Society for Iberian Global Art

By-laws

Article I. Name and Purposes

The name of the Corporation shall be the Society for Iberian Global Art (“SIGA”). SIGA is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code), and specifically to foster and support the practice and publication of scholarship in the study of the art, architecture, history, culture, language, and/or society of Spain and/or Portugal and their global communities or related professional areas in the United States. To fulfill the society’s mission, SIGA provides forums for presenting and advancing new approaches to the above-mentioned fields such as a triennial conference and administers three publication prizes that celebrate excellence in the field. The prizes include, but are not limited to:

  1. The annual Eleanor Tufts Award, which recognizes an outstanding English-language book in the fields of Spanish or Portuguese art and architectural history.
  2. The annual Jonathan Brown Award, which recognizes exceptional achievement in an English-language exhibition catalogue dedicated to an Iberian or global Iberian theme. Foreign-language exhibition catalogues published with English-language translations are also eligible, but such translations must be included in full in the original publication, not published at a later date or available in an online or digital format or an in-gallery brochure only.
  3. The Gridley McKim-Smith Award, which acknowledges a superior peer-reviewed English-language article, essay, or book chapter on any aspect of Iberian or global Iberian art or architectural history from an individual not more than thirty-five years old or who has received the doctorate not more than five years before acceptance of the article for publication. The award is offered every other year beginning in 2024.

Authors must an Active Individual Member of SIGA for consideration.

Article II. Offices and Registered Agent

The principal office of SIGA shall be located within or without the District of Columbia, at such place as the Board of Directors (the “Board”) shall from time to time designate. SIGA may maintain additional offices at such other places as the Board may designate. SIGA shall continuously maintain within the District of Columbia a registered agent as may be designated from time to time by the Board.

Article III. Members

Section 3.01. Membership Eligibility

Any person who supports the mission and purposes of SIGA shall, upon application and payment of dues, become an Active Individual Member of SIGA. Active Individual Members shall have the right to hold office in SIGA and to vote in elections for said offices and are eligible for consideration for all prizes and awards.

Section 3.02. Application

Application for membership in SIGA shall be established by the Board and may be amended from time to time. Any applicant approved to be a member of SIGA shall become a member upon payment of the regularly scheduled membership dues as provided in Section 3.03 of these Bylaws.

Section 3.03. Membership Dues

Membership dues shall be at such rates, schedules, and/or formulas as may be from time to time prescribed by the Board. Failure to pay membership dues for more than three (3) months after the obligation to pay such dues shall become due shall result in the termination of membership; provided, however, that such member shall remain liable for payment of any amounts owed prior to the date of the member’s termination.

Section 3.04. Termination of Membership

The Board may suspend or expel a member, with or without cause, by the affirmative vote of two-thirds (2/3) of the members of the Board. Any member may withdraw from membership of SIGA by providing written notice to the President or Secretary. A withdrawing member shall remain liable for payment of any outstanding annual membership dues owed prior to the date of the member’s withdrawal.

Section 3.05. Meetings of the Members

  1. Annual Meeting. An annual meeting of the members shall be held once a year at a date, time, and location set by the Board. Notice of an annual meeting shall be provided to all voting members no fewer than ten (10) nor more than sixty (60) days prior to the date of the annual meeting. Notice may be provided in writing, orally, or by any other method permissible by law.
  2. Special Meeting. A special meeting of the members may be called by the President, at least (3) Directors, or ten (10%) of the members holding voting rights. Special meetings of the members, if any, shall be preceded by at least one (1) days’ notice to all voting members of the date, time, location, and purpose(s) of the meeting. Notice may be provided in writing, orally, or by any other method permissible by law. Only business within the purposes outlined in the notice may be conducted at a special meeting of the members.
  3. Waiver of Notice. Notice of place and purpose of any meeting of the Board may be waived by telephone or in writing, either before or after such a meeting has been held.
  4. Meetings by Remote Communications. The Board may elect to hold any meeting of the membership to take place by means of conference telephone or by other means by which all participants are able to simultaneously hear each other during the meeting, vote on matters submitted, pose questions, and make comments; such participation shall constitute presence in person at the meeting.
  5. Quorum. Unless a greater proportion is required by law, ten (10%) of the members holding voting rights shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Members.
  6. Voting. Each member entitled to vote shall have one (1) vote, which may be cast either in person or by proxy. Members voting rights shall be limited to the following matters: (i) elections for Directors; (ii) amendments to SIGA’s Articles of Incorporation and Bylaws; (iii) merger or consolidation of SIGA with another entity; (iv) domestication, conversion, or dissolution of SIGA; or (v) sale of all or substantially all of the assets of SIGA (“Fundamental Transactions”). Fundamental Transactions shall require the approval of the majority of all voting members.
  7. Action by Ballot. Any action that may be taken at any annual, regular, or special meeting of the members may be taken without a meeting if each member entitled to vote is provided a ballot setting forth the action proposed to be taken and providing the opportunity for voting for (or against) each action or voting for (or withholding) a vote for each candidate in the event of election for directors or other officers. An action decided by ballot, with the exception of an election for directors, is approved if the number of votes cast equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approval equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Article IV. Board of Directors

