§ 2.1Statement of purposes

1. The Society is an academic association of researchers, teachers and others devoted to the study of Pentecostal and charismatic theology.
2. The Society is ecumenical within the Pentecostal tradition. It represents no denomination and welcomes the region's diverse ecclesial expressions, as well as scholars of other traditions interested in its field of study.
3. The Society is mindful of the linguistic, cultural and island diversity of its membership and seeks to meet their different needs for scholarly support.
4. The Society accepts a special responsibility for promoting these studies in the Caribbean and its diaspora. It does so by organizing meetings, publishing and promoting works, supporting emerging scholars and representing its members before other academic bodies.

§ 2.2Mission

To promote the scholarly study and public understanding of Pentecostal theology from and for the Caribbean and its diaspora.

§ 2.3Vision

To be the leading forum in the Caribbean for a Pentecostal theology that is rigorous, contextual and relevant to the historical, cultural, social and ecclesial realities of Caribbean peoples.

§ 2.4Activities

To fulfill its mission, the Society may:

1. Hold an annual conference, seminars, forums and online meetings.
2. Publish a peer-reviewed journal (Article VIII) and other scholarly and educational works.
3. Support research, students and emerging scholars, including through prizes and scholarships.
4. Share knowledge through digital media (Article IX).
5. Collaborate with institutions of higher education and related academic societies.
6. Carry out any other lawful activity consistent with these purposes and with Section 3.2.

§ 2.5Political neutrality

The Society does not participate, directly or indirectly, in campaigns for or against candidates or parties. Its members' opinions do not represent the institutional position. No member may use the Society's name, resources or channels for electoral purposes.

§ 4.1Eligibility

Membership is open to individuals and institutions that support the Society's purposes and accept these Bylaws and the Code of Conduct, without distinction as to race, color, sex, national origin, language or denomination.

§ 4.2Categories

The Society has the following categories:

The founders are Academic members by virtue of their founding status, whether or not they meet the qualifications listed above; their founding status is governed by Article V. Any member may serve on committees unless these Bylaws provide otherwise. On the Society's portal, Academic members appear as "Scholar", Associate members as "Ministry" or "Public", and Institutional members as "Institution".

§ 4.3Admission

1. Individuals. The applicant: (a) submits the application on the Society's official portal; (b) presents the endorsement of two active members; (c) pays the dues for the category; (d) if a student, provides proof of enrollment; and (e) affirms the Society's purposes and accepts these Bylaws and the Code of Conduct.
2. Institutions. The institution: (a) submits the application; (b) shows its legal existence or accreditation; (c) pays the dues; and (d) sends a certification from its governing body designating its representative.
3. Review. The Membership Committee makes a recommendation within thirty (30) days. If it does not, the application goes directly to the BD. The BD decides at its next meeting.
4. Report to the Assembly. At each regular Assembly, the BD Secretary presents the list of members admitted since the previous one.
5. Denial. Notice is given in writing with reasons. The person may ask the BD to reconsider within thirty (30) days, or reapply after twelve (12) months.
6. Initial period. During the initial period (Section 13.1), the founders may give the two endorsements of item 1(b).

§ 4.4Active member

An active member is one whose membership is current and whose dues are paid, or who is exempt from them. Benefits reserved for members, including the full text of the journal, belong only to active members.

§ 4.5Dues

The Assembly sets dues by simple majority, on the BD's proposal, in U.S. dollars (USD). Dues are paid upon admission and then on each anniversary of admission. Retired, student and unemployed members, and those the BD determines for financial reasons, pay half the dues. Dues are non-refundable and are not a deductible donation unless the Society certifies so in writing and the law allows it.

§ 4.6Life members

The following are exempt from future dues:

1. A member who has paid twenty-five (25) annual dues; and
2. A member whom the Assembly, on the BD's proposal, raises to this status in recognition of distinguished service to the Society.

§ 4.7Honorary members

1. The FB appoints them, on the BD's proposal or on its own initiative, from among persons of scholarly distinction in the field.
2. There shall be no more than fifteen (15) honorary members at any time.
3. No more than one shall be appointed per year, except that two may be appointed in exceptional circumstances.
4. They pay no dues, receive publications at the BD's discretion and may attend the Assembly without a vote.
5. The person accepts the appointment in writing.

