BYLAWS AND CONSTITUTION
OF THE ACADEMY OF CATHOLIC HISPANIC THEOLOGIANS OF THE UNITED STATES, INC.
Current as of
June 6, 2010
ARTICLE 1: PURPOSES
The Academy is an association of scholars dedicated to promoting research and critical theological reflection within the context of U.S. Hispanic Experience.
While influenced by other theologies, the articulation of the faith experience of U.S. Hispanics is a distinct theological enterprise whose depth and richness remain largely untapped by the Church. The urgency of providing a theological voice for the lived faith of U.S. Hispanics, is further underscored by the rapidly increasing demographic significance of the Hispanic population.
In order to carry out its mission, the Academy seeks to:
1) accompany the Hispanic communities of the United States, helping to critically discern the movement of the Spirit in their historical journey;
2) thematize the faith experience of the people within their historical, socio-economic, political and cultural contexts;
3) encourage interdisciplinary scholarly collaboration;
4) create resources, instruments and a professional network to develop a U.S. Hispanic teología de conjunto;
5) support Hispanics currently engaged in theological research and studies;
6) develop a scholarship fund to promote the theological education of Hispanics in general and of Hispanic women and Hispanic blacks in particular.
In this way the Academy seeks to assist those entrusted with a teaching ministry in the Roman Catholic Church and to contribute to the integral liberation of all people of Christ.
ARTICLE 2: MEMBERS
Classes of Members
2.01Members of the society shall be either active, associate, affiliate, or honorary.
a)Active membership is open to Roman Catholic Hispanics who possess a doctorate degree in theology, scripture, ministry, or general religious studies and are knowledgeable and actively engaged in the North American Hispanic religious experience. In exceptional cases the committee on Admissions may recommend for active membership those who education and scholarly achievements could be considered as meeting the standards customarily demanded for the doctorate.
b)Associate membership is open to Roman Catholic Hispanics who are enrolled in a doctoral program in theology, scripture, ministry, or general religious studies; or to others with doctorates who are engaged in the U.S. Hispanic religious experience.
c) Affiliate membership is open to Roman Catholics who have completed or who are enrolled in an accredited non-doctoral graduate program in theology, Scripture, ministry, or general religious studies, and who are engaged in the U.S. Hispanic religious experience.
d)Honorary membership is conferred, upon recommendation of the Board of Directors, by majority vote of the active membership present at the annual business meeting in recognition of special services to the Academy or the elaboration of a U.S. Hispanic theology.
2.02Election of Members. Candidates for membership, upon recommendation of the Committee on Admissions are admitted to active, associate, or affiliate membership in the Academy by the majority vote of the active members present at the annual business meetings.
2.03Dues. The annual dues for all members shall be determined by the Board of Directors and are payable in advance on January 1st of each year. The dues of the new members shall begin with the year of enrollment.
2.04.Voting Right. Each active member shall be entitled to one vote on each matter submitted to a vote of the members.
2.05.Termination of Membership. Membership is presumed to be continuous. Non-payment of dues for a period of three (3) years will be considered as equivalent to resignation from the Academy.
2.06.Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid
2.07.Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds (2/3rds) of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
2.08.Transfer of Membership. Membership in this corporation is not transferable or assignable.
ARTICLE 3: MEETINGS OF THE MEMBERSHIP OF THE ACADEMY
3.01.Annual Meeting. The regular annual meeting of the Academy shall be held on the second Monday of June each year at a time and place to be designated by the Board of Directors’ or such other time and place as the Board of Directors may designate.
3.02.Special Meeting. Special membership meetings of the Academy may be called by the President, the Board of Directors, or upon the written petition of one-third (1/3rd) of the total active membership. Notice of such special meeting shall be mailed by the Secretary to the entire active membership no less than twenty (20) days in advance nor more than fifty (50) days before the date of such meeting.
3.03.Quorum. At the business meetings of the Academy, one-third (1/3rd) of the active members present shall constitute a quorum. A majority vote of those present shall constitute the act of the membership.
3.04.Place of Meeting. The Board of Directors may designate any place within the continental limits of the United States for any annual meeting or for any special meeting called. In choosing a locale for the annual meetings, the Board of Directors will keep in mind the Academy’s mission and the requirements of evangelical simplicity.
3.05.Notice of Meetings. Written or printed notice stating the place, day, and hour of any meetings of the membership shall be delivered either personally or by mail to each member entitled to vote at such meeting not less than twenty (20) nor more than fifty (50) days before the date of such meeting by or at the direction of the President, Secretary, or the persons calling the meeting. In the case of a special meeting or when required by statute or the bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Academy, with postage thereon prepaid.