Section 4.01. Power of Board of Directors

The affairs of SIGA shall be managed by the Board.

Section 4.02. Number of Directors

The number of Directors of SIGA shall be not less than three (3) and no more than twelve (12). Within those limits, the number of Directors may be increased or decreased by Board resolution. The limits may be changed by amendment to these Bylaws. Any change in the number of Directors shall not remove a Director from their position as a Director prior to the expiration of their term of office.

Section 4.03. Term and Election of Directors

  1. Each Director may serve two consecutive three-year (3) terms. After the conclusion of two successive terms, Directors shall not be eligible for election until an interval of three years has elapsed.
  2. Directors shall be elected by the Active Individual Members in accordance with the election procedures adopted by the Board.
  3. Each Director shall hold office until their term expires or until his/her successor has been elected and qualified, whichever occurs later.

Section 4.04. Removal of Directors

Directors may be removed, with or without cause, by a two-thirds (2/3) majority of the Directors then in office except for the President.

Section 4.05. Resignation

Except as otherwise required by law, a Director may resign from the Board at any time by giving notice in writing to the President. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4.06. Vacancies

Vacancies in a seat for on the Board shall be filled by a majority of the Directors remaining in office, even if such number constitutes less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office or until his/her successor is elected and qualified, whichever occurs later.

Section 4.07. Compensation

Directors shall not receive any compensation from SIGA for services rendered to SIGA as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to SIGA in reasonable amounts, based on policies approved by the Board. Notwithstanding the foregoing, if Directors serve other roles for SIGA (e.g., officers, agents, employees), they may be compensated in reasonable amounts for such services.

Section 4.08. Emergency Powers

In the event a quorum of the Board cannot readily be assembled due to a catastrophic event, SIGA is authorized to exercise emergency powers as permitted by law.

Section 4.09. Meetings of the Board of Directors

  1. Annual and Regular Meetings. An annual meeting shall be held once a year on and at a date, time, and location set by the Board. In addition, the Board of Directors may hold other regular meetings per year as it determines are appropriate. Notices for such annual and regular meetings shall provide the date, time, place of the meeting and be delivered, either in writing or orally, at least ten (10) days in advance of the meeting.
  2. Special Meeting Special meetings of the Board, if any, shall be called by the President or at least two (2) Directors and shall be preceded by at least two (2) days’ written notice of the date, time, and location of the meeting.
  3. Waiver of Notice. A Director’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. A Director may additionally waive any notices required by providing SIGA, whether before or after the event to which notice was required, a signed and written waiver of notice.
  4. Meetings by Remote Communications. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all Directors may participate in a meeting of the Board by means of conference telephone or by other means by which all participants are able to simultaneously hear each other during the meeting, vote on matters submitted, pose questions, and make comments; such participation shall constitute presence in person at the meeting.
  5. Quorum. Unless a greater proportion is required by law, three (3) Directors then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
  6. Voting. Each Director shall have one (1) vote. All voting at meetings shall be done personally and no proxy voting shall be permitted.
  7. Action without a Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if all of the Director’s consent in writing through electronic mail, fax, or mail authorizing the action (“unanimous written consent”). The written consent by the Directors shall be filed with the minutes of proceedings of the Board. A unanimous written consent has the effect of action taken at a meeting of the Board and may be described as such.

