Officers

1. The Officers of the Society shall be a President, six Vice Presidents, a Secretary, and a Treasurer; they shall be elected for two-year terms in alternate years by mail ballot and shall continue in office until their successors are elected. Election shall be by the affirmative ballots of a majority of the members voting. Officers may serve two successive terms and may be reelected after a term out of office.

2. The President, or in the President’s absence one of the other Officers, shall preside at all the meetings of the Society and of the Council and shall perform such duties as are customary to the office or as may be assigned to it by the Council. The President shall be, ex-officio, a member of all committees. The President may draw upon the funds of the Society for its benefit sums not to exceed $200; all larger sums must be authorized by the Council.

3. The Secretary shall keep a record of the proceedings of the Society and of the Council and conduct the correspondence thereof; the Treasurer shall collect and disburse the funds of the Society under the general direction of the Council; and shall perform such other duties as are customary to the office or as may be assigned to it by the Council.

4. In the case of resignation, non-performance of duties, incapacity or death, an Officer may be replaced by two-thirds vote of the Council, for the balance of the unexpired term.

Council

1. There shall be an executive committee known as the Council, consisting of the nine officers and ten other active members, five drawn from the Classical School (including Art History and Post-Classical Studies) and five drawn from the School of Fine Arts. Of the Members of the Council other than Officers, one half shall be elected for four-year terms every two years by mail ballot and shall continue in office until their successors are elected. Election shall be by affirmative ballots of the majority of members voting. No member of the Council may serve two successive four-year terms.

2. The President and Director of the American Academy in Rome, and past Presidents of the Society of Fellows shall be, ex-officio, non-voting members of the Council.

3. In case of resignation, non-performance of duties, incapacity or death, a member of the Council may be replaced by two-thirds vote of the Council, for the balance of the unexpired term.

Committees

1. There shall be a Nominating Committee, appointed biennially by the Council, consisting of a Chair, who shall be a member of the Council, and four other active members who are not on the Council. The Nominating Committee shall be chosen to represent as widely as possible the professions of the membership.

The Nominating Committee shall solicit nominations from active members and shall draw up a slate for election as Officers and Members of the Council, representing as widely as possible the professions of the membership, and including a Fellow returned from Rome within the previous two years. Additional nominations may be made by petition signed by no fewer than 15 active members and received by the Secretary at least 30 days prior to the posting of the mail ballot, which shall occur in January of alternate years.

2. The Council or the President may appoint such other committees as are necessary.

Dues

Annual dues, as set by the Council, shall be payable by the date set by the Council for the ensuing year.

Reporting to Members

The Officers and Council shall report to the members by mail annually, through the newsletter or in another written form. Upon petition of five percent of the active membership or his or her own initiative, the President shall call a meeting of the full membership. The meeting shall be set 90 days after the receipt of the petition. The Secretary shall announce the meeting to the membership at least 60 days in advance and prepare the agenda, items for which must be submitted at least 30 days before the meeting. Ten percent of active members shall constitute a quorum.

Amendments

Any proposed amendments to this Constitution or Bylaws, after approval by the Council, shall be submitted by mail to all members of the Society. Forty days after the date of mailing the amendment shall be recorded as adopted by vote of the Society, provided that the amendment had been approved by two-thirds of the ballots received.

Dissolution & Distribution of Assets

In the event of the dissolution of the Society, or the cessation of its activities or the failure to elect a Council on a continuing basis, all of the remaining assets and property of the Society shall after necessary expenses thereof be distributed to the American Academy in Rome (an educational 501(c)(3) organization according to the Internal Revenue Code of 1954, as amended), or, if the Academy does not at that time exist, to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which this Society was formed.