropriate investment vehicles for small- to moderate-sized nonprofit organizations.
b) An annual fiscal review of the books kept by the Treasurer shall be scheduled by the Treasurer with a chartered accountant before the tax returns are to be filed on May 15 of the calendar year. Once the accounting firm has signed off on the books for the year, the final financials will be submitted to the Board of Trustees for their approval.
5. Duties and Powers of the Membership Officer [per amendment 2014]:
The Membership Officer is invested with the power to process memberships (new and renewal), manage the relationship between members and NCIS, and to supervise other committee chairs that are involved with membership promotion and creation. The Membership Officer will work in close coordination with all Officers, Chairs and Committees whose functions have a bearing on the membership, i.e., Benefits, Treasurer, Communications, Development and Programming, and Public Relations.
The Membership Officer, upon election or appointment, automatically becomes a member of the NCIS Board of Directors and of the Executive Committee. The Membership Officer is Permanent Chair of the Membership Committee, and as such is responsible for creating the Membership Committee by recruiting volunteers from the Board and the general membership.
The Membership Committee shall include the Affiliates Liaison.
The work of the Membership Officer and Membership Committee shall and must remain confidential and shall observe and follow the NCIS Privacy Statement.
6. COMMUNICATIONS OFFICER [per amendment 2014]:
GENERAL. The Communications Officer manages our website, social media presence and content, and other print and digital communications.
Election and Term of Office of the Communications Officer.
1. The Communications Officer shall be elected by the Regular Members of NCIS by electronic and postal mail ballot and shall serve for a term of two years. A majority of Regular members voting is required to elect. A Communications Officer shall not serve more than two consecutive terms.
2. Duties and Functions of the Communications Officer.
a. The Communications Officer helps in developing goals and strategies for the overall communications policies of NCIS and is responsible for the oversight of the NCIS website, social media, TIS Blog, News, and other means of internal and external communications to meet the needs of NCIS and its members
3. Qualifications for the position of Communications Officer.
a. Digital communications skills are required, along with some experience with website development and oversight, and social media development and implementation.
A. General meetings under the sponsorship of NCIS shall be open to the public, and be so advertised.
NCIS may maintain a Procedures Manual to clarify procedures specified anywhere in these Bylaws, to describe procedures referred to but not specified herein, and to cover any other procedures necessary for the conduct of NCIS business.
Procedures specified in the Procedures Manual shall not be incorporated by reference into the Bylaws.
The Procedures Manual may be revised, altered or set aside upon the action or initiative of the Executive Committee and shall not require prior changes to the Bylaws to be operative.
These Bylaws may be amended when necessary by two-thirds (2/3) majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out as a Board announcement to all members of the Board. Thirty days shall be allowed for the dissemination of proposed changes to members before a vote is held. Ballots and explanatory material shall be made available at the NCIS web site to all members. The Board may vote on the amendments via a telephone conference call or email with a legal quorum first being established.
rev. 9.23.2014 to include amendments of 2014