Article V. Committees

Section 5.01. Committees of Directors

The Board, by resolution, adopted by a majority of the Directors then in office, may designate and appoint the members of one or more committees, each consisting solely of two or more Directors, which committees shall have and exercise the powers of the Board in the governance of SIGA (“Board Committees”). However, no Board Committee shall have the authority to adopt, amend, or repeal Bylaws; elect, appoint, or remove any Director, officer, or Board Committee member; fill vacancies on the Board, in any officer position, or on any Board Committees; adopt a plan of merger or consolidation; authorize the voluntary dissolution of SIGA; or approve the transfer of any of SIGA’s assets.

Section 5.02. Advisory Committees

The President may create and appoint the members of other, non-Board committees as he/she shall deem appropriate (“Advisory Committees”). Advisory Committee members need not be Directors. Advisory Committees may not exercise any powers of the Board of Directors but may make non-binding recommendations to it.

Section 5.03. Term of Office

The term of each committee member shall be indefinite for so long as each committee member continues to qualify to serve as a committee member, unless the committee is sooner disbanded.

Section 5.04. Removal, Resignation, and Vacancies

  1. Removal from Board Committees. Members of Board Committees may be removed by majority vote of the Directors then in office, whenever in their judgment the best interests of SIGA would be served thereby. Members of Board Committees may resign at any time by providing written notice to the President Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Vacancies in the membership of Board Committees may be filled by majority vote of the remaining Directors then in office for the unexpired term of his/her predecessor in office or until his/her successor is elected and qualified, whichever occurs later.
  2. Removal from Advisory Committees. Members of Advisory Committees may be removed by the President, whenever in his/her judgment the best interests of SIGA would be served thereby. Members of Advisory Committees may resign at any time by providing written notice to the President. Vacancies in the membership of Advisory Committees may be filled by the President for the unexpired term of his/her predecessor in office or until his/her successor is elected or appointed and qualified, whichever occurs later.

Section 5.05. Rules

The sections in Article 4 of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board apply to Board Committees and their Members as well.

Article 6. Officers, Agents and Employees

Section 6.01. Officers

The Board of Directors shall elect a President (who shall serve ex officio as the Chair of the Board), a Secretary, and a Treasurer from amongst the Directors of SIGA. Any two (2) offices may be held by the same person, except that the President and Treasurer offices may not be held by the same person. The Board may create other officer positions at any time, if it believes that the best interests of SIGA would be served thereby.

Section 6.02. Term and Election of Officers

Officers may serve two consecutive three-year (3) terms. After the conclusion of two successive terms, Directors shall not be eligible for election until an interval of three years has elapsed. Directors shall be elected by the Active Individual Members in accordance with the election procedures adopted by the Board. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until a successor has been duly elected or appointed and qualified.

Section 6.03. Removal

Any officer may be removed by majority vote of the remaining Directors then in office whenever, in the judgment of the Board, the best interests of SIGA would be served thereby.

Section 6.04. Resignation from Office

Officers may resign at any time by providing written notice to the President.

Section 6.05. Powers and Duties

The powers and duties of the officers shall be as follows:

