1. Once in each calendar year an Annual Meeting of the members of the Society shall be held in New York, New York, on the Friday immediately following the fourth Thursday of January, or at such other place and time as may be called by the President of the Society on at least ten days’ notice to its members with the approval of at least four members of the Council. The Annual Meeting shall be held for the purpose of electing the Officers of the Society and the other members of its Council, and for the transaction of any other appropriate business, whether or not notice thereof has been given.

2. Special meetings of the members of the Society may be called by the President at any place and time on at least ten days’ notice with the approval of at least four members of the Council. The business of any such special meetings shall be limited to the subjects specified in the notice thereof.

3. One hundred members of the Society in good standing shall constitute a quorum either for the Annual Meeting or for a special meeting of the Society. Unless otherwise required by these By-Laws or by law, any matters brought before the Annual Meeting or any special meeting may be decided by a majority vote of those members of the Society participating. In order to vote, an institution or other corporate body which is a member of the Society shall designate one individual in writing in advance to vote as its proxy at any meeting of the Society, but no other members may vote by proxy.

1. The Society shall be governed and its affairs managed by a Council consisting of sixteen persons elected by the members of the Society as hereinafter provided, who together shall constitute its board of directors and its trustees. The Council shall have control and management of the funds of the Society, shall conduct its business and take general care of its interests, shall report to the Society from time to time on the major activities of the Council, shall possess all the powers and exercise all the functions of the Society as may be authorized by law, and may adopt such By-Laws for the Society as are permitted by law and may, whenever it is deemed necessary, amend the same.

2. Meetings of the Council may be called by the President, or by the Secretary at the direction of at least four members of the Council, on not less than ten days’ notice, at such place and time as may be directed in such notice.

3. A majority of the members of the Council then in office shall constitute a quorum for all meetings of the Council. Unless otherwise required by these By-Laws or by law, any matters brought before the Council may be decided by a majority vote of those members of the Council participating. However, the adoption, amendment, or repeal by the Council of any of the By-Laws of the Society shall require the affirmative vote of at least two thirds of the members of the Council then in office following prior notice at least ten days in advance of the By-Laws which it is proposed to adopt, amend, or repeal. The powers of the Council may, when it is deemed necessary, be exercised by a unanimous written consent or vote taken by mail or by telephone if later confirmed by mail.

1. The Council of the Society shall consist of three Classes of four members each, together with the four elected Officers of the Society, as hereinafter defined.

2. Each year at the Annual Meeting of the Society four members of the Council, together constituting one of the three Classes thereof, shall be elected by the membership from among four or more nominees presented by a Nominating Committee or by prior written petition bearing signatures of not fewer than twenty-five members in good standing. The four members so elected as a Class of the Council shall each serve for a term of three years or until their respective successors shall have been duly elected and qualified. No person shall be eligible for election to a Class of the Council if he shall already have served as a member of any of the three Classes of the Council during all six of the six consecutive years immediately preceding the Annual Meeting at which the election is being held, although neither service as an Officer of the Society, as hereinafter defined, nor prior service on the Council in years earlier than the immediately preceding six years nor membership in any of the Classes of the Council for less than that entire six-year period shall bar any person from such election to a Class of the Council at that same Annual Meeting.

3. In addition, the four elected Officers of the Society shall also be members of the Council, each to serve for the duration of his tenure in his elected office. All sixteen members of the Council, including the four elected Officers, shall have an equal vote upon matters brought before the Council.

4. A vacancy on the Council caused by the death, permanent incapacity, or resignation of a member may be filled, for the unexpired term thus vacated, by vote of the Council upon the recommendation of the President. Upon the death, permanent incapacity or resignation of the President, the Vice President shall succeed to the office of President for the unexpired term thus vacated, but the successor to any other office so vacated shall be designated by vote of the Council. However, if the Council deems it appropriate to do so in a particular case, any such vacancy other than in the office of President may be left vacant until the next succeeding Annual Meeting of the Society, at which time a successor to fill such vacancy may be elected by the membership, for a period equal to the remainder of the unexpired term, from among one or more nominees presented by the Nominating Committee for that special purpose in the manner aforesaid.