3.06.Election of Directors. Active members alone shall be eligible to vote and hold office. Election to office shall be by a simple majority vote of those present at the annual business meeting. The offices shall be elected for a term of one year. The President-Elect shall automatically succeed the President and the Vice President shall automatically succeed the President-Elect. The retiring president shall automatically become a member of the Board of Directors for a one-year term. Annually two other members shall be elected to the Board of Directors for a term of two years. In the event that the President-Elect or Vice President of the retiring president are unable or unwilling to succeed to the offices indicated above, another member shall be elected in their stead.
ARTICLE 4: BOARD OF DIRECTORS
4.01.General Powers. The affairs of the corporation shall be managed by its Board of Directors. Directors of the corporation in order to qualify to be a Director shall be an active member of the corporation but need not be a resident of Texas.
4.02.Number, Tenure and Qualifications. The number of Directors shall be no less than one (1) nor more than ten (10) . The Board of Directors shall consist of the President, President-Elect, the Vice President, the Secretary, the Treasurer, the Past President and five (5) other Directors elected for a term of two (2) years or until his successor shall be elected and qualified. However, at the first annual meeting of the Academy four (4) of the Directors shall be elected for a term of one (1) year and the remaining Directors shall be elected for a term of two (2) years. Initially, a Director elected for a one-year term may be re-elected for two (2) additional consecutive two-year terms. Thereafter, membership of the Board of the Directors shall be limited to two (2) two-year terms, or a total of four (4) consecutive years. A former Director may be elected to serve an additional term after one year’s absence from the Board of Directors.
4.02.01 The editor-in-chief of the Journal of Hispanic/Latino Theology shall be an ex-officio non-elected voting member of the Board of Directors. The editor shall be elected to a five-year term (renewable) by the Board of Directors. The editor-in-chief of the JHLT shall not otherwise be elected an officer or a member at large of the Board of Directors during his or her tenure as editor-in-chief.
4.03.Meetings. The Board of Directors shall meet in person or through other appropriate conferencing technology for the transaction of business semiannually. Provided, however, the Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holdings of additional meetings of the Board without other notice than such resolution.
4.04.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 request that the meeting be held through an appropriate conferencing technology or may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.
4.05.Notice. Notice of any special meeting of the Board of Directors shall be given at least twenty (20) 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. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is 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 waive transaction of any business because the meeting is not lawfully called or conveyed. 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 by these Bylaws.
4.06.Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; provided that the majority of the members of the board (including both directors and officers) be present, one of them being the president or the president-elect.
4.07.Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
4.08.Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by a two-thirds (2/3rds) majority vote of the Board of Directors. A Director elected to fill a vacancy shall be elected for the expired term of his predecessor in office.
4.09.Compensation. Directors and members or committees may receive such compensation, if any, for their service, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.
4.10.Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors, or if a telephonic meeting is held in which all Directors participating in the meeting can hear each other.
4.11.Removal. Any director elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Director so removed.
ARTICLE 5: OFFICERS
5.01.Officers. The officers of the corporation shall be a President, President-Elect, Vice President, a Secretary, and a Treasurer. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary.
5.02.Election and Term of Office. The officers except for the President and President-Elect of the corporation shall be elected annually by the active membership at the regular annual meeting of the Membership. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Membership. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
5.03.Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
5.04.Vacancies. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by a two-thirds (2/3rds) majority vote or the Board of Directors for the unexpired portion of the term.
5.05.President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deed, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
5.06.President-Elect. President-Elect, in the absence of the President or in the event of inability or refusal to act, the President-Elect shall perform 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 President-Elect shall perform such other duties as from time to time may be assigned to him by the President of the Board of Directors. The President-Elect shall automatically succeed to the office of the President at the succeeding regular annual meeting and shall serve until the following regular annual meeting.
5.07.Vice President. The Vice President shall serve as Chair of the Annual Meeting and Colloquium two years from the date of election and shall perform other duties as from time to time may be assigned to her or him by the President or the Board of Directors. The Vice-President shall act as President-Elect of the Academy in the absence of the President-Elect and be prepared to represent the Academy in the absence of the both the President and the President-Elect. The Vice President shall automatically succeed to the office of the President-Elect at the succeeding regular annual meeting and shall serve until the following regular annual meeting.
5.08.Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties, as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 7 of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
5.09.Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records in accordance with the provisions of these Bylaws; keep a register of the post office address of each-member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
5.10.Executive Secretary. For the proper conduct of the business of the Academy and for the better achievement of its stated purposes, the Board of Directors may appoint an Executive Secretary. The Executive Secretary may attend the meetings of the Board of Directors but shall have no right to vote in this capacity.
