Canon Law Society of America

Constitution and By-Laws

Constitution

Preamble

We, the members of the Canon Law Society of America, ever eager to fulfill our role in the Church through the proper use of canon law, hereby proclaim our desire to promote the use of every method of serving God’s people that comes under the concept of law. Mindful that church laws ought to be pastoral in character and made only to serve the people of God, we accept our responsibility as Christians trained in canon law to continue research and study and to assist any members of Christ’s Body singularly or collectively, laity or clergy, who will welcome the deliberations, research and common opinion of this Society. With these thoughts in mind and invoking the help of God, we adopt the following Constitution.

Article I — Name

The name of this association shall be THE CANON LAW SOCIETY OF AMERICA.

Article II — Purpose

The purpose of this Society shall be:

1. To promote the pastoral ministry of the Church.

2. To cooperate in the continuous revision and renewal of the universal law of the Church and with the United States Conference of Catholic Bishops in proposing new legislation, resolving current legal questions and implementing laws and structures which pertain to the vital life of the Church.

3. To encourage and participate in canonical research and study toward a constant renewal of canon law.

4. To respond to the practical canonical needs of all the people of God in the respective capacities in which they serve and benefit from the Church.

5. To facilitate the interchange of canonical ideas, practices and decisions among canon lawyers, and other members of the Society.

6. To cooperate with individuals and organizations doing research in other sacred sciences for the promotion of mutual interests.

7. To establish a dialogue and share ideas, proposals and insights, with other canon law societies in the world.

Article III — Membership

There are four kinds of membership in the Canon Law Society of America: Active, Associate, Student and Honorary.

Members in good standing are those who have paid their annual dues by June 30 for the fiscal year beginning July 1, with a grace period of 31 days.

1. Without prejudice to the status of persons who are members at the time of the adoption of this article, ACTIVE membership is open to those who have earned at least a licentiate in canon law.

2. ACTIVE membership is also open in the future to other practitioners in canon law who demonstrate a broadly-based competence in canonical issues and who have fulfilled the stipulated requirements established by the Board of Governors as enumerated in the By-Laws.

3. ASSOCIATE membership is open to others who wish to associate themselves with the purpose of the Society.

4. STUDENT membership is open to those enrolled in any school of Canon Law and engaged in studies to obtain a licentiate or those engaged in their first year of doctoral coursework. Student members will enjoy the same prerogatives as associate members of the Society.

5. HONORARY members are:

a. ex officio all the Most Reverend Bishops of the United States and Canada, and

b. those persons by reason of outstanding contributions in the field of canon law or in support of the Society, are proposed for this distinction of honorary membership by the Board of Governors and accepted by a majority vote of the active members at a General Meeting. Such elected honorary members shall be considered Active members in good standing but shall not be required to pay annual dues.

Article IV — Dues

1. Any change in the amount of the annual dues of Active, Associate and Student members shall be proposed by the Board of Governors but shall be determined by a majority vote of those Active members present and voting at a General Meeting at which the proposal is made.

2. During the third year of the Treasurer’s term of office, he or she, with the assistance of the General Secretary and the Society accountant, shall conduct a thorough review of membership dues; evaluate income and expense trends; lead a discussion of these findings with the Board of Governors; and if necessary, propose to the Board Governors any adjustments that may be required to ensure solvency and to provide high-quality services to the membership.

3. The fiscal year of the Society shall begin on the first day of July of each year and shall end on the 30th day of June of the following year.

4. Dues are payable online, by mail, or in person.

5. An Active, Associate or Student member shall forfeit membership in the Society by failing to pay the annual dues by June 30 each year for the fiscal year beginning July 1, with a grace period of 31 days, and shall not be included in the term “member” or “membership” as used in the articles of this Constitution.

Article V — Rights, Benefits, and Duties

1. Members of the Society shall be entitled to all benefits and rights of membership as hereinafter delineated in the Constitution and Bylaws.

2. Each Active member has the obligation to support the Society in a positive manner, not merely by the payment of annual dues but also, and importantly, by active participation in general meetings, by presentation of papers at such meetings, by cooperation with the other members in all the projects of the Society.

