Article I — Name

Section 1.1. Name.

The name of this Corporation shall be North American Academy of Liturgy, Inc., hereinafter referred to as the “Corporation.”

Article II — Purposes

Section 2.1. Purposes.

The Corporation is organized exclusively for the following charitable, religious, and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law):

1. To promote and support liturgical research, publication, and dialogue at a scholarly level, and
2. To perform any purpose for which not-for-profit corporation are authorized under the Indiana Nonprofit Corporation Act of  1991.

Article III — Meetings of Members

Section 3.1. Annual Meeting.

An annual meeting of the Members shall be held in January for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting.

Section 3.2. Special Meetings.

Special meeting of the Members may be called by the President, the Boa rd of Directors or not less than ten percent (10%) of the Members having voting rights.

Section 3.3. Place of Meeting.

The Board of Directors may designate any place, either within or without the State of Indiana, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Indiana, but if all of the Members shall meet at any time and place, either within or without the State of Indiana and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 3.4. Notice of Meetings.

A written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered or mailed by first-class mail by the secretary, or by the officer or person calling the meeting to each Member of record entitled to vote at that meeting, at the address which appears on the records of the Corporation, at least ten (10) days before the date of meeting. Notice of any meeting of Members may be waived in writing filed with the secretary or by attendance in person.

Section 3.5. Informal Action by Members.

Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of Members, may be taken without meeting if a consent in writing, setting forth the action so taken, shall be signed by at least eighty percent (80%) of the Members entitled to vote with respect to the subject matter thereof. Requests for written consents must be delivered to all Members.

Section 3.6. Quorum.

Ten percent (10%) the persons qualified to vote on a matter, represented in person or by proxy, shall constitute a quorum for action on that matter.

Section 3.7. Proxies.

At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Article IV — Directors

Section 4.1. Number, Qualifications, Election of Directors.

The provisions regarding number, qualifications, and election of directors shall  be those set forth in the Corporation’s Articles of Incorporation.

Section 4.2. Regular Meetings.

A regular annual meeting of the Board of Directors shall be held without other notice than these By-Laws, immediately after, and at the same place as, the annual meeting of Members. The Board of Directors may provide by resolution the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4.3. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Indiana, as the place for holding any special meeting called by them.

Section 4.4. Notice of Special Meetings.

Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Corporation. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these By-Laws.

Section 4.5. Quorum.

A majority of the entire Board of Directors shall constitute a quorum. However, when filling vacancies occurring in the Board of Directors, a majority of the existing Directors shall constitute a quorum.

Section 4.6. Manner of Acting.

The act of a majority of those Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4.7. Informal Action by Directors.

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board or such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 4.8. Delegation of Powers.

For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any Officer to any other Officer or Director, but no Officer or Director shall execute, acknowledge, or verify any instrument in more than one capacity.

Section 4.9. Removal for Cause.

Members of the Board of Directors may only be removed for cause, as defined herein, by a vote of a majority of the Members who would be entitled to vote at an election of officers and  Directors, at a meeting of the Members called expressly for that purpose.  Cause may be found where the Membership has reason to believe that a Director is engaged in:

1. fraudulent or dishonest conduct; or
2. gross abuse of authority or discretion with respect to the Corporation; or
3. breach of the duties owed to the Corporation pursuant to the Indiana Nonprofit Corporation Act of 1991, the Corporation’s Articles of Incorporation, or these By-Laws.

Article V — Officers

Section 5.1. Number, Qualifications, and Election.

The provisions governing  the number, qualifications, and election of Officers by the Membership shall be those set forth in the Corporation’s Articles of Incorporation.  The Secretary and Treasurer shall each serve no more than three consecutive two year terms.

Section 5.2. Removal of  Officers.

Officers may only be removed for cause, as defined herein, by a vote of a majority of the Members who would be  entitled to vote at an election of Officers and Directors, at a meeting of  the Members called expressly for that purpose. Cause may be found  where membership has reason to believe that an Officer is engaged in:

1. fraudulent or dishonest conduct; or
2. gross abuse of authority or discretion with respect to the Corporation; or
3. breach of the duties owed to the Corporation pursuant to the Indiana Nonprofit Corporation Act of 1991, the Corporation’s Articles of Incorporation, or these By-Laws.

Section 5.3. Duties.