  1. President. The President (serving ex officio as Chair of the Board) shall preside at the meetings of the Board and over the supervision and administration of the business and affairs of SIGA. The President shall play a major role in resource development and in representing the organization publicly. The President, as well as any other officer(s) or agent(s) authorized by the Board, may sign any deeds, bonds, mortgages, or other instruments and enter into agreements necessary to carry out the missions and programs of SIGA, except where these Bylaws or policies adopted by the Board require the signature of some other officer or agent of SIGA or otherwise impose additional conditions or restrictions. The President shall, subject to the supervision of the Board, perform all other duties customary to that office. In the absence of the President, they/their duties shall devolve upon (i) the President-Elect, if there is a President-Elect at such a time; (ii) the Secretary, or (iii) the Treasurer, and should circumstances demand, next upon the longest-serving Member of the Board. In the event of the President’s resignation or death, the order of succession shall be provided in the preceding sentence.
  2. Secretary. The Secretary shall (i) be responsible for ensuring that an accurate record is kept of all meetings of the Board, Board Committees, and any designated bodies of the Board, (ii) ensure that all notices are duly given in accordance with these Bylaws or as required by law, (iii) maintain the official records of the organization, and (iv) in general, perform all the duties customary to the office of Secretary and such other duties as may from time to time be assigned by the President or the Board.
  3. Treasurer. The Treasurer shall (i) be responsible for the financial management and oversight of SIGA, including ensuring that appropriate fiscal records are kept and ensuring that all funds are recorded, spent, and monitored consistent with funder requirements, legal requirements, and sound financial management, and (ii) in general, perform all of the duties customary to the office of Treasurer and such other duties as may from time to time be assigned by the President or the Board.
  4. Diversity Officer. The Diversity Officer shall (i) be responsible for ensuring that SIGA’s commitment to promoting and sustaining a diverse, inclusive, and equitable environment wherein all Members of the Board and all Active Individual Members feel respected and valued regardless of gender, age, race, ethnicity, national origin, sexual orientation or identity, disability, education, or any other bias is upheld, and (ii) in general, perform all of the duties customary to the office of Diversity Officer and such other duties as may from time to time be assigned by the President or the Board.
  5. Graduate Student Representative. The Graduate Student Representative shall (i) be responsible for ensuring that SIGA’s commitment to promoting and sustaining the intellectual and professional development of graduate students and early career scholars is upheld, and (ii) in general, perform all of the duties customary to the office of Graduate Student Representative and such other duties as may from time to time be assigned by the President or the Board.
  6. International Representative. The International Representative shall (i) be responsible for ensuring that SIGA’s commitment to collaborating with the international community of scholars of global Iberian art and architecture is upheld, and (ii) in general, perform all of the duties customary to the office of International Representative and such other duties as may from time to time be assigned by the President or the Board.
  7. Membership Coordinator. The Membership Coordinator shall (i) be responsible for coordinating SIGA’s active membership lists in close consultation with the Treasurer and Webmaster, and (ii) in general, perform all of the duties customary to the office of Membership Coordinator and such other duties as may from time to time be assigned by the President or the Board.
  8. Webmaster and Newsletter Editor. The Webmaster and Newsletter Editor shall (i) be responsible for coordinating and administering SIGA’s website and newsletter, (ii) oversee communication with the membership, and (iii) in general, perform all of the duties customary to the office of Webmaster and such other duties as may from time to time be assigned by the President or the Board.
  9. Social Media Editor. The Social Media Editor shall (i) be responsible for coordinating and administering SIGA’s social media presence, and (ii) in general, perform all of the duties customary to the office of Social Media Editor and such other duties as may from time to time be assigned by the President or the Board.
  10. Hispanic Research Journal Special Issue Coordinator/Co-Editor. The Hispanic Research Journal Special Issue Coordinator/Co-Editor shall (i) be responsible for coordinating, co-editing, and distributing the special issue of the Hispanic Research Journal to the membership in collaboration with a representative from the Iberian & Latin American Visual Culture Group. In the event the publication of the Visual Arts Issue is delayed, the outgoing Hispanic Research Journal Special Issue Coordinator/Co-Editor may assist their successor as stipulated by the incoming Board, and (ii) in general, perform all of the duties customary to the office of Hispanic Research Journal Special Issue Coordinator/Co-Editor and such other duties as may from time to time be assigned by the President or the Board.
  11. Prize Committee Chair. The Prize Committee Chair shall (i) be responsible for coordinating and administering SIGA’s awards, including but not limited to the Eleanor Tufts Award, the Jonathan Brown Award, and the Gridley McKim-Smith Award, and (ii) in general, perform all of the duties customary to the office of Prize Committee Chair and such other duties as may from time to time be assigned by the President or the Board.
  12. Past President. The immediate Past President may elect to remain on the Board as an ex officio, non-voting member for a term of one (1) year. It shall not be considered a vacancy in the event the immediate Past President does not assume such role on the Board.

Section 6.06. Agents and Employees

The Board may choose to appoint other agents or employees, who shall serve at the pleasure of and be overseen by the Board, unless it delegates such authority to the President and/or to others. Such agents or employees shall have such authority and perform such duties as may be required of them to carry out the affairs of SIGA.