3. Active members only shall have the right to voice and vote at the Annual General Meeting. Associate members may address the body from the floor with the prior approval of the majority of the Active members present and voting.

Article VI — Meetings

1. The Society shall meet annually in a general meeting at a time and place selected by the Board of Governors, after having informed the diocesan bishop of the place chosen.

2. Notice of the Annual General Meeting shall be sent to all active, associate and student members by the Committee on Local Arrangements at least one month in advance thereof. The program of the meetings proposed by the Board of Governors shall be sent with the notice.

3. Conduct of the business of the Society shall be done at one or more sessions of the Annual General Meeting.

4. A special general meeting of the Society may be called by the President with the consent of the Board of Governors. A special general meeting of the Society must be called by the President within a reasonable time when it is petitioned in writing by a majority of active members. In every case the time and place of a special general meeting are designated by the President after having informed the ordinary of the designated place.

5. The Board of Governors shall meet at least twice yearly. An Annual Plenary Meeting shall be held at least six months prior to the Annual General Meeting of the Society. The other meetings shall take place immediately before, and in conjunction with, the Annual General Meeting.

6. Robert’s Rules of Order shall settle all questions of procedure.

Article VII — Officers

1. The officers of this Society elected from the Active membership shall be the President, Vice-President, the Secretary, the Treasurer, and six Consultors. Additionally, the immediate Past President shall serve as an officer of this Society in an ex officio capacity.

2. These officers, constituting a Board of Governors, shall govern the Society; they shall never act contrary to decisions voted by the active members of the Society at a general meeting.

3. The President shall preside at all the meetings of the Board of Governors, as well as at general meetings of the Society, and shall in general, supervise the business and affairs of the Society, and perform all duties incident to the office of President.

4. The Vice-President is the President-elect and, at the request of the President, shall perform the duties of the President.

5. The Secretary shall, in general, perform all the duties incident to the office of Secretary, keep the minutes of the general meeting of the Society and the meetings of the Board of Governors, and such other duties as may from time to time be assigned by the President or the Board of Governors.

6. The Treasurer shall, in general, perform all the duties incident to the office of Treasurer, and such other duties as may from time to time be assigned by the President or the Board of Governors.

7. Six Consultors shall be elected to terms of three years. Their elections shall be so arranged that two Consultors are elected each year.

8. The immediate Past President's term shall extend for the entire time that his or her successor as President is in office.

Article VIII — Executive Coordinator and General Secretary

1. Reporting to the Board of Governors and supervised by the President, two collaborative positions serve the Office: the Executive Coordinator, who is a degreed canonist, and the General Secretary, who is qualified in organizational management.

2. Financial provisions for the operation of the office shall be the responsibility of the Board of Governors in the annual budget.

Article IX — Elections

1. The election of the Vice-President, the Secretary, the Treasurer, and the Consultors shall take place during the Annual General Meeting.

2. The person elected Vice-President thereby becomes President-elect and will succeed to the office of Presidency at the conclusion of the next Annual General Meeting. However, if by the time of that next Annual General Meeting the elected Vice-President is unavailable to serve in the office of Presidency, no fewer than two nominations shall be made for the office of Presidency by the Committee on Nominations.

3. The President, Vice-President shall hold office for one year; the Secretary, Treasurer and the elected Consultors shall hold office for three years. Terms of office shall end at the close of the Annual General Meeting at which new officers are elected. The terms of the Secretary and Treasurer shall end in different years so that both do not go out of office in the same year.

4. Insofar as it shall be possible, the Consultors shall be from different regions.

5. Nominations for the elective offices shall be communicated to all Active members by the Committee on Nominations not less than one month before the Annual General Meeting. Active members present at the Annual General Meeting have the right to nominate candidates for each office from the floor. In every case, the nomination is subject to the consent of the nominee.

6. For all offices no fewer than two nominations shall be made by the Committee on Nominations.

7. It shall be a necessary qualification of any nominee, whether named by the Committee on Nominations or from the floor, that the nominee be an Active member of the Society.

8. The electoral body of the Society shall be all Active members who are present at the General Meeting at which the voting takes place. Voting by proxy is prohibited.

