The Bylaws of The C.S. Lewis and Inklings Society
I. Title and Purpose
1. The name of this organization shall be the C.S. Lewis and Inklings Society.
2. The purpose of the Society shall be the advancement of scholarship, teaching, writing, and other professional activities, related to the life and works of these authors. In addition, the annual meetings have the purpose of bringing together ‘Mere Christians’ and others who have an affinity for these authors’ writings.

II. Home Office
1. The home office of the Society is Oklahoma City University located at 2501 N. Blackwelder, Oklahoma City, OK 73112.
2. The Executive Board of the Society is authorized to change the home office and main address from one location to another.
3. The official records of the Society shall be kept at the home office. These records shall include proceedings of the Executive Board, records of all elections held by the Society, these Bylaws, and other materials specified by law. These records shall be kept open to the inspection of all members of the Society.

III. Membership
1. Members shall be individuals who pay dues as prescribed by these Bylaws. They shall have the right to vote on issues presented to the membership and to elect the Executive Board.
2. Individual dues shall be determined annually by the Executive Board.
3. Especially deserving members who have been supporters or leaders in the Society may be granted honorary memberships by the Executive Board, requiring no payment of dues. Honorary members will be announced at the annual Business Meeting.
4. A list of the members of the Society in good standing shall be maintained by the Secretary of the Society and shall be available to any member upon request to the Secretary.

IV. Executive Board
1. The Executive Board of the Society shall consist of no fewer than five (5) nor more than nine (9) members, elected by the members of the Society as provided by these Bylaws.
2. Members of the Executive Board shall hold office for one year, but any individual may be re-elected for multiple terms.
3. Nominations for election to the Executive Board shall be made by a Nominating Committee. The Nominating Committee, which shall consist of at least three (3) members, only one of whom may be an officer or member of the Executive Board, shall be appointed by the Executive Board at least 60 days prior to the annual meeting of the members of the Society.
4. Nominations for election to the Executive Board may also be presented from the floor at the meeting of the members when the election occurs. Nominated candidates shall be members of the Society in good standing, supporters of the Society and its affairs, and regular attendees of all meeting of the Society.
5. Regular meetings of the Executive Board shall be held at such times and places as have been established by the Executive Board and published to all members of the Executive Board.
6. The Executive Board shall elect the Executive Officers and shall also designate honorary members of the Society.
7. A quorum for all meetings of the Executive Board shall consist of a majority of the members of the Executive Board.
8. If a vacancy arises on the Executive Board by reason of death, resignation, retirement, disqualification or removal, the Board may by majority vote elect a person to fill such vacancy, and such person shall hold office during the full unexpired term of the member to whose position such person is elected.

V. Executive Officers
1. The Executive Officers of the Society shall be: a President, a Vice President, a Secretary, a Treasurer, and a Chair of the Executive Board. The officers may be elected from the members of the Executive Board.
2. The President shall have general supervision and direction of the affairs of the Society, subject to the authority of the Executive Board. The President will preside over the meetings and will work with the Executive Board to set meeting/event dates. The President shall represent the Society at all conferences.
3. In the absence or disability of the President, the Vice President shall perform the duties and exercises the powers of the President, and shall perform such other duties as the Executive Board shall prescribe. The Vice President may take over the duties of the President at any time the President resigns before the term limit is over.
4. The Secretary shall be subject to the supervision of the President. The Secretary shall attend all meetings of the Board and shall keep a detailed record of all business transacted or action taken. The Secretary shall further have charge of such books, documents and papers as the Board may determine. The Secretary will keep all records, minutes, and attendance records. The Secretary will also be responsible for all correspondence, written and electronic, for the Society.
5. The Treasurer shall be subject to the supervision of the President. The Treasurer shall have general supervision and direction of the financial and accounting affairs of the Society. He/She shall keep regular books of account which shall be open at all time to any member of the Executive Board. The Treasurer’s duty is to collect dues and other payments from the members. The society will make funds available, if the budget allows, for academic projects, like publishing the society’s annual proceedings or an anthology of selected papers presented at the CSLIS. Requests for these funds shall be made in writing and shall go to the Executive Board for approval. With agreement of the majority of the Board, he/she may disburse amounts for the Society’s professional expenses. When and if authorized by the Board and at amounts determined by the Board, the Treasurer shall also dispense monetary awards for the best undergraduate and best faculty/non-student paper presented at the annual conference, as determined by a committee of three jurors from the Executive Board Members. (The Board may require the papers to be considered for this award to be submitted to the committee of jurors by a designated time before the Convention.)
6. The Chair of the Executive Board shall run the annual business meetings of the Executive Board and preside over the meetings, set the agenda, moderate the discussion, and call for a vote if necessary.
7. In addition to the foregoing specially enumerated powers, the several officers of the Society shall perform and exercise such other duties as may be prescribed by the Executive Board, or may be imposed on them by law.
8. If a vacancy arises in any of the offices by reason of death, resignation, retirement, disqualification or removal, the Board may by majority vote elect a person to fill such vacancy, and such person shall hold office during the full unexpired term of the officer to whose position such a person is elected.
9. The President, Vice President, Secretary, Treasurer or any other officer of the Society, may be removed with or without cause by majority vote of the members of the Executive Board at any meeting of the Executive Board.
10. The four elected officers of the Society shall serve for one year but can serve multiple terms. The Executive officers shall submit a written report of their activities to the members of the society at each annual meeting.

