Constitution of the
American Society for Eighteenth-Century Studies
(ratified by the membership
2011)
ARTICLE I. NAME
The name of this Society shall be The
American Society for Eighteenth-Century Studies.
ARTICLE II. PURPOSE
Section 1. The purpose of this Society shall be the encouragement and advancement
of studies and research in the history of eighteenth-century culture in its
broadest sense. The Society shall be a general not-for-profit corporation as
described in the appropriate section(s) of the Internal Revenue Code of the
United States of America and shall meet requirements set forth under said Code.
Section 2. The Society shall carry out its stated
purpose by promoting the exchange of information and ideas among members of the
various scholarly disciplines engaged in eighteenth-century studies through
interdisciplinary meetings, publications, joint research, and any other means
it may deem appropriate.
ARTICLE III. MEMBERSHIP AND DUES
Section 1. Membership in the Society shall be open to any person or institution
interested in the purposes of the Society upon payment of one year's dues. Only
members in good standing shall have the right to vote, and only regular and
sponsoring members shall hold office.
Section 2. a) There shall be the following membership categories: regular members;
student members; sponsoring members; and institutional members. b) The dues
within each category shall be determined by the Executive Board with advance
notice of any change in dues published in at least one of the Society's
publications, as stipulated in the Bylaws. c) The dues shall include a subscription
to the Society's journal and shall, in any category, cover at least the actual
printing and postage costs of all publications sent to members in that
category.
Section 3. The members of the Society shall be divided into disciplinary
categories, established in the Bylaws, for holding office and for distribution
of membership on certain committees and boards. The disciplinary categories
shall represent the range of intellectual interests of the membership and the
fundamental multidisciplinary commitment of the Society.
ARTICLE IV. AFFILIATION
Section 1. The Executive Board may apply for membership for the Society in
appropriate scholarly organizations.
Section 2. Applications for affiliation to the Society by local, regional, and
other scholarly organizations may be accepted by the Executive Board when,
ascertaining that the nature and activity of the organization reflect the
purposes of the Society, it deems such affiliation appropriate. The affiliation
shall continue until the Executive Board accedes to the request of an
affiliated society to dissolve the affiliation, or so long as the nature and
activity of the affiliated organization reflect the purposes of the Society.
ARTICLE V. OFFICERS
Section 1. The elected officers shall be the President, the First Vice President,
and the Second Vice President. The appointed officers shall be the Executive
Director and the Treasurer.
Section 2. The President shall be elected for a one-year term and shall be
ineligible for reelection to this office for five years. It shall be the
President's duty: to preside at meetings of the Executive Board and to convene
the Steering Committee of the Executive Board; to preside at the Business
Meeting of the Society at the Annual Meeting; to formulate policies and
projects for presentation to the Executive Board in accord with chartered
obligations of the Society; and to fulfill the obligations of the office as set
forth in Robert's Rules of Order.
Section 3. a) The First Vice President shall be elected for a one-year term and
shall be ineligible for reelection to this office for five years. The First
Vice President shall be a member of the Executive Board and of the Steering
Committee for the Executive Board and shall have such duties as are determined
from time to time by the Executive Board. b) If the office of President shall
become vacant, the First Vice President shall become President.
Section 4. a) The Second Vice President shall be elected for a one-year term and
shall be ineligible for reelection to this office for five years. The Second
Vice President shall be a member of the Executive Board and shall have such
other duties as are determined from time to time by the Executive Board. b) If
the office of the First Vice President shall become vacant, the Second Vice
President shall become First Vice President.
Section 5. Nominees for Second Vice President shall be members of a discipline
different than that of the First Vice President. This restriction shall not
apply should a person elected to one office serve the unexplored term of a
person elected to the office of President or of First Vice President.
Section 6. The Executive Director shall be the chief administrative officer of the
Society. It shall be the Executive Director's duty, under the direction of the
Executive Board: to oversee the affairs of the Society; to administer the
day-to-day business of the Society and to be responsible for the continuing
operations of the Society; to prepare and circulate a newsletter and other
notices, bulletins, or communications to the members; to coordinate the
Society's scholarly publications and to supervise the publication, editing and
distribution of all other ASECS publications; to advise the Board in arranging
the Society's elections with the assistance of a Nominating Committee; to
participate in the formulation of policies and projects for submission to the
Executive Board; to assist the President in preparing for meetings of the Executive
Board; to work with the Treasurer in managing the financial affairs of the
Society including the preparation of the annual budget; to execute the
instructions of the Board; to oversee the activities of affiliated
organizations; to direct various fellowship and prize programs; to establish
and maintain relations with other learned societies; and to perform such other
duties as the Board may direct. The Executive Director shall report to the
Board at the time(s) it designates and shall be a member of the Executive Board
and of the Steering Committee of the Executive Board with vote.