9. The election shall be by secret ballot according to the rules set down in the By-Laws.

10. Elected officers shall assume their office at the close of the Annual General Meeting at which the respective officers are elected. If an office is actually vacated, the one newly elected shall assume that office immediately upon election.

11. If either the Treasurer or the Secretary becomes unable to fulfill the term of office, the President, after consultation with the Vice President and Past President, will appoint an interim Treasurer or Secretary who will hold office until the next Annual General Meeting, at which time there will be an election to fill the unexpired term of office, if any.

Article X — Committees

1. There shall be four standing committees of the Society as follows:

   a. Committee on Nominations;

   b. Committee on Resolutions;

   c. Resource and Asset Management;

   d. Committee on Professional Responsibility.

2. The Committee of Resource and Asset Management shall consist of the Vice President, the Treasurer, and a senior consultor and two additional members appointed by the President. The Treasurer shall act as Chair of this committee.

3. The Committee on Professional Responsibility shall consist of the three senior consultors of the Board of Governors.

4. The Committee on Nominations and the Committee on Resolutions shall consist of three voting members appointed by the President. Consultative members may be appointed at the discretion of the President.

   a. The term of office of committee members shall be for three years but shall be so arranged that each year the term of one member of each committee will expire with the close of the Annual General Meeting; the new member of each committee shall be appointed by the new President within thirty days after the close of the Annual Meeting.

   b. The member of each committee who is senior by appointment shall act as chairperson of each respective committee. 

   c. In the event of death or resignation of a committee member, the President shall appoint a new member to complete the unexpired portion of the term of office. 

   d. In addition to its members, the Committee on Nominations shall have the Past President as a non-voting member and secretary. 

5. The functions of the Committee on Nominations shall be:

   a. To submit to the active members, at least one month prior to the date of election, the names of nominees as provided for in Article IX of this Constitution.

   b. To formulate and recommend to the Board of Governors plans for maintaining and increasing the membership of the Society. 

6. The functions of the Committee on Resolutions shall be:

   a. To solicit, develop, and draft proposed resolutions which will express the concerns of the Canon Law Society of America;

   b. To consult with the membership at large and, in particular, with the Board of Governors, the standing and ad hoc committees of the Society and the organizers of the convention; 

   c. To formulate proposed resolutions on given points in response to requests of the members of the Society; 

   d. To compose differences in the formulation of similar proposals and to revise all pro­posals so that the meaning of each is clear; 

   e. To encourage resolutions which authentically express in a positive way the activities and concerns of the Society. 

7. The functions of the Committee on Resource and Asset Management shall be:

   a. to develop a comprehensive budget for all the activities of the Society and report on the funding available for projects; 

   b. to submit the proposed budget for the coming fiscal year to the Board of Governors for approval at its spring meeting; 

   c. to conserve, invest and disburse the monies of the Scholarship Fund in accord with the criteria established by the Society; 

   d. to advise the Treasurer on all matters pertaining to the Society’s investments. 

8. The functions of the Committee on Professional Responsibility shall be:

   a. Regarding complaints:

     1. To receive complaints of any party aggrieved with respect to provisions of the Code of Professional Responsibility of the CLSA;

     2. To make an initial finding that the complaint is not frivolous but is serious in character;

     3. To refer the matter to one of the hearing officers; 

   b. To issue advisory opinions on the application of the Code of Professional Responsibility, and; 

   c. To advise on all other questions concerning the professional responsibility of canonists (Canon Nine, Section d. (i) of the PR Code). 

9. Standing Committees may be assigned other duties at the discretion of the President.

10. The President shall have discretionary power to appoint such other special committees as the general welfare of the Society shall demand.

Article XI — Appropriations

1. An extraordinary appropriation from the funds of the Society’s treasury to any individual, group, legal body, or cause shall be granted only after the following procedure:

   a. The proposal for such appropriation or grant may be initiated either by the Board of Governors or by an active member;

   b. If initiated by the Board of Governors and approved by them, the proposed appropriation will then be submitted to a vote of the membership at the next Annual General Meeting; the consent of the majority of active members present and voting shall be required for passing; 

   c. If initiated by an individual active member, that member shall submit his proposal in writing to the President. If it is approved by a majority of the members of the Board of Governors present and voting at their next meeting, the proposed appropriation shall be submitted to a vote of the membership at the next Annual General Meeting; the consent of the majority of the active members mentioned in no. 1b of this Article shall be required for passage. However, if the Board of Governors does not approve the proposed appropriation, this shall be reported at the next Annual General Meeting; the Board’s decision may be rejected, and the proposed appropriation approved, by a two-thirds majority of the active members present and voting at that meeting.

