Subject to such regulation as Evangelical Homiletics Society may provide, all members shall have the right to attend and vote at meetings.

Required annual contribution levels shall be established by the Board of Directors, from time to time.

Members may resign by tendering their intention to resign their membership in a signed letter delivered to the Secretary-Treasurer.

The annual meeting of the members shall be held annually in October for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. The Board of Directors shall fix the day and place of the annual meeting no later than 90 days prior.

Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Directors and shall be called by the Secretary-Treasurer or anyone authorized by the Board of Directors to act in his or her behalf, at the written request of the not less than 10 percent of all members of the Corporation entitled to vote at the meeting.

The Secretary shall deliver written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, not less than fifteen (15) nor more than thirty (30) days before the date of the meeting, either personally, by mail, or by electronic mail, by or at the direction of the President, or the Secretary, or the Officer for persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the membership books of the Corporation, with postage there on prepaid.

The Board of Directors may designate any place in North America, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

a. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof or in order to make a determination of members for any other proper purpose, the Directors of the Corporation may provide that the membership books shall be closed for a stated period but not to exceed, in any case, seven (7) days. If the membership books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members entitled to notice of or to vote at a meeting of members such books shall be closed for at least seven (7) days immediately preceding the meeting.

b. In lieu of closing the membership books, the Directors may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than forty-five (45) days and, in case of a meeting of members, not less than thirty (30) days prior to the date on which the particular action requiring such determination of members is to be taken. If the membership books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the record date shall be 45 days prior to the meeting. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.

Members of the Corporation entitled to vote, represented in person or by proxy, at any scheduled business meeting or an annual meeting shall constitute a quorum.

Each member entitled to vote in accordance with the terms and provisions of the Articles of Organization and these Bylaws shall be entitled to one vote, in person or by proxy. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. Upon the demand of any member, the vote for Directors and upon any question before the meeting shall be by ballot. All elections for Directors and Officers, except for Vice-President, shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the Commonwealth.

At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

The order of business at all meetings of the members shall be set by the President.

Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

The business and affairs of the Corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they deem proper, not inconsistent with these Bylaws and the laws of this Commonwealth. This Board shall be comprised of an Executive Committee, as more fully set forth below, and at-large Directors.

The number of Directors of the Corporation shall be a minimum of nine (9). Each at-large Director shall hold office for one (1) year, for no more than 3 consecutive years, and shall hold office through the adjournment of the next annual meeting of members or until his or her successor shall have been elected and qualified whichever is later. The site host for each annual conference will automatically serve as a voting member of the board for a one year term prior to the conference. Directors, with the exception of the site host, shall be assigned as needed and by the President or Executive Committee to lead one of the following three committees: Haddon W. Robinson Biblical Preaching Award, Scott M. Gibson Emerging Scholars Grant, and conference paper selection. Directors who serve as officers shall serve for the respective tenure provided as below for officers.

A regular meeting of the Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of members. The Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than such resolution.

Special meetings of the Directors may be called by or at the request of the President or any two Directors. The President shall fix the place for holding any special meeting of the Directors.

Notice of any special meeting shall be given at least three (3) days previously thereto by written notice delivered personally or by telegram, telefacsimile, electronic mail, or mail delivered to each Director at his or her business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice to the telegraph company. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

At any meeting of the Directors the number of Directors required to constitute a quorum shall be a majority of the Directors then in office. But if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Attendance may be in person or via electronic/telephonic means so long as each director may be heard and may hear discussions.

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors.

Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his pr her predecessor.

Any or all of the Directors may be removed for cause by vote of the members, registered in person or by proxy, at any regular or special meeting called for that purpose, or by action of the Board. Directors may be removed without cause only be vote of the members registered in person or by proxy, at any regular or special meeting called for that purpose. If for cause, such Director will be afforded a hearing and due process in determining whether such cause exists.

A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.

No compensation shall be paid to Directors as such for their services, but by resolution of the Board, a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

A Director of the Corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he shall file his or her written dissent to such action with the person acting as the Secretary-Treasurer of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary-Treasurer of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

The Executive Committee shall consist of the Officers of the Corporation, as well as the Journal Editor and webmaster. The Executive Committee shall serve as the nominating committee or designate one to serve on behalf of the Corporation to present a slate of Officers to serve any expiring or vacant terms. The Executive Committee shall be responsible for the prudent management, receipt, and disbursement of such funds under its purview. The Executive Committee shall perform a financial audit of the Corporation and the Local Arrangements Committee within 30 days of the close of each annual meeting of the members.

Committees may be authorized by the membership at each annual meeting or by the Executive Committee, for such terms and purposes as may be deemed useful. The President shall appoint committee members, unless otherwise provided for in the action authorizing the committee.

There will be an Editorial Board comprised of three editors, recruited and appointed by the Board of Directors, one of whom will be responsible for business matters related to publication and distribution of resources. Persons appointed to this editorial Board will begin their term of office during the annual meeting at which they were appointed. The editorial Board will be responsible for implementing the resolutions regarding publications, adopted by the Corporation at its annual meetings. One of the editors shall serve as chairperson and shall be selected by the Editorial Board. Editorial Board members shall serve for four years. The Communication Coordinator is the liaison to the editorial Board. The Editorial Board will develop topics for publication, solicit, receive, and screen manuscripts for publication, and assume responsibility for editing and publishing the Corporation’s journal. The Editorial Board will propose a budget to the Executive Committee and will be responsible to the Executive Committee for the expenditure and receipt of funds. Any surplus funds received from publications will be added to the Editorial Board account. The Secretary-Treasurer shall internally audit this account within 30 days after the annual meeting of members.