§ 4.8Lapse and restoration

The membership of anyone who has not paid dues by the anniversary of admission lapses. It is automatically restored, with seniority, upon payment of the overdue dues, for up to two (2) years. After that period, the person must apply again. A lapse is not a sanction.

§ 4.9Rights and duties

Every active member may attend the Assembly and conferences, receive the publications the Society determines and propose matters and candidates. Voting members vote in the Assembly; each person has one vote. Every member must observe the Code of Conduct and respect the confidentiality of reserved matters.

§ 4.10Resignation

A member may resign at any time by written notice to the BD Secretary. Resignation gives no right to a refund.

§ 4.11Sanctions

Reprimand, suspension and separation of a member are governed exclusively by Article XI.

§ 4.12No personal liability

Members are not personally liable for the debts or obligations of the Society.

§ 4.13Active membership required for office

No one may hold or take up any office or seat in the Society, on the FB, the BD, a committee or the Editorial Board, without being an active member (Section 4.4). An appointment or election takes effect only when the person is an active member. If an officeholder stops being an active member, his or her functions are suspended until membership is restored; if it is not restored within sixty (60) days, the office becomes vacant and is filled under these Bylaws. A founder's seat on the FB never becomes vacant under this section: the founder's FB functions stay suspended until membership is restored, and no new founding position is created (Section 5.2). This section does not apply to external members of the Editorial Board (Section 8.4) or to an independent outside evaluator.

§ 6.1Nature

The Board of Directors (BD) is the executive body of the Society. It manages the Society's affairs and exercises all its powers, except those that the law, the Certificate of Organization or these Bylaws reserve to the Assembly or the FB. Between assemblies it carries out the work plan and is accountable to both.

§ 6.2Composition

The BD has five (5) offices: President, Vice President, Secretary, Treasurer and Member-at-Large. No one may hold two BD offices at once. During the initial period, Section 13.1 applies.

§ 6.3Qualifications

To be elected to the BD, a person must:

1. Be of legal age and an active member of an eligible category (Section 4.2), with at least one (1) year of membership.
2. Affirm the Society's purposes and sign the conflict-of-interest statement (Section 10.10).
3. Have no current disciplinary sanction or disqualification (Section 11.4).
4. Not be the spouse, partner or relative within the second degree of another BD member.
5. For the office of Treasurer, receive no compensation from the Society for other services.

Efforts shall be made so that no more than two BD members belong to the same denomination and so that the BD reflects the island and linguistic diversity of the membership.

§ 6.4Separation of tiers

Founding offices and executive offices are distinct. A founder may be elected to the BD like any eligible member, but no more than two BD offices may be held by founders at the same time. While holding an executive office, the founder abstains in the FB from ratifying, objecting to or vetoing BD decisions in which he or she took part. Losing an executive office does not affect the founding office. During the founding stage (Section 13.4), the limit of two founders on the BD does not apply.

§ 6.5Terms and service limits

1. Each office of the BD is elected for one (1) year, and the person serves until a successor takes office. All five offices are elected each year at the regular Assembly.
2. A person may be re-elected to the same office up to two (2) consecutive times, for a maximum of three (3) years in a row in that office. Serving more than half a term counts as a full term.
3. This one-year term does not apply to the founders' seats on the FB, which are permanent (Section 5.3). If a founder is elected to a BD office, that executive office lasts one (1) year like any other.
4. Anyone who has served six (6) continuous years on the BD may not be re-elected to the BD for one (1) year, except to the Presidency.
5. No one who has served twelve (12) continuous years in any elected or appointed position of the Society, not counting founding status, may be elected or appointed to another for one (1) year.

§ 6.6Nominations

Ninety (90) days before the regular Assembly, the BD forms a three-member Nominating Committee, one of them appointed by the FB. Its members may not be candidates. Voting members may suggest candidates to it, or nominate directly by a petition signed by ten (10) of them, delivered thirty (30) days before the Assembly with the nominee's written acceptance. The Committee publishes the slate of candidates at least fifteen (15) days before the Assembly.