1. The Officers of the Society shall be a President, a Vice President, a Secretary, and a Treasurer, all four of whom together shall be elected by the members of the Society at an Annual Meeting thereof from among four or more nominees presented by a Nominating Committee or by prior written petition bearing signatures of not fewer than twenty-five members in good standing. The four Officers so elected shall each serve for a term of two years or until their respective successors shall have been duly elected and qualified, and they shall assume their respective offices immediately after the Annual Meeting at which they were elected. No person shall be elected to the office of President, Vice President, or Secretary for more than two terms in succession, although he shall thereafter be eligible for election to a Class of the Council, as aforesaid, or to another office. A person may hold the office of Treasurer for more than two terms in succession and shall thereafter be eligible for election to a Class of the Council, as aforesaid, or to another office. No person may be both an Officer of the Society and a member of one of the three Classes of its Council at the same time, but a member of a Council Class may resign from such position in order to be eligible to stand for election by the membership to be an Officer of the Society, and vice versa.

2. The Officers of the Society shall have the duties and perform the functions customarily assigned to such officers in similar organizations, with such others as may from time to time be prescribed by these By-Laws or by the Council.

3. Without limiting the foregoing, the President, or in his absence the Vice President, shall report to each Annual Meeting upon the state of the Society and shall preside at its meetings and at those of the Council.

4. The Secretary shall serve as the recording secretary of all meetings of the Society and of the Council, keeping a permanent record thereof and filing the same with the office of the Executive Secretary, who is hereinafter defined.

5. The Treasurer shall have full and complete charge of all the accounts and financial affairs of the Society, including the custody of all its funds and monies, the investment of those funds and monies, the collection of its receivables, the payment of its just debts and the keeping of accurate financial records and books of account, subject always to such general supervision and direction as the Council or a Finance Committee duly authorized by the Council may from time to time impose with respect to the investments of the Society and all other financial matters. Furthermore, the Treasurer shall render to the Annual Meeting of the Society an audited report of the assets and liabilities of the Society and of its interim income and disbursements and its financial condition. The Council may in its discretion require the Treasurer to post an appropriate surety bond for the faithful discharge of his duties.

6. All contracts, agreements, and like instruments made as the legal acts of the Society shall be executed by an Officer of the Society or by such other person or persons as authorized in writing by the Council.

1. At least two months before the Annual Meeting the President shall appoint a Nominating Committee consisting of three or more members of the Society, whose function it shall be to propose to the Annual Meeting a list of qualified candidates for membership on the Council, as well as to propose candidates to be Officers of the Society in those years when the terms of the previously elected Officers are to expire, and, when called upon to do so, to propose successor candidates to fill the remainder of the unexpired terms when vacancies shall have occurred. No person shall serve on the Nominating Committee two years in succession, and no current member of the Council or elected Officer of the Society other than one whose term is about to expire may serve on the Nominating Committee in any year, although the President shall advise and work with the Nominating Committee to the extent deemed appropriate.

1. Annual membership dues shall be payable on January 1. From time to time the Council shall fix the amount of such dues applicable to basic or regular membership, to contributing membership, to sustaining membership, and to life membership respectively, and may in its discretion establish categories of joint membership for married couples and of patron membership for special benefactors.

2. Any person or institution approved by the Council may become a member upon the payment of the annual membership dues. Any noninstitutional member who shall have paid to the Society the fee designated for life membership shall be exempt from all future payment of dues. Members whose fees have been in arrears for more than one year shall be dropped from the rolls of the Society but may be reinstated by the Council upon the payment of back dues covering those years since their dismissal for which they have received the publications of the Society.