CONSTITUTION 1. PREAMBLE The International Napoleonic Society, organized under the authority of the government of Canada, and headquartered in Montreal, Quebec, was founded by the noted Napoleonic historian and philanthropist, Dr. Ben Weider, in 1995. 2. OBJECTIVES The Objectives of the Society are to promote a better understanding of the Napoleonic Era (1769-1821) and to encourage education in areas which have been neglected or where research has become complacent. To accomplish this, the Society will encourage public education by the promotion of lectures, tours, exhibitions and the endowment of chairs at academic institutions. The Society will encourage original research on all matters related to the period by the granting of awards, stipends, prizes and scholarships. 3. MEMBERSHIP (a). The Society shall consist of Fellows, Corresponding Fellows and Members. The Fellowships will be in two categories, those granted by the Council, and those granted by the President. (b). Upon application supported by the recommendation of two Fellows of the Society, the Council may grant the status of Fellow to those members who publish an original learned book, paper, article or some other work which, in the opinion of the Council, has academic merit or contributes to the betterment of the Society and the furthering of its Objectives. (c). Upon appointment by the President, Fellowship may be granted to any person who, in the considered opinion of the President of the Society, has by relevant activity significantly contributed to the betterment of the Society and the furthering of its Objectives. (d). Corresponding Fellowship status may be granted by the Council to persons of distinguished scholarship anywhere in the world. This status confers recognition by the Society for the efforts of these persons pertaining to the Napoleonic era, but carries with it no obligation for membership in the Society. (e). Membership may be granted by application and submission of the annual subscription fee to the Council. The Council may reject any application without explanation by returning the application and subscription fee. (f). Every Fellow and Member, on acceptance by the Council, shall receive a certificate from the Society, a membership card, and the journal of the Society. (g). If the conduct of any Fellow, Member, or elected officer shall be found by the Council to be inconsistent with membership in the Society or the Council, or with the office held, the Council may remove that person from membership or office, and may revoke all benefits and responsibilities pertaining thereunto. (h). Voting privileges in the Society are strictly limited to Fellows, Councillors and Officers. Members do not have any voting rights per se but may, at the pleasure of the President, speak to an issue placed before the Fellowship or Council for deliberation. 4. THE COUNCIL (a). The Council shall consist of the President, the Executive Vice President, the Vice Presidents, Secretary, Treasurer, and Councillors. The number of Councillors and their method of selection shall be in accordance with the direction of the Council. (b). All meetings of the Council shall be conducted in accordance with democratic principles. (c). The Council shall have final determination over the papers, lectures, addresses or exhibitions to be presented at the Society's meetings or sponsored events, or published in any publication of the Society. Nothing shall be purported to be authorized by the Society without the authority of the President and the Council. 5. THE OFFICERS (a). The President, Executive Vice President, Vice Presidents, Secretary and Treasurer shall be responsible for the daily operating procedures of the Society and shall exercise such additional responsibility as described in the by-laws. (b). The President may appoint Committees of limited duration to accomplish specific tasks, or Standing Committees to provide an ongoing function. Size, membership and tenure on such Committees are at the discretion of the President, who will be an ex officio member of all Committees. (c). The Secretary shall maintain an accurate record of all meetings of the Council and the Fellowship, and shall produce such records at the request of any Fellow, Councillor or Officer. (d). The Treasurer shall maintain an accurate representation of the financial condition of the Society and shall produce such representation at the request of any Fellow, Councillor or Officer. 6. FINANCE (a). The annual subscription fee shall be determined by the Council. (b). Monies received by the Society shall be placed in the custody of the Treasurer, who will ensure their proper recording, investment and safekeeping. (c). The Council shall approve all major expenditures of the Society (except such day-to-day operating authority as granted to the officers under the by-laws). (d). The accounts of the Society shall from time to time be examined by the Council. The Council and the President shall appoint an Audit Board to review the accounts according to a method described in the by-laws. 7. MEETINGS (a). There shall be an Annual Meeting of the Fellows and Members to be held on a date and at a location to be specified by the Council. This meeting shall include an annual report to the Fellows by the President, Secretary and Treasurer, the filling of vacancies on the Council and in Officer positions, as well as any other business legitimately placed before the Fellows in accordance with the by-laws. (b). Special meetings of the Council may be called by the President of the Council whenever the situation warrants. The President is specifically authorized to conduct such special meeting by electronic communication network to members who cannot be present. Votes by the granting of a Proxy to another person who is a member of the Council are specifically authorized should electronic communications be impossible. 8. BY-LAWS (a). The Council may pass and implement by-laws in order to govern the Society. Until such time as by-laws have been enacted, the President and Founder of the Society, Dr. Ben Weider, may draft and implement such by-laws as are deemed necessary for the well-being of the Society. (b). Prior to the enactment of by-laws by the Council, the President and Founder, Dr. Ben Weider, shall also select and appoint such Officers and Councillors as he deems necessary for the well-being of the Society. Subsequent election of Officers and Councillors shall be made in accordance with the by-laws. 9. AMENDMENTS This Constitution may be amended by a two-thirds majority of the Fellows at the Annual Meeting, provided that there has been a 60-day notice of the proposed change to the Constitution sent to all Fellows of the Society. 10. PRIORITY The Constitution of the International Napoleonic Society takes precedence over any By-laws, Rules, Procedures, or Resolutions of the International Napoleonic Society. No By-law, Rule, Procedure, or Resolution which is in conflict with the Constitution is valid. |