Article XII — Amendments

1. This Constitution may be amended by a two-thirds majority of the active members present and voting, provided:

   a. That the proposal to amend the Constitution has been filed by an active member with the Secretary at least three months prior to the Annual General Meeting of the Society at which that member intends his proposal to be submitted; 

   b. That notice of the proposed amendment has been sent to each active member of the Society at the last known mailing address not less than one month in advance of that Annual General Meeting mentioned in no. 1a of this Article. 

2. Amendment of this Constitution shall become effective at the close of the general meeting at which the amendment was adopted.

By-Laws

1. The Annual General Meeting of the Society shall be held preferably in the month of October for at least two full days.

2. As specified in no. 11 of the By-Laws, it shall be the responsibility of the President to appoint a General Chairperson and Press Officer for each general meeting. The Board of Governors shall delegate or appoint the Administrative Office, a committee, an independent contractor or other appropriate person or entity to carry out the following duties under the general direction of the General Chairperson:

   a. To make detailed arrangements with the hotel or other establishment where the general meeting will be held;

   b. To arrange for the printing of the announcements, notices, programs, and other material incidental to the meeting; 

   c. To send out notice of the general meeting as provided in Article VI, no. 2 of the Constitution; 

   d. To submit to the Treasurer the receipts of the general meeting for deposit and the expenses incurred for payment; 

   e. Upon the advance request of a speaker to prepare copies of material for members attending the general meeting.

3. a. Resolutions should be submitted to the Committee on Resolutions as early as possible and at least six weeks before the opening of the convention so that the proposed resolutions may be sent to the members of the Society for their consideration. Normally, this will be done when the material for the convention is mailed out about one month prior to the convention. The membership of the Society is encouraged to consider the resolutions when they receive them and to send any remarks to the Resolutions Chairperson. 

   b. Resolutions shall be subject to the following criteria: 

     1. They shall be positive in nature, and in keeping with the scope, purpose and resources of the Society; 

     2. Their content shall be simple, precise, direct and in language befitting a professional society; vague or ambiguous phrases should be avoided, and “whereas” clauses should be kept at a minimum. 

   c. An announcement shall be made at the beginning of the convention providing an opportunity to the members to submit proposed resolutions to the Committee on Resolutions before the resolutions hearing. The committee will normally have available duplicating equipment and will offer its assistance to the authors of resolutions in providing copies of the text for all the members. 

   d. During the convention, at least one day prior to the day on which voting will take place, the committee shall conduct a resolutions hearing for the purpose of discussion of resolutions previously proposed. At this hearing, additional resolutions may be introduced and discussed. These resolutions should be presented in writing and, if possible, with copies for the members present. Priority in discussion at the hearing shall be given to proposals submitted in advance to the Committee on Resolutions and presented by that committee. 

   e. The Committee on Resolutions has the right and obligation to reformulate resolutions after the hearing in the light of the discussions, unless the author of the resolu­tion has specifically stated that he/she wishes to prepare the final form of the resolution. 

   f. At the annual business meeting at the convention, the Committee on Resolutions shall report only those resolutions presented prior to the conclusion of the resolutions hearing, except as provided for in the following paragraph. 

   g. During the annual business meeting, before the resolutions previously discussed at the hearing are presented, a member, on being recognized by the chair, may propose a new resolution for consideration. The member shall read the resolution and explain it briefly and then submit one copy of the resolution in writing. Two-thirds of those present and voting may agree to consider the proposed resolution. If consideration of such an added resolution is approved, it shall be discussed and voted upon after the other resolutions have been discussed and voted upon. 