No Director of the Corporation shall be liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 of Chapter 156B of the general Laws of the Commonwealth of Massachusetts, or (iv) for any transaction in which the Director derived an improper personal benefit. No amendment to or repeal of any provision of the paragraph, directly or by adoption of an inconsistent provision of these Articles of Organization, shall apply to or have any effect on any liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each person who is or was a Director, Officer, employee or other agent of the Corporation, each person who is or was serving at the request of the Corporation as a Director, trustee, Officer, employee or other agent of another organization in which it directly or indirectly owns shares or of which it is directly or indirectly a creditor, and each person who is or was serving at the request of the Corporation in any capacity with respect to any employee benefit plan against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him in connection with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in office or thereafter, by reason of his or her being or having been such a Director, Officer, employee, agent or trustee, or having served in any capacity with respect to any employee benefit plan, or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which he shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Corporation, or to the extent that such matter related to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Expenses, including but not limited to counsel fees and disbursements, so incurred by any such person in defending any such action, suit or proceeding may be paid from time to time by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized hereunder, which undertaking may be accepted without reference to the financial ability of such person to make repayment.

As to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification,

(a) by a vote of a majority of the disinterested Directors then in office (even though the disinterested Directors be less than a quorum); or

(b) by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director, Officer, employee or agent appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; or

(c) by vote of the holders of a majority of the members at the time entitled to vote for Directors, voting as a single class, exclusive of any interested persons. Expenses including counsel fees, reasonably incurred by any such Director, Officer, employee or agent in connection with the defense, or disposition of any such action, suit or other proceeding, may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he shall be adjudicated to be not entitled to the indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Director, Officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. Further, no such approval shall prevent the recovery from any such Officer, Director, employee, agent or trustee or any such person serving in any amounts paid to him or on his or her behalf as indemnification in accordance with the preceding sentence if such person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in reasonable belief that his or her action was in the best interests of the Corporation or, to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. By action of the Board of Directors, notwithstanding any interest of the Directors in such action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors may from time to time deem appropriate, on behalf of any person who is or was a Director, Officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, Officer, employee or other agent of another organization or with respect to any employee benefit plan, in which it directly or indirectly owns shares or of which it is directly or indirectly a creditor, against any liability incurred by him in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such liability. As used in this paragraph, the terms “Directors”, “Officers”, “employees”, and “agents” include their respective heirs, executors and administrators, and an “interested” Director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

The Officers of the Corporation shall be a President, a Vice-President, a Secretary-Treasurer, and a Communication Coordinator. Such other Officers and assistant Officers as may be deemed necessary by either the members or the Board of Directors may be elected or appointed by either the members or the Board of Directors.

The Officers of the Corporation shall be elected at the annual meeting of the members. The term of office for the President and Vice-President shall be one (1) year and will not exceed three consecutive years. The term of office for the Secretary-Treasurer and Communication Coordinator shall be two (2) years. Officers of the Corporation must be members who have paid their dues. A slate of nominees to serve as Officers for any vacancies or expiring terms shall be presented at the annual meeting of the members by the Board of Directors. Nominations may be taken from the floor. Each Officer shall hold office through the adjournment of the annual meeting of members or until his or her successor shall have been elected and qualified whichever is later. or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

Any Officer or agent elected or appointed by the Directors may be removed by the members whenever in their judgment the best interests of the Corporation would be served thereby.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Executive Committee for the unexpired portion of the term.

The President shall be the principal Executive Officer of the Corporation and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the members and of the Directors. He may sign, with the Secretary-Treasurer or any other proper Officer of the Corporation thereunto authorized by the Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these Bylaws to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors or the members from time to time.

The Vice-President shall, in the absence of the President, shall exercise all the powers of the President while such absence continues; and in the absence of both the President and Vice President, unless the President (firstly) or Vice President (secondly) appoints another, the senior Director with regard to numbers of years of service to the Corporation shall exercise all the powers of the President or Vice-President while such absence continues. Upon completion of the term, the Vice-President shall succeed the President.

The Secretary-Treasurer shall keep the minutes of the members’ and of the Directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as otherwise required, be custodian of the corporate records and of the seal of the Corporation and keep a register of the post office address of each member which shall be furnished to the Secretary by such member, have general charge of the membership books of the Corporation and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Directors. If required by the Directors, the Secretary-Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws, submit an updated financial report to each Board of Directors meeting, submit an updated financial report to the members at each annual meeting, and in general perform all of the duties as from time to time may be assigned to him by the President or by the Directors.

The Communication Coordinator shall be responsible for the printing and distribution of the proceedings of the annual meeting, the Newsletter, Journal, and other such communications as deemed appropriate by the Board of Directors.

The salaries of the Officers, if any, shall be fixed from time to time by the Directors and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Nothing herein contained shall be construed to preclude any Officer from serving the Corporation in any other capacity and receiving reasonable compensation therefrom.