The name of this organization shall be “The Society of Fellows of the American Academy in Rome,” hereafter the “Society.”

Officers

1. The Officers of the Society shall be a President, six Vice Presidents, a Secretary, and
a Treasurer; they shall be elected for four-year terms and may serve two successive
terms for a total of eight years of contiguous service. After a term out of office, Officers
may be reelected and serve for another two successive terms.

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 Society committees. The President serves ex-officio
as a member of the Board of Trustees of the American Academy in Rome; additionally,
the President works closely with the American Academy in Rome’s offices in New York
City and should be willing and able to attend in-person meetings in New York on a
regular basis. The President may draw upon the funds of the Society for its benefit of
sums not to exceed $500; all larger sums must be authorized by the Council if they are
new draws.

3. The Secretary shall keep a record of the proceedings of the Society and of the
Council, conduct the correspondence thereof, and schedule regular meetings of the
Council. 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 event of resignation, non-performance of duties (as determined by a two-thirds
vote of the Council), incapacity or death, an Officer may be replaced by the President
for the remainder of the unexpired term with the expectation that the replacement will be
included on the slate for the next election. If the President does not complete a term,
then the six Vice Presidents will choose two Vice Presidents to function as interim co-
Presidents until the next election cycle.

Council

1. There shall be an executive committee known as the Council, consisting of the nine officers and ten other active members, five from typical artistic fields and five from typical scholarly fields. Council members shall be elected for four-year terms and may serve two terms for a total of eight years of contiguous service. After a term out of office, Council members may be reelected and serve for another two successive terms.

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

3. In case of resignation, non-performance of duties, conflict of interest, incapacity or death, a member of the Council may be replaced by the President for the balance of the unexpired term with the expectation that the replacement will be included on the slate for the next election.

4. Council meetings should be held online to allow national participation, and electronic voting shall be permitted for maximum inclusivity. A simple majority of Council members shall constitute quorum.

Committees

1. The President shall convene the number and type of committees that the Council agrees are necessary, with the minimum number being three committees in addition to the Nominating Committee.

2. Each committee shall be co-chaired by two Council Vice Presidents.

3. Committees shall include membership of Officers of the Council, Council Members, and, if desired, individuals who are members of the Society.

4. There shall be a standing Nominating Committee.

Members

1. Members of the Society include all individuals who have received an appointment at the American Academy in Rome as either a Fellow, Resident, Affiliated Fellow, or Italian Fellow.

2. Members may request to attend scheduled meetings of the full Council, and the Council and Officers may hold occasional meetings open to the full membership.

3. The Officers and Council shall report to the members (regularly and at least annually) through appropriate written forms.

4. The Council shall provide pathways to financial resources, e.g. via fundraising, donations, membership dues, or other mechanisms.

Elections

1. The Nominating Committee (NC) shall be responsible for elections.

2. The NC chair and its three members shall be appointed by the President, who shall ensure the entire NC is chosen to represent as widely as possible the professions of the membership. The chair of the NC shall be a Vice President of the Council; the members of the NC shall consist of at least three further Council members. Neither the chair nor the members of the NC may run for election as another Officer of the Council. The NC may choose to invite up to four active members of the Society who are neither Officers nor Members of the Council.

3. The NC shall solicit nominations from active members of the Society and organize elections. The NC shall draw up a slate for election of Officers (including the President) and Members to the Council, representing as widely as possible the professions of the membership, accepting and soliciting input from all interested parties (especially Officers, Council Members, and other active Society members), and including whenever possible members with years of fellowship as diverse as possible to represent past and very recent experiences in Rome. Such elections may be presented to the Society membership either as individually contested or as a slate for approval.

4. The NC process shall occur at a regular time annually, unless it is unnecessary due to a lack of vacancies in a given year.

Amendments

Any proposed amendments to these Bylaws, after approval by a two-thirds majority of the Council, shall be submitted to all members of the Society for approval. Members will have two weeks to vote on the amendments, after which they shall be recorded as adopted, 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.