NCIS BY-LAWS, AMENDED March 2021

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 publish The Independent Scholar, an open-access peer-reviewed online journal, and to distribute information publicly on a regular basis through the official NCIS website and through email to its members, and via Facebook and/or other social media as appropriate.
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.

III Governing Structure of the Organization

A. The affairs of NCIS shall be managed by a Board of Directors, hereafter called “the Board.”
B. An Executive Committee, whose role is to inform and guide the Board, shall consist of the President, Vice President, Secretary, Treasurer, Membership Officer and Communications Officer. 
C. The elected officers of NCIS shall be a President, a Vice President, a Secretary, a Treasurer and a Membership Officer.

IV. 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. These include contributing time and effort to Board service, attending meetings pursuant to the requirements stated in Section G below, and undertaking volunteer activities 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 Members in good standing or Life Members.
B. The Board shall consist of the elected officers, ex-officio members, and no fewer than six (6) other members, who may be either Regular Members or Life Members.
C. The Webmaster, Communications Officer, General Editor of The Independent Scholar, Partner Group Liaison, and Digital Archivist 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 email 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
b) self-proposed
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, without notice of a valid reason, 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 regularly to the Board; 3) Board members who do not participate in the activities of at least one role 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 regularly to the Board on their committees’ activities each year.
L. NCIS members are welcome to attend Board meetings; this invitation is not extended toExecutive Committee sessions. [See IV A for a definition of the Executive Committee.]

V. Executive Committee

a) The Executive Committee shall meet regularly, in advance of each Board meeting.
b) A quorum of 50% of the Executive Committee, to include the presence or proxy vote of the President and/or Vice President, shall be required before business can be conducted.
c) The terms of officers shall be two (2) years. No officer shall serve more than three (3) consecutive terms in office.

VI. Duties and Powers of Officers

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 send them to the President for review and forwarding to 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:
a) The Membership Officer is invested with the power to process memberships (new and renewal), manage the relationship between members and NCIS, and to coordinate with 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.
b) 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.
c) The Membership Officer shall work closely with the Webmaster in maintaining member records on the database.
d) 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]:

a) GENERAL. The Communications Officer cooperates with the President in maintaining the NCIS website, social media presence and content, and other print and digital communications.
b) Election and Term of Office of the Communications Officer. The Communications Officer shall be interviewed by the Executive Committee and recommended to the Board for appointment.  The Communications Officer shall serve at the discretion of the Board.
c) Duties and Functions of the Communications Officer. The Communications Officer helps in developing goals and strategies for the overall communications policies of NCIS and is responsible in cooperation with the President for the oversight of the NCIS website, social media, and other means of internal and external communications to meet the needs of NCIS and its members. d) Qualifications for the position of Communications Officer. Digital communications skills are required, along with some experience with website development and oversight, outreach and communications in a membership organization, and social media development and implementation.

VII. Membership

NCIS welcomes applications from candidates in every country, but the Membership Committee requests that all applications and supporting materials (such as CVs) be submitted in English. 
A. MEMBERSHIP COMMITTEE
The Membership Committee shall examine the qualifications of a candidate for membership and may determine the appropriate level of membership for that individual. The membership committee may reject any potential member at their discretion.
a) If the Membership Committee rejects a candidate the candidate’s dues will be returned.
b) If the Membership Committee accepts a candidate but at a lower level, the difference in the candidate’s dues will be returned.

B. MEMBERSHIP CATEGORIES
There are three types of membership for individuals: Associate Membership, Regular Membership and Life Membership.
a) Associate Members are persons who are accepted by the Membership Committee as Associate Members 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. b) Regular Members are persons who are accepted by the Membership Committee as Regular Members 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.
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.
c) Life Members have already been accepted as regular, full NCIS members. In addition, they have paid a one-time fee of $1,500, either in whole or in three installments of $500 over consecutive years. Life Members have all the same rights and privileges as other regular members. They 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. The life membership fee is non-refundable.
C. Nondiscrimination Policy: It is the policy of NCIS not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran status, political service or affiliation, color, religion, or national origin. Furthermore, the officers, directors, committee members, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.
D. Any changes in membership levels or member benefits will be made by vote of the Board.

VIII. Partner Groups

Affiliation with NCIS shall be open to local or national organizations of independent scholars. Such members are called Partner Groups (formerly Affiliate Groups). They shall support the overall purpose of NCIS and adopt the NCIS anti-discrimination policy, and shall pay annual dues to NCIS.
Dues paid to NCIS by Partner Groups shall be determined by the Board, and shall be prorated by the number of members of the Partner Group with such proration as to size of membership and capitation fee being determined by the Board.
Partner Groups establish their own dues and membership qualifications. Partner 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.

IX. Procedures

A. 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.
B. Procedures specified in the Procedures Manual shall not be incorporated by reference into the Bylaws.
C. 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.

X. Amendments

These Bylaws may be amended when necessary by two-thirds (2/3) majority of the Board. Proposed amendments must be submitted to the President to be discussed by the Board. The Board may vote on the amendments via an online conference call or email with a legal quorum first being established.

rev. 28 March 2021 to include amendments of March 2021.