VI. Meetings of Members
1. An annual meeting of the members, for the election of the Executive Board and the transaction of such other business as may properly come before the meeting, shall be held each year in spring on such date and at such time and place as the Executive Board shall determine. The annual meeting of the members shall be held during the Society’s annual conference if at all possible. The Executive Board shall cause notice of each annual meeting to be delivered to each member in good standing at the address shown in the Society’s records at least 60 days prior to the date of such meeting.
2. Local arrangements for the annual meeting shall be the responsibility of a local committee of the host institution acting in consultation with appropriate officers.
3. Special meeting of the members may be called at any time by the Executive Board. Members shall be notified of any special meeting by delivery of a notice setting forth the time, date, place, and business to be transacted at such meeting to the members’ address shown in the Society’s records at least 60 days prior to the date of such meeting.
4. A quorum for the transaction of business at any meeting of members shall be one-third of the members of the Society present in person or by proxy.
5. At any meeting a member may vote by proxy delivered to the secretary of the Society prior to the date of the meeting.
6. All matters shall be decided by a majority of votes cast except as otherwise provided in the bylaws or by law.

VII. Local Chapters
The national C.S. Lewis and Inklings Society has the power to recognize local chapters. Local chapters must be affiliated with one or more colleges or universities. Only recognized chapters are permitted to be called “Chapters of The C.S. Lewis and Inkling Society.” Each local chapter shall notify the national C.S.L.I.S. (currently at Oklahoma City University) of a contact person for the local chapter. Each local chapter shall abide by the bylaws and the mission of the national Society, and shall elect its own executive board members and officers. Members of local chapters shall become members of the national CSLIS upon payment of dues equal to $10.00 for students and university retirees and $20.00 for faculty and staff. Each chapter shall set its own dues for chapter membership. Each chapter secretary shall report on the chapter’s activities annually to the secretary of the national Society. The report must be received by the secretary before the date of the annual conference of the Society which is usually in spring. The local chapter members should promote the mission statement of the CSLIS.

VIII. Liabilities
1. No member of the society shall be liable to its creditors for any indebtedness or any other liability, and all creditors shall look only to the assets of the society for payment.
2. The Society shall have the power to indemnify all its officers and members pursuant to the fullest extent then permitted by the laws of the State of Oklahoma including, without limitation, the provision of 18 Okla. State. Section 1031 (1991), or its successor statue, so long as such provisions provide for indemnity at least as broad as that permitted as of the date hereof.

IX. Amendments
1. These bylaws may be amended by a majority vote of the Executive Board and the affirmative vote of two-thirds of the members of the Society.

X. Dissolution
1. The Society may be dissolved by a vote of two-thirds of the members in good standing of the Society.

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