ARTICLE 6: COMMITTEES
6.01.Nominations Committee. The President shall annually appoint a Committee on Nominations, which shall consist of three active members. This committee shall make nominations for all the elective officers and directors of the Academy as provided in the Constitution and Bylaws.
6.02.Admissions Committee. The President shall appoint a Committee on Admissions to consist of three active members of the Academy, who are not members of the Board of Directors, except the Secretary of the Academy, who shall be an ex officio member of this committee. This committee shall examine the credentials of those applying for active and associate membership and recommend those who qualify to the vote of the membership at the annual business meeting.
6.03.Award Committee. The President, with the approval of the Board of Directors, shall appoint annually a special Award Committee of three members, of whom at least one shall be an active member, to invite and consider nominees for the Virgilio Elizondo Award for distinguished achievement in theology, in keeping with the mission of the Academy. The committee will also invite and consider nominees for the ACHTUS award for institutional contributions to theology in keeping with the mission of the Academy. The Awards Committee will submit a list of nominees, including a rationale for each nominee, to the Board of Directors, which shall then determine the recipients of the awards. The Awards Committee will submit in confidentiality to the Board the list of nominees along with no more than two names(s) recommended by the committee for each award. The recommendation should detail the qualifications of the recommended candidates in light of the above criteria. The Board of Directors shall then determine the recipient of each award.
6.04.Scholarship Fund Committee. The Board of Directors shall appoint the ACHTUS Scholarship Fund Committee to raise funds to assist Hispanics to further their theological education, specifically those working toward an advanced theological degree.
6.05.Resource Committee. The President shall appoint a Resource Committee to develop a center, which will gather pertinent resource material.
6.06.Resolutions Committee. The President shall appoint a Resolutions Committee, which shall consist of at least three active members of the Academy. The vice-president shall chair the committee.
6.07.Other Committees. The President shall appoint such committees as the general welfare of the Academy demands. These committees, with the exception of the Committee on Nominations, shall be at all times responsible to the Board of Directors.
6.08.Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
6.09.Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
6. 10.Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
6.11.Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
6.12.Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE 7: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
7.01.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 Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
7.02.Checks and Drafts. 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. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or the Vice President of the corporation.
7.03.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.
7.04.Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE 8: CERTIFICATE OF MEMBERSHIP
1.The rules contained in the current edition of Robert’s Rules of Order, Revised shall govern the Academy in all cases to which they are applicable, and in which they are not inconsistent with the Constitution or Bylaws of this Academy. The Board of Directors may appoint a Parliamentarian.
2.Resolutions to be proposed for adoption by the Academy shall usually be transmitted to the Committee on Resolutions.
a) Any member of the Academy can transmit to the Committee a proposed resolution. The resolution should be accompanied by a clear account of the facts of the matter and by an explanation of the reasons for its adoption. It shall be received by the Chairperson of the Committee at least fifteen (15) days before the beginning of the annual meeting of the Academy and shall be considered by the Committee before the business meeting of the annual meeting of the Academy. If the Committee approves the resolution, it will be placed on the agenda.
b) Any proposed resolution which has not been approved by the Committee or any other resolution from a member can be placed on the agenda, if its being so placed is approved by a one-third (1/3rd) affirmative vote of those active members of the Academy present and voting at the business meeting. The motion to put the proposed resolution on the agenda shall be non-debatable.
ARTICLE 10: 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 registered or principle office of the corporation 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 vote or attorney for any proper purpose at any reasonable time. The fiscal year of the Academy shall end on the 31st day of December of each year.
ARTICLE 11: PUBLICATIONS
1.As the occasion warrants, the Board of Directors shall determine whether publications are necessary or desirable to achieve the purposes of the Academy.
2.Presentations for the annual meetings shall be published and distributed by the Publications Committee to all members of the Academy subject to the Board of Directors.
ARTICLE 12: WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Texas Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or by the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 13: AMENDMENTS
These Bylaws may be amended by vote of the majority of the active members present and voting at any business meeting, provided that the proposed amendment was included in the call to the meeting, or was submitted at the previous annual meeting, or is recommended by a two thirds (2/3rds) vote of the Board of Directors. Notice of such proposed amendment, with a copy thereof, shall be mailed to the entire active membership of the Academy not less than thirty (30) days nor more than fifty (50) days in advance of the meeting. All proposed amendments must follow the same procedures as all proposed resolutions, except those amendments proposed by the Board of Directors.