Section 6.07. Compensation

SIGA may pay compensation in reasonable amounts to officers, agents, and employees of SIGA for services rendered. The Board shall determine the level of compensation for any compensated officers of SIGA, based on policies approved by the Board, and shall approve compensation guidelines for other compensated agents or employees.

Article 7. Miscellaneous

Section 7.01. Fiscal Year

The fiscal year of SIGA shall be June 1 – May 31, unless such other period shall be fixed by the Board.

Section 7.02. Contracts and Other Documents

The Board may authorize the President, Secretary, or Treasurer to enter into contracts or to execute and deliver other documents and instruments on SIGA’s behalf. Such authority also may be invested in other officers or agents of SIGA from time to time.

Section 7.03. Checks, Drafts, Loans, Etc.

All checks, drafts, loans, or other orders for the payment of money, or to sign acceptances, notes, or other evidences of indebtedness issued in the name of SIGA, shall be signed/approved by such officer or officers, or agent or agents, of SIGA and in such manner as shall be from time to time determined by the Board. In the absence of such determination, such instruments shall be signed/approved by the President, except those disbursements over a specific amount, to be set from time to time, must be approved in advance by the Board and dual signatures/approvals may be required by the Board.

Section 7.04. Deposits

All funds of SIGA shall be deposited to the credit of SIGA in such banks, trust companies, or other depositories as the Board may from time to time select.

Section 7.05. Books and Records

SIGA shall maintain at its principal office: (a) correct and complete books and records of account, (b) minutes of the proceedings of the Board, any Board Committees, and any designated bodies of the Board, (c) the names and addresses of its current Directors and officers, (d) SIGA’s current Articles of Incorporation, Bylaws, and Board-approved policies, (e) the most recent biennial report filed with the District of Columbia, and (f) all documents required to be maintained by organizations exempt from Federal income tax under Internal Revenue Code Section 501(c)(3) (or the corresponding section of any future Federal tax code). All books and records of SIGA may be subject to inspection as required by law.

Section 7.06. Loans to Directors and Officers

No loans shall be made by SIGA to its Directors or Officers.

Section 7.07. Indemnification and Insurance

SIGA shall indemnify and hold harmless any Director, officer, or employee of SIGA to the maximum extent allowed by Sections 29-406.51 and 29-406.52 of the District of Columbia Nonprofit Corporation Act of 2010 (the “Act”). In providing this indemnification, SIGA shall follow the procedures described in Section 29-406.55 of the Act. Further, SIGA shall indemnify and advance expenses to a Director, officer, or employee who is party to a proceeding because he or she is or was a Director, officer, or employee of SIGA, except for (a) liability in connection with a proceeding by or in the right of SIGA other than for reasonable expenses incurred in connection with the proceeding; or (b) liability arising out of conduct that constitutes (i) receipt by the Director, officer, or employee of a financial benefit to which he/she is/was not entitled, (ii) an intentional infliction of harm on SIGA, or (iii) an intentional violation of criminal law. The Board may authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him/her which arises out of such person’s status as a Director, officer, employee, or agent of SIGA or out of acts taken in such capacity, whether or not SIGA would have the power to indemnify the person against that liability under law.

Section 7.08. Prohibitions and Limitations

No part of the net earnings of SIGA shall inure to the benefit of, or be distributable to its Directors, officers, employees, or other private persons, except that SIGA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 1 hereof. Notwithstanding any other provision of these Bylaws, SIGA shall not carry on any other activities not permitted to be carried on by SIGA exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).

Section 7.09 Dissolution

Upon the termination or dissolution of SIGA, any assets lawfully available for distribution, after paying or adequately providing for the debts and obligations of SIGA, shall be distributed to one or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code (or the corresponding sections of any future Federal tax code), which organization(s) have purposes which, at least generally, includes a purpose similar to SIGA. The determination of which organization(s) shall receive such assets hereunder shall be made by the affirmative vote of a majority of the members of the Board then in office.

Section 7.10. Amendment of Bylaws

Any provision of these Bylaws may be amended or repealed, by the affirmative vote of a majority of the Directors then in office.