§ 6.7Election, ratification and taking office

The Assembly elects by secret ballot, in person or electronically, by simple majority of the valid votes. If no one obtains it, the vote is repeated between the two candidates with the most votes. The BD Secretary certifies the result and sends it to the FB within three (3) days. The new BD takes office when the FB ratifies or the period of Section 5.7(2) expires. The outgoing BD hands over minutes, accounts, operating credentials and inventory within thirty (30) days.

§ 6.8Operation

The BD meets at least every two (2) months, in person or virtually. Its quorum is three (3) members. It decides by simple majority; in the event of a tie, the President decides. It may act without a meeting under Section 7.7. The Secretary sends a copy of each set of minutes to the FB Secretary within ten (10) days, and the BD reports to the FB in writing at least every six (6) months.

§ 6.9Offices

• President. The chief executive, legal representative and spokesperson of the Society. Calls and presides over the BD and the Assembly; carries out resolutions; presents the annual report and the presidential address; signs contracts and official documents authorized by the BD together with the Secretary, and agreements longer than one year also with the Founding President; coordinates the committees and appoints special committees.
• Vice President. Substitutes for the President; liaises with the Program Committee; coordinates academic partnerships and interest groups; and takes on what the President delegates.
• Secretary. Drafts and keeps the minutes of the BD and the Assembly; sends notices and calls to meetings; maintains the membership register, the voter list and the corporate records; certifies copies; handles correspondence and official email; and coordinates news with the Communications Committee.
• Treasurer. Oversees the funds; collects dues, donations and registrations into the Society's accounts; keeps the books; makes authorized payments (Section 10.2); prepares the budget (Section 10.3); reports at each regular BD meeting and to the Assembly; ensures tax filings are made; facilitates the annual review; and liaises with the Membership Committee.
• Member-at-Large. Represents the members, especially students and less-represented islands or countries; temporarily substitutes for the Secretary or Treasurer; liaises with the Communications Committee; and promotes linguistic diversity in the Society's activities.

§ 6.10Resignation

A BD member resigns in writing to the President (or, if the President resigns, to the Vice President), with a copy to the FB Secretary and preferably thirty (30) days in advance. It takes effect on the date stated or upon receipt, and is irrevocable once effective. Within fifteen (15) days, the person hands over the Society's documents, funds, credentials and property. It does not imply resignation from membership or, where applicable, from founding office.

§ 6.11Removal

A BD member may be removed from office only for cause, under Level I or II of Section 11.4 and the procedure of Section 11.5. A disagreement over policy or direction is not cause.

§ 6.12Vacancies

A vacancy is filled on an interim basis according to this table. The interim officer serves until the next Assembly, which elects the person who will complete the term.

In an emergency in which the BD cannot reach a quorum, the BD President together with the FB may appoint an eligible member for up to six (6) months.

§ 6.13Compensation

The BD President, Secretary and Treasurer may be paid for their offices, full time or part time, under Section 10.11. The BD sets out in writing the duties and hours of each paid office. The Vice President and the Member-at-Large are unpaid.

§ 8.1Standing committees

Each committee has a written mandate, terms of appointment and a reporting method. Its members keep confidential the matters in their charge.

§ 8.2Special committees

The BD or its President may create special committees by a resolution stating their mandate, duration and members.

§ 8.3Limits

A committee exercising powers delegated by the BD includes at least two BD members. No committee exercises powers reserved to the Assembly (Section 7.2) or the FB (Section 5.7). The BD remains responsible for the affairs of the Society.

§ 8.4Journal and Editorial Board

The Society publishes the peer-reviewed Journal of Caribbean Pentecostal Theology / Revista de Teología Pentecostal Caribeña. The FB may change the title by a resolution reported to the Assembly. The FB appoints an Editor-in-Chief for three (3) years, renewable once; in the final year, the successor may serve alongside as editor-elect. The Editorial Board consists of the Editor-in-Chief and four scholars appointed by the FB on the Editor's proposal, for three (3) years. At least two are not on the BD; they need not be members of the Society; and efforts are made for them to represent different islands and languages.

