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BYLAWS OF THE WESTERN INSTITUTE FOR IRISH STUDIES

I. Purpose/Mission

A. The mission of the Western Institute for Irish Studies (W.I.I.S.) is to facilitate and support in depth research and learning into the varied and distinct experiences of the Irish in the Western United States and their link to contemporary Ireland. The Institute's fundamental goal is to further the study of the Irish-American West and of contemporary Ireland by providing the technical and human infrastructure necessary to serve as a physical and virtual hub for linking and supporting Irish Studies students and researchers. Using state-of-the art information technologies, the Western Institute for Irish Studies supports, enlists, and encourages the ongoing development of a connected network of "satellite" institutions and individuals across the West and around the globe.

B. In order to maintain the essential purpose of the organization, members involved in political or social action are not permitted to use the name of the Western Institute for Irish Studies in support of their activities.

C. The W.I.I.S. will not engage in the support or endorsement of activities that have a primary purpose of political action or advocacy.

II. The Board of Directors

A. The Board of Directors will initially be composed of six members including the President, Treasurer, and Secretary of the W.I.I.S. Executive. The Board may choose, by majority vote, to expand or contract its membership.

B. Unless otherwise noted, in all matters the Chairman of the Board may exercise a second vote in order to break a tie.

C. The Board of Directors will include a Chair, an Associate Chair, an "Academic Liaison" who shall be an Academic member of a satellite institution and other members as determined by the Board.

D. The President, Secretary, and Treasurer of the W.I.I.S. Executive may be members of the Board but shall not hold the Chair's position.

E. The Board of Directors is responsible for making decisions concerning policy and governance of the W.I.I.S. All decisions of the Board, unless otherwise stated in these by-laws, will be made by simple majority vote.

F. The Board is responsible for the maintenance, enforcement, and amendment of these by-laws and will make any amendments to these laws by majority vote.

G. The Board of Directors has the authority to appoint the editor of the W.I.I.S. International Journal of Irish Studies and other editors of publications sponsored by the W.I.I.S.

H. The Board of Directors has the authority to recognize satellite institutions of the W.I.I.S.

I. The composition of the first Board of Directors of the W.I.I.S. shall be set by the Founding Organizers of the Institute.

J. Members of the Board shall not be compensated for their roles as Board Members. Board members who also serve as members of the W.I.I.S. Executive may be compensated for their roles as officers upon approval by the Board of Directors.

K. In matters pertaining to the compensation of W.I.I.S. President, the President, if a Member of the Board, will be excused and the Board will vote on the terms of compensation.

L. In matters pertaining to the compensation of W.I.I.S. Secretary, the Secretary, if a Member of the Board, will be excused and the Board will vote on the terms of compensation.

M. In matters pertaining to the compensation of W.I.I.S. Treasurer, the Treasurer, if a Member of the Board, will be excused and the Board will vote on the terms of compensation.

N. The terms and conditions under which any member of the W.I.I.S. Executive is employed shall be determined by the Board. Executive members of the Board shall not have a vote in matters pertaining to the terms and conditions of their own employment.

III. Filling Board of Directors Positions

A. Appointments to the Board of Directors are made by simple majority vote of the existing Board Members. With the exception of the position held by the Academic Liaison, Board Positions are for an indefinite term.

B. The Chairman of the Board of Directors shall appoint an Associate Chair. This position should be held by a member or recommended affiliate of the Irish Consul's office of San Francisco.

C. An Academic Liaison shall be nominated to the Board of Directors by a member of the Advisory Council and then approved by the Board of Directors with simple majority vote. The Academic Liaison shall be a member of a participating satellite institution.

D. New and Replacement Board Members shall be nominated to the Board of Directors by a member of either the Board of Directors or by a member of the Advisory Council and appointed to the Board of Directors by means of a majority vote.

E. The Chairman of the Board will fill unanticipated vacancies to the board with interim members until such time as the Board can convene and hold a vote. Interim members will not be voting members of the Board. Should a vacancy arise in the Chairman's position, the Associate Chair shall serve as interim chair until such time as the Board can convene and hold a vote. The interim Chair shall have the Chairman's vote, including a second tie-breaking vote, in all board matters except in votes pertaining to the election of a new Chair.

II. Financial Expenditures and Accountability

A. The Board of Directors will approve the Budget.

B. The Board of Directors will appoint a standing Finance Subcommittee that prepares and submits a budget for each fiscal year. The Finance Subcommittee shall include the Treasurer and be made up of at least two members of the Board of Directors.

C. The Finance Subcommittee monitors actual revenues as well as planned and actual expenditures, and reviews a mid-year fiscal report, prepared by the Treasurer, containing an account of expenditures to date, revised projections of revenue and recommendations to cover anticipated shortfalls or surpluses.

D. Authority for spending in a given fiscal year is dependent on the approval of a projected operating budget. The budget, submitted to the Board of Directors before the end of each fiscal year, will include proposed expenditures for each activity in the upcoming fiscal year. Anticipated revenue from donations will be listed. Once approved by simple majority, this budget becomes the operating budget.

E. The President shall oversee the day-to-day expenditures of the Institute. Authorization for the President to make expenditures for any activity is based solely on the approved operating budget. The Budget shall include an allowance for petty cash and receipt reimbursements.

V. Advisory Council

A. The Advisory Council is composed of one person from each participatory satellite institute.

B. One member of the Advisory Council shall be appointed by the Board of Directors to serve as the Academic Liaison member of the Board of Directors and will have a two-year renewable and repeatable term on the Board.

C. Only the Academic Liaison member of Advisory Council who is also a member of the Board of Directors will have a vote in Board matters. Members of the Advisory Council may make recommendations to the Board of Directors through the Academic Liaison member of the board in advance of quarterly meetings.

VI. Officers

A. The officers of the W.I.I.S. Executive are President, Secretary, and Treasurer. The Board of Directors appoints officers. The President, Secretary, and Treasurer will each serve two-year, renewable and repeatable terms with no term limitations.

B. The President shall also always serve as a member of the Board of Directors. The Secretary and Treasurer may serve as Board Members. C. The Secretary's position should be held by the Academic Liaison of the Board.

D. Neither the President, Secretary, nor Treasurer may serve as Chairman of the Board.

E. The President reports to the Board and shall make quarterly reports to the Board of Directors and annual reports to the Advisory Board.

F. The President shall direct the day-to-day business of the Institute and Shall be compensated according to the discretion of the Board.

G. The Secretary and Treasurer report to the President.

VII. Filling Officer Positions

A. Officers are appointed by the Board of Directors.

VIII. Board Meetings

A. The W.I.I.S. Board of Directors will hold quarterly meetings called by the Board Chairman in conjunction with the President.

B. Video and/or audio conference is a legitimate means of participation in board meetings.

C. Four Board members shall constitute a quorum.

IX. Amendments

A. Amendments to adjust the W.I.I.S. by-laws shall be written and proposed to the Board by the W.I.I.S. Executive (President, Treasurer, Secretary).

B. The Board of Directors may, by a 4/5 majority of vote, adjust the W.I.I.S. by-laws.