4. At the session or sessions of the Annual General Meeting at which the business of the Society shall be conducted, the agenda shall include:

   a. The reading of the minutes of the latest general meeting; 

   b. The election of Officers in accordance with the relevant Articles of the Constitution and By-Laws; 

   c. A report of the activities of the Society during the past year by the President, or, the President being absent, by the presiding officer; 

   d. A financial report from the Treasurer; (and) 

   e. The consideration of any unfinished business and the consideration of any new business proposed by the chair, or by active members of the Society from the floor. 
   This agenda may be changed, and/or any of the above items omitted by a majority vote of the active members present at the session and voting.

5. Any active member may offer a motion requesting that a non-member be allowed to address the assembly from the floor, but such a motion must receive the approval of two-thirds of the active members present and voting.

6. At each session of the Annual General Meeting an opening and closing prayer shall be offered.

7. The Annual Plenary Meeting of the Board of Governors shall be used to conduct the affairs of the Society. To this meeting the President shall invite those chairpersons of committees, as well as any other member of the Society, whose presence, at the President’s discretion, would be necessary or helpful to the transaction of the business at hand.

8. The meeting of the Board of Governors held immediately prior to the Annual General Meeting of the Society in accord with Article VI, no. 5, shall review the final arrangements of that meeting and consider other imminent matters. To this meeting the President may invite any other members of the Society who may be helpful to fulfill the purposes of the meeting.

9. Everyone who attends meetings of the Board of Governors shall have a right to take part in all discussions, but only the members of the Board shall vote and make decisions respecting the matters discussed.

10. All who attend the Annual Plenary Meeting of the Board of Governors or other special meetings, other than the one prior to the Annual General Meeting of the Society, shall have their expenses for transportation, room, and board defrayed from the Treasury of the Society.

11. The office of the President shall include the general duties named in Article VII of the Constitution, and the following specific duties:

    a. To appoint, with the approval of the Board of Governors, a General Chairperson and a Press Officer for the Annual General Meeting; 

    b. To offer, or provide for the offering of a Mass for the living and deceased members of the Society on the occasion of the Annu­al General Meeting; (and)

    c. To select the time and place of the Annual Plenary Meeting of the Board of Governors and to extend invitations to all persons eligible to attend the meetings of the Board. 

12. The office of the Vice-President shall include the duties outlined in Article VII of the Constitution as well as any other duties assigned by the President. These shall include, but not be limited to, the supervision and coordination of all committees of the Society in the name of the Board of Governors, and the regular reporting of the progress of each to the Board of Governors.

13. The office of Secretary shall include the general duties named in the Constitution.

14. The Treasurer shall:

    a. Make a full report of the receipts and disbursements of the year at the Annual General Meeting of the Society;

    b. Supervise and be responsible for the overall financial operations of the Society; 

    c. Review the investment instruments of the Society; (and) 

    d. Chair the Resource and Asset Management Committee. 

15. The Board of Governors shall have the following specific duties in addition to the general duties named in the Constitution.

    a. To receive the recommendations of the Committee on Convention Planning. 

    b. To determine the honoraria for the symposia and special study participants as well as for the speakers at the Annual General Meeting in accord with Article X, no. 5b of the Constitution. 

    c. To examine the evaluation of the Annual General Meeting prepared by the Committee on Convention Planning in accord with Article X, no. 5c of the Constitution. 

    d. To determine the registration fee for the annual General Meeting of the Society. This fee should be sufficient to meet the cost of the meeting. 

    e. To determine the recipients of the annual Canon Law Society of America Role of Law Award. The following criteria shall be used: 

      1. Embodiment of pastoral attitude 

      2. Commitment to research and study 

      3. Participation in development of law 

      4. Response to needs or practical assistance 

      5. Facilitation of dialogue and the interchange of ideas within the Society and with other groups 

      6. The recipients shall not be anyone currently serving on the Board of Governors. 

    f. To receive applications for active membership from other practitioners in canon law who demonstrate a broadly-based competence in canonical issues, in accord with Article III, no. 2 of the Constitution and to determine by a two-thirds majority vote whether or not they qualify for active membership. 
    Such applicants are required:

      1. to be sponsored and personally recommended by an active member; 

      2. to hold an advanced degree;

      3. to have at least five years’ experience in canon law; 

      4. and to have been an associate member of the Canon Law Society of America for at least three years. 
    The decision of the Board of Governors will be communicated to the applicant and to the sponsor.

