Article I. General
The Thomas Wolfe Society is a corporation originally chartered under the laws of the State of Indiana and re-chartered in the State of North Carolina effective 1 January 2001 for reasons of convenience as part of a revision of the corporate documents. The purpose of the revision is to update the corporate documents consistent with current practices and needs of the corporation, mindful of the original purpose preserved in the first paragraph of Article 8 of the Articles of Incorporation and the accomplishments of this Society.
Article II. Members
Section 1. The corporation shall have two classes of members as follows:
(i) Regular Members who are admitted to membership by application or renewal for a calendar year upon payment of the applicable annual dues prescribed by the Board of Directors; and
(ii) Life Members who are granted membership for the member’s lifetime upon payment of a fee for lifetime membership as prescribed by the Board of Directors, or who are approved for lifetime membership by resolution of the Board of Directors by reason of special contribution or service to the corporation or Wolfe studies.
Members of each class are entitled to one vote per membership without distinction and one membership may be held jointly by two or more persons, in which case the vote of such membership shall be prorated as provided by law.
The initial membership shall consist of the members certified by the Membership Clerk of The Thomas Wolfe Society, Inc., as previously incorporated in the State of Indiana as of 31 December 2000.
Section 2. Membership terminates upon the death of the member, nonrenewal of a regular membership, or upon expulsion only upon affirmative vote of seventy-five percent (75%) of the members voting at a meeting to consider expulsion.
Section 3. Membership records shall be maintained and certified by the Membership Clerk who is vested with authority to continue any regular membership for a period not to exceed one year in anticipation of forthcoming renewal and who is further authorized to admit a new member joining after 1 July in any calendar year to the emoluments of membership remaining in that calendar year and to apply the dues received towards membership in the succeeding year, all in the discretion of the Membership Clerk.
Section 4. There shall be an annual meeting of the membership at a place approved by the Board of Directors which may be changed by the President or Vice President by reason of exigent circumstances. Notice of the annual meeting shall be mailed to each member on the list maintained by the Membership Clerk at least thirty (30) days prior to the annual meeting.
Section 5. A special meeting of the membership may be called by any five (5) Directors or by any two (2) officers in the manner provided by law.
Article III. Directors
Section 1. The Voting Directors shall include (i) fifteen (15) persons being eleven persons elected by the membership for a term of three (3) years each, in staggered terms according to the rotation indicated by the term expirations hereinafter designated, together with the President, Vice President, Secretary, and Treasurer who shall serve as ex officio members of the Board of Directors during their tenure in office and (ii) the class of members consisting of all the former Officers of the Corporation, the Editor of The Thomas Wolfe Review, and the Archivist of the Corporation so distinguished in The Thomas Wolfe Society, Inc., as previously incorporated in the State of Indiana as of 31 December 2000 and this corporation thereafter, and such other persons as may be elected by resolution of the Membership of the Corporation. The President shall chair the Board of Directors.
Section 2. Voting Directors who are elected shall be selected by the membership at a regular meeting. Each member shall have one vote for each position to be filled and shall chose members from a slate submitted from the nominating committee with the addition of any persons added by nomination from the floor upon motion and second. Cumulative voting is not allowed and only members shall be considered for nomination. A Voting Director who is elected may not serve more than two (2) successive terms as an elected Director.
Any vacancy occurring in the class of elected Voting Directors occurring for any reason except expiration of the term may be filled by any member selected by resolution of the Board of Directors for the remainder of the un-expired term.
Section 3. The initial Board of Directors shall consist of the following persons who shall serve until their respective terms expire or until a successor has been elected:
Name Term Expires
Robert G. Anthony, Jr. 6/30/2001
J. Todd Bailey 6/30/2002
John Bassett 6/30/2003
Douglas Brinkley 6/30/2001
James W. Clark, Jr. 6/30/2002
John L. Idol 6/30/2003
Joanne Marshall Mauldin 6/30/2001
Ted Mitchell 6/30/2002
Clara Stites 6/30/2003
David Strange 6/30/2001
Harold Woodell 6/30/2002
as well as the incumbent President, Vice President, Secretary, and Treasurer of The Thomas Wolfe Society, Inc., as previously incorporated in the State of Indiana as of 31 December 2000 and the class of members consisting of all former Officers of the Corporation, the Editor of The Thomas Wolfe Review, and the Archivist of the Corporation so distinguished in The Thomas Wolfe Society, Inc., as previously incorporated in the State of Indiana as of 31 December 2000.
Section 4. There shall be a class of Non-Voting Directors consisting of Honorary Directors, being members elected from time to time upon resolution of the Board of Directors. The initial Honorary Directors shall consist of those persons so distinguished in The Thomas Wolfe Society, Inc., as previously incorporated in the State of Indiana as of 31 December 2000.
Section 5. Only voting Directors are entitled to Notice of a meeting of the Board of Directors which shall be given as prescribed by law, except Written Notice of any regular meeting of the Board of Directors shall be given to each Non-Voting Director at least thirty (30) days prior to such meeting unless the Notice to the Membership and the Agenda therein is sufficient to provide Notice.
The Regular Meeting of the Board of Directors shall be held in conjunction or association with the Annual Meeting of the Membership.
Article IV. Officers
Section 1. The Corporation shall have a President who shall be selected by the Board of Directors for a two year term. In addition to other duties required by law or these bylaws, the President shall preside at all meetings of the members of the Corporation and shall possess and may exercise general executive and supervisory authority over the Corporation’s affairs, other officers, and the employees and designate a person to serve as Liaison to the ALA. The President shall perform all duties incident to the office of the President and such other duties as the Voting Directors may assign.