§ 8.5Editorial independence and ethics

The Editor-in-Chief and the Editorial Board decide what is published, through double-blind peer review with at least two external reviewers. Neither the FB, nor the BD, nor anyone holding office in the Society decides on individual articles. The journal follows recognized standards of publication ethics (for example, those of the Committee on Publication Ethics), including: independence from commercial interests, handling of conflicts of interest, protection of good-faith whistleblowers and transparent correction or retraction. If a manuscript is by an editor or by a member of the FB or BD, another editor handles it without that person's involvement.

§ 8.6Publication standards

The journal publishes in Spanish and English, with a bilingual abstract, and has an ISSN. It publishes at least two (2) issues per year during its first three years and at least four (4) per year thereafter. Each article has a permanent web page with the author, publication details, abstract and access terms, and a DOI. The Editorial Board publishes and maintains its editorial policies.

§ 8.7Rights and access

Authors keep their copyright unless otherwise agreed in writing, and grant the Society the rights needed to publish, archive and distribute their work. The BD, after hearing the Editorial Board, approves and publishes the policy on open access and on access reserved to active members, and includes the journal's budget in the annual budget.

§ 10.1Accounts

Funds are held in accounts in the Society's name, at institutions approved by the BD. No account is opened in an individual's name.

§ 10.2Signatures and limits

The BD President and Treasurer are authorized signers; the BD may authorize others. Any payment or commitment above $1,500, or another amount the BD sets by resolution reported to the Assembly, requires prior BD approval or the written approval of two signers. Any agreement longer than one year requires BD approval and the signatures of Section 5.12.

§ 10.3Budget

The Treasurer prepares the budget before each fiscal year and the BD approves it. The BD presents it to the regular Assembly and may amend it during the year, reporting the change at the next one.

§ 10.4Books and reports

The Treasurer keeps complete books. At each regular Assembly the Treasurer presents the financial report for the closed fiscal year, which the Assembly approves.

§ 10.5Tax and registry obligations

The Society timely files the annual return the IRS requires (Form 990, 990-EZ or 990-N, according to its size), beginning with its first tax year, under the name and EIN on its IRS records. It also files every report Puerto Rico law requires of the Society, including any annual report to the Department of State. The BD reviews each return. The Society keeps its EIN notice, determination letter and registration certificates on file.

§ 10.6Records

The Certificate of Organization, these Bylaws and their history, minutes, the membership register, financial statements, returns and correspondence with the IRS and the Puerto Rico Treasury are kept permanently. Members may inspect the Bylaws, the minutes of the Assembly and the annual financial reports upon written request.

§ 10.7Financial review

If annual revenue or expenses exceed $50,000, the BD engages an independent certified public accountant for a review or audit. Below that amount, the FB appoints a reviewer who is not a BD member. The report is presented to the Assembly.

§ 10.8Loans and donations

The Society does not lend money to founders, directors or officers. The BD may accept donations and grants consistent with the Society's purposes and decline those that compromise its independence.

§ 10.9Duty of loyalty

Founders, directors, editors and committee members act in good faith and in the best interest of the Society, not for personal benefit.

§ 10.10Conflicts of interest

Anyone with a financial or personal interest in a matter, directly or through a family member or business, discloses it before the body decides, withdraws from the discussion and does not vote. The others decide whether a conflict exists and, if so, approve the transaction only if it is fair and reasonable to the Society. The minutes record it. Each founder, director and editor signs a conflict-of-interest statement every year, which the BD Secretary files.

§ 10.11Compensation and reimbursement

The only offices that may be paid are the presidency and the secretaryship of the FB or the BT (Section 5.14) and the presidency, secretaryship and treasury of the BD (Section 6.13). They are paid only when the Society's revenue can support them; until then, and whenever funds are not available, they are served voluntarily. No one is paid for holding any other office on the FB, the BT, the BD, a committee or the Editorial Board. Any pay for an office, and any payment for other services to a founder, director or family member:

1. Is reasonable, measured against what comparable organizations pay for comparable positions and in proportion to the hours of a part-time office;
2. Is set in advance, and reviewed every year, by a Compensation Committee of three (3) active members appointed by the Assembly, none of whom is paid by the Society, holds a paid office or is related to anyone who does; until that Committee is first appointed, pay is set by the BD members who hold no paid office and are not related to anyone who does, if there are at least two of them, and otherwise no pay begins;
3. Is paid only within the budget approved under Section 10.3 and from funds available after the Society's operating obligations are met; unpaid amounts, including periods served voluntarily, do not accumulate as a debt of the Society; and
4. Is recorded in the minutes with the data relied on.