16. The General Secretary is the authorized agent for the Canon Law Society of America in all matters, but especially pertaining to those areas denoted in the Position Description, for which such agency is required, unless the Board of Governors or President of the Society shall determine otherwise in particular cases. The Executive Coordinator is also an authorized agent for the Canon Law Society of America in all matters, but especially pertaining to those areas denoted in the Position Description, for which such agency is required, unless the Board of Governors or President of the Society shall determine otherwise in particular cases.

    a. The General Secretary shall maintain the Administrative Office. 

    b. The duties of the General Secretary and the Executive Coordinator shall be defined in their respective Position Descriptions as approved by the Board of Governors. 

17. The elections of officers of the Society will be carried out in accordance with Article IX of the Constitution. The method of election follows:

    a. For the election of single offices: 
    The results shall be determined by an absolute majority of the active members present and voting. If an absolute majority is not reached on the first ballot, the names of those receiving the two highest numbers of votes shall again be proposed to the electorate. In case of a tie for any of the offices, one more ballot shall be taken for that office in which the tie resulted.

    b. For the election of the Consultors: 
    There shall be at least four nominees for the office of Consultor, plus any others who may be nominated from the floor. Members shall, on one ballot, vote for two Consultors. If anyone names the same Consultor twice, that vote for this office shall be considered invalid. An election shall be determined by an absolute majority of the active members present and voting.

      1. If an absolute majority is not reached by anyone on the ballot, the names of the top three candidates shall again be proposed to the electorate. Again, the membership shall vote for two candidates. The two with the highest number of votes are considered elected. 

      2. If in the first ballot only one person receives an absolute majority, the other top two candidates shall be placed on the second ballot. The two with the most number of votes are considered elected. 

      3. If on the first ballot there are three or four persons who have a majority of the votes, the two with the most votes shall be considered elected. 

    c. Any ties not taken care of in the above procedure shall be resolved by lot. 

    d. The ballot for the election of all Officers and Consultors shall be prepared by the Administrative Office before the Annual General Meeting. Extra nominations for all offices shall take place before any office is voted on. After all the nominations have taken place, the members will mark their ballots, thereby voting for all offices at one time. The run-off elections, if necessary, shall be held by using un-printed ballots, but again all at one time. 

18. It is the right of the active members to suggest in writing to the Committee on Convention Planning the names of speakers and topics for the Annual General Meeting. It is the right of active members to suggest in writing to the Board of Governors proposals for research and study.

19. To amend these By-Laws there is needed the approval of the Board of Governors and the consent of a majority of the active members present and voting at the Annual General Meeting at which the amendment is proposed. Without the approval of the Board of Governors, these By-Laws may be amended in the same manner as the Constitution itself in accordance with the provisions of Article XII:

    a. That the proposal to amend the Constitution has been filed by an active member with the Secretary at least three months prior to the Annual General Meeting of the Society at which that member intends his proposal to be submitted. 

    b. That notice of the proposed amendment has been sent to each active member of the Society at the last known mailing address not less than one month in advance of that Annual General Meeting mentioned in no. 1a of this Article.

20. Amendment of these By-Laws shall become effective at the close of the general meeting at which the amendment was adopted.

AS AMENDED

OCTOBER 22, 1980, OCTOBER 10, 1984,
OCTOBER 12, 1988, OCTOBER 11, 1989,
OCTOBER 16, 1991, OCTOBER 14, 1992,
OCTOBER 12, 1994, OCTOBER 18, 1995,
OCTOBER 09, 1996, OCTOBER 14, 1997,
OCTOBER 11, 2006, OCTOBER 15, 2008,
OCTOBER 16, 2013, OCTOBER 18, 2017,
OCTOBER 13, 2020, OCTOBER 13, 2021.

The Canon Law Society of America is a non-profit corporation under the laws of the District of Columbia. The Board of Governors of the Society is the Board of Directors of the Corporation, and members of the corporation are the members of the Society. For further details, contact the Administrative Office.