Section 2. The Corporation shall have a Vice President who shall be selected by the Board of Directors for a two year term. The Vice President shall perform all duties of the President in absence of the President as representative of the President, and, in addition, shall automatically succeed to the Office of the President for the remainder of the term upon the death, disability, resignation or removal of the President.
Section 3. The Corporation shall have a Secretary who shall be selected by the Board of Directors for a two year term. The Secretary shall be the custodian of the papers, books, and records of the Corporation, except as those matters are the responsibility of the Membership Clerk or Archivist. The Secretary shall prepare and enter in the minute book the minutes of all meetings of the members and directors and shall perform such other duties as Voting Directors or President may specify.
Section 4. The Corporation shall have a Treasurer who shall be selected by the Board of Directors for a two year term. The Treasurer shall be responsible for the fiscal affairs of the corporation as provided in Article V.
Section 5. The Board of Directors may appoint a Membership Clerk to serve at its pleasure for the purposes of maintaining membership lists, collecting dues, and such other duties incident thereto as the Voting Directors or President may specify.
Section 6. The Board of Directors may appoint an Archivist to serve at its pleasure for the purpose of maintaining and safekeeping documents and memorabilia designated for retention as Archives.
Section 7. The Offices created in the preceding Sections of this Article shall initially be filled by those persons holding the corresponding office in The Thomas Wolfe Society, Inc., as previously incorporated in the State of Indiana as of 31 December 2000. The Officers serving in the offices created in Sections 1, 2, 3, and 4 of this Article shall serve until the regular meeting of the Board of Directors in 2001, or until a successor is elected.
Section 8. The Offices created in the Section 1, 2, 3, and 4 of this Article shall be filled by selection of the Board of Directors from a slate of one or more persons recommended for office by the nominating committee. Any Member may be considered recommended for office by the nominating committee and upon election of any elected Voting Member of the Board of Directors to Office, the position of that Director shall be deemed vacant. No person shall serve in the office of President or the Office of Vice President for more than one full two year term in succession.
Section 9. Officers shall serve without compensation.
Article V. Fiscal Affairs
Unless otherwise directed by resolution of the Board of Directors, the Treasurer shall be responsible for the maintenance, investment, and expenditure of all Society funds, and shall maintain funds in accounts under the supervision of the Treasurer or such other Society Members as the Treasurer may authorize.
The Treasurer shall, at least annually, provide a written report to the Board of Directors of Receipts, Expenditures, and balance of Funds Held as of the close of the previous fiscal year.
The fiscal year of the Corporation shall be a calendar year.
Article VI. Committees
Section 1. The Thomas Wolfe Review shall be edited by a Member selected by the Board of Directors to serve at its pleasure. The Editor shall select a board of consulting editors of at least 6 persons to select articles for publication upon blind peer approval of at least two members of the board of consulting editors. Any rejected article may nonetheless be published if subsequently approved by the Editor and at least half of the board of consulting editors. Subject to the fiscal supervision of the Treasurer, the Editor shall select the staff and direct all operations of The Thomas Wolfe Review.
Section 2. Proceedings of the annual meeting and other pertinent information may be published under the editorship of a member who serves at the pleasure of the Board of Directors, initially, that person shall be the Membership Clerk.
Section 3. The Corporation shall have any Standing Committees hereafter established by the Board of Directors as well as any Ad Hoc Committees established by the President for a particular purpose with a limited time duration.
The Following Are the Initial Standing Committees of the Corporation:
(i) Annual Meeting Committee, which shall be chaired by the Vice President and such persons as the Vice President may select to assist with local arrangements;
(ii) The Publications Committee, which shall be chaired by a Member chosen by the Board of Directors to serve at its pleasure. The Chair shall select two or more Members to serve on the Publications Committee.
(iii) The Gitlin Prize Committee, which shall consist of three or more members to determine the award of the Gitlin Prize.
(iv) The Wisdom Grant Committee, which shall consist of three or more members to determine the award of the Wisdom Grant.
(v) The Student Prize Committee, which shall consist of three or more members to determine the award of the Student Prize which shall be published in The Thomas Wolfe Review within one year of award without subjection to peer review.
(vi) The Nominating Committee, which shall consist of three or more members to recommend candidates for the Board of Directors or office in the Society as provided in these Articles.
Except as herein provided to the contrary, all committee members, and chair designates, serve at the pleasure of the President upon appointment of the President during the tenure of the President.
Section 4. All incumbent Committee Members of The Thomas Wolfe Society, Inc., previously incorporated in the State of Indiana as of 31 December 2000 shall continue in service, subject to this Article.
Article VII. Contract and Obligations
Section 1. Except as incident to general supervisory authority limited to the time of tenure in office, no officer or committee member shall have authority to execute any contact or otherwise obligate the Corporation without authorization of the Board of Directors.
Section 2. Notwithstanding the general supervisory authority referenced in the preceding subsection, no contact creating an obligation or credit payable in funds of the Society in an amount of excess of $5,000.00 may be executed without the approval of at least one other officer.
Article VIII. Amendment
Section 1. These Bylaws may be amended in whole or in part by two-thirds (2/3) majority of the Membership at any meeting at which a quorum is present.
IN WITNESS WHEREOF, the foregoing are adopted as the initial bylaws of the Corporation by the incorporator, this 1 January 2001, upon direction and authority of the Membership of The Thomas Wolfe Society, Inc., as previously incorporated under the laws of the State of Indiana.
Signed Alice R. Cotten, Incorporator,
Secretary, Thomas Wolfe Society