In addition to the general duties of Officers set forth by these By-Laws, the Articles of Incorporation, and the Indiana Nonprofit Corporation Act, the following special duties shall be performed by the following designated Officers:

1. President. The President shall be the chief executive officer of  the Corporation. He or she shall preside at all meetings of the Board of Directors and Membership. Under the Board’s direction the  President shall have general supervision over the affairs of the  Corporation and over the other officers. He or she shall sign all  written contracts of the Corporation. Additionally, the President  shall appoint committees, organize the annual meeting, and perform all such other duties as are incident to this office.
2. Vice President. The Vice-President shall perform the duties specified in subsection (a) of this Article in the absence or disability of the President. In addition, he or she shall perform duties and assignments which may from time to time be delegated by the President or the Board.
3. Treasurer. The Treasurer shall have custody of all moneys and  securities of the Corporation and shall take charge of the registration for the annual meeting of the Corporation. The Treasurer shall  perform all such other duties as are incident to this office.
4. Secretary. The Secretary shall have the responsibility for providing that notices required by these By-Laws are issued, and shall provide that minutes of all meetings of the Board of Directors and Membership are adequately kept, and that an accurate membership list is maintained. He or she shall have responsibility for all corporate books, records and papers, and all written contracts of the Corporation and shall be custodian of the corporate seal. The Secretary shall perform all such other duties as am incident to this  office.

Article VI — Committees

Section 6.1. Standing and Special Committees.

The President shall, with the approval of the Board of Directors, appoint such standing or special committees of such size as the President or Board of Directors may deem necessary to properly carry on the activities and effect the purposes of the Corporation. Such committees shall perform as the President or the Board of Directors may direct.

Section 6.2. Admissions Committee.

The Admissions Committee shall be a standing committee. The Committee shall be composed of three Members of the Corporation appointed by the President. The Admissions Committee shall examine the credentials of those applying for admission and recommend those qualified for Membership. Candidates qualify for membership when, having completed the application process, they are judged to have met two of the three following criteria: (1) hold a doctorate in some aspect of liturgical studies or the equivalent academic or professional degree; (2) hold a professional position through which they contribute to liturgical formation, publishing and speaking, or hold a prominent professional appointment with their respective religious bodies and actively contribute to the development of liturgy; (3) demonstrate a steady and on-going commitment to the field of liturgy, or have contributed to it through work in the allied arts and disciplines.

Section 6.3. The Editorial Committee.

The Editorial Committee shall be a standing committee. The Committee shall be appointed by the president. The Editorial Committee shall prepare the proceedings of the annual meeting for publication.

Section 6.4. Nominating Committee.

The Nominating Committee shall be appointed each year by the President at the annual meeting. The Committee shall be composed of three Members, one of whom shall be the retiring Past President who shall chair the Committee. Current officers are ineligible for membership on the Committee and no one serving on the Nominating Committee may be nominated for an office. For each open office the Nominating Committee shall prepare a slate of at least three nominees who are willing to serve; when the Secretary or Treasurer is eligible for reelection this requirement for three nominees may be waived.  The Committee shall call for recommendations for nominations from the Membership by September 1 of each year and shall tally the responses by October 1. The slate of  nominees, with biographical data, shall be conveyed to the Membership at least thirty days before the annual meeting. Additional nominations may be made from the floor, but only with the nominee’s prior consent.

Article VII — Contracts, Checks, Deposits and Funds

Section 7.1. Contracts.

The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 7.2. Checks, Drafts, Etc.

All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 7.3. Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 7.4. Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.

Article VIII — Books and Records

Section 8.1. Books and Records.

The Corporation shall keep correct and  complete books and records of account and shall also keep minutes of  the proceedings of its Members, Board of Directors, and Committees  having any of the authority of the Board of Directors, and shall keep at  the principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his agent or attorney, for any proper  purpose at any reasonable time.

Article IX — Fiscal Year

Section 9.1. Fiscal Year.

The fiscal year of the Corporation shall begin on the first day of July and end on the 30th day of June in each year.

Article X — Corporation Indemnification

Section 10.1. Indemnification.

To the extent not inconsistent with the law of the State of Indiana, every person (and the heirs and personal representatives of such person) who is or was a Director or Officer of the Corporation shall be indemnified by the Corporation as provided in the Act.

Article XI — Amendments to By-Laws

Section 11.1. Amendments.

A majority of the total number of Members present and voting at the annual meeting or other meeting called to consider a proposed amendment to the By-Laws shall be required in order to alter, amend or repeal the By-Laws. Any By-Law providing for action inconsistent with the purposes and powers of the Corporation enumerated in the Articles of Incorporation shall not be binding upon any Officer, Director or Member of the Corporation and shall not affect the continued validity of the remaining By-Laws.