No one is paid for more than one office at a time. The Society reimburses reasonable, documented expenses approved under the BD's policy, reimburses official travel under Section 10.13, and withholds and reports taxes on all pay as the law requires.

§ 10.12Indemnification and insurance

To the fullest extent permitted by Puerto Rico law, the Society indemnifies its founders, directors, editors and committee members for expenses and liabilities arising from their service, if they acted in good faith and in the reasonable interest of the Society. There is no indemnification for willful misconduct, gross negligence or improper personal benefit. The BD obtains directors and officers liability insurance when resources allow.

§ 10.13Official travel

Founders, and trustees once the BT is established (Section 5.15), are reimbursed for official trips on which they represent the Society in their founding or trustee capacity.

1. A trip is official only if the BD authorizes it in writing before it takes place, stating its purpose and travellers; a traveller does not vote on his or her own trip (Section 10.10).
2. The Society covers transportation, including mileage for a personal vehicle at the IRS standard mileage rate, lodging, and meals and other daily expenses up to the federal per diem rate for the destination.
3. Reimbursement may not exceed $1,500 per traveller per trip, unless the BD and the Compensation Committee (Section 10.11) agree in writing to cover a higher amount; until that Committee is first appointed, the BD members who are not travelling decide.
4. The Society pays for no more than three (3) travellers per trip.
5. Travellers submit receipts and any mileage log within sixty (60) days after the trip and return any unspent advance within one hundred twenty (120) days; expenses not documented this way are not reimbursed.
6. These payments reimburse expenses; they are not pay for an office and are not governed by Sections 5.14 and 6.13.

§ 12.1Proposal and notice

An amendment may be proposed by the FB, the BD or ten (10) voting members. The proposal, with its exact text, is presented at an Assembly or sent in writing to all members at least ninety (90) days before the Assembly at which it will be voted on. The BD and the FB study it and issue a written report that accompanies the call to the meeting.

§ 12.2Approval

An amendment requires: (a) two-thirds of the votes of the members present and voting at the Assembly; and (b) the FB's approval by absolute majority, or by unanimity if it affects a protected provision (Section 12.4).

§ 12.3Confirmation

No amendment takes effect until an Assembly, regular or special, held at least three (3) months after its approval, confirms it by simple majority. Confirmation may take place at a virtual special Assembly.

§ 12.4Protected provisions

The protected provisions are: Sections 2.1 to 2.3 (purposes, mission and vision), Article III, Article V, Section 6.4, Section 11.6 and this Article XII.

§ 12.5Exception for legal compliance

The BD, with the FB's approval, may adopt without the foregoing procedure an amendment strictly necessary to comply with the law or maintain the tax exemption. The amendment takes effect immediately and is submitted for confirmation at the next Assembly.

§ 12.6Certification and history

The Founding Secretary certifies each confirmed amendment, updates the official version of these Bylaws and records in the revision history the date, place and Assembly of approval and of confirmation. No amendment may contradict the law, the Certificate of Organization or Section 501(c)(3).

§ 12.7Dissolution

Dissolution requires: (a) two-thirds of the BD members in office; (b) the unanimous approval of the FB, or as provided in Section 5.11; and (c) three-quarters of the votes at a special Assembly called solely for that purpose with at least sixty (60) days' notice. It proceeds in the manner Puerto Rico law requires.

§ 12.8Distribution of assets

After debts are paid or provided for, all remaining assets go to one or more organizations exempt under Section 501(c)(3) with similar purposes, preferably devoted to theological education in the Caribbean, or to a government for a public purpose. No asset passes to a founder, director, officer or member. A court of competent jurisdiction disposes of any assets not so distributed.