Section 7. The Treasurer shall administer all the financial affairs of the
Society. It shall be the Treasurer's duty, under the direction of the Executive
Board: to be responsible for the receipt and disbursement of the monies of the
Society in a manner consonant with the Society's purposes and interests, to
arrange for the safekeeping of the assets of the Society and to do so in the
most advantageous and secure means possible. The Treasurer (with the assistance
of the Executive Director) shall prepare and present the annual budget to the
Executive Board, shall report to the Board at its pleasure, and shall provide a
written annual report to the Board on the date it designates. The Treasurer
shall report to the members of the Society at the annual Business Meeting and
by means of an abridged report in a publication of the Society. The Treasurer
shall cooperate in an annual audit of the Society's affairs and shall recommend
to the Board for its approval a competent auditor for that task. The Treasurer
shall be a member of the Executive Board and of the Steering Committee of the
Executive Board with vote.
Section 8. The Executive Director and the Treasurer shall be appointed by the
Executive Board for a specified term not to exceed three years and may be
reappointed.
ARTICLE VI. THE EXECUTIVE BOARD
Section 1. a) The Executive Board shall be the governing body of the Society. It
shall be constituted of the following members: the elected and appointed
officers; the immediate Past President of the Society; and six additional
members elected by the members of the Society for three-year terms, with two
members being replaced each year. b) No member of the Executive Board may hold
office for more than one three-year term, except in one of the following cases:
(i) When a member is elected as an officer of the
Society either during or upon completion of a term on the Board, the member may
serve more than a three-year term. (ii) After a member has passed a period of
at least three years of non-membership on or three years without being a voting
member of the Board, the member may again be elected to a full three-year term.
(iii) At the conclusion of a term as a voting member of the Board, a Past
President becomes an honorary member of the Board, is to be notified of its
meetings, and may attend Board meetings. (iv) When a
vacancy occurs among the members of the Board who are not officers in the
period between elections, the Board may fill the vacancy temporarily with a
recent member of the Board. The vacancy shall be filled permanently at the next
election.
Section 2. No more than three members of the Executive Board, excluding the
Executive Director and Treasurer, shall be members of the same discipline.
Section 3. The Executive Board shall determine the policies, manage the property,
conduct the business, and care for the general interests of the Society. It
shall fix the amount of the dues and the date upon which any change of dues
becomes effective (subject to provisions in Article III above). It shall
appoint the standing committees and such other committees as it deems
necessary. It may authorize its officers to employ persons to carry on the
business of the Society. The Executive Board shall call and be responsible for
an Annual Meeting at a place and time it deems appropriate. It shall approve
the agenda for the Business Meeting to be held at the time of the Annual
Meeting. It shall, in emergencies, have the power to cancel the Annual Meeting
or to change its date or location. The Executive Director shall report the
Board's deliberations and actions to the membership at the Business Meeting and
in one of the Society's publications.
Section 4. The Executive Board shall meet at least once a year at the time of the
Annual Meeting of the Society and at such other times as it may determine, or
at the call of the President, or, if the President is unable to act, at the
call of the First Vice President, or, if both are unable to act, at the call of
the Second Vice President, or at the written request of at least four voting
members of the Executive Board directed to the Executive Director, who shall
give ample notice of the meeting, as stipulated in the Bylaws, to all members
of the Executive Board.
Section 5. A quorum of the Executive Board shall be fifty-one percent (51%) of the
members, one of whom shall be the President, the First Vice President, or the
Second Vice President.
Section 6. To transact business in the interim between
meetings of the Executive Board, there shall be a Steering Committee of the
Executive Board composed of the President, the First Vice President, the Second
Vice President, the appointed officers, and one other member of the Board,
elected annually by the Board. In the conduct of its business, the Steering
Committee shall always be subject to the direction of the Executive Board.
ARTICLE VII. ELECTIONS
Section 1. The elections of the Society shall be conducted annually by an
electronic ballot under the direction of the Executive Director.
Section 2. The Nominating Committee, consisting of at least three members of the
Society, shall be appointed by the Executive Board. The Chairperson of the
Committee shall be appointed by the Board. No more than two members of the
Committee may be from the same discipline.
Section 3. Nominations may be made by the Committee or by petition according to
the following procedure:
a) The Nominating Committee, having ascertained the willingness of each nominee
to serve if elected, shall make two nominations for each vacancy among the
additional members of the Executive Board and for the office of Second Vice
President with due regard to the distribution of disciplines as specified in
Article V, Section 5, and Article VI, Section 2, above. The Nominating
Committee shall nominate the First Vice President for President and the Second
Vice President for First Vice President if each consents to serve.
b) Whenever the First Vice President does not consent to serve as President,
the Second Vice President, if he/she consents, shall be nominated for President
and the Nominating Committee shall make two nominations for the office of First
Vice President. Whenever the Second Vice President does not consent to serve as
First Vice President, the Nominating Committee shall also make two nominations
for the office of First Vice President.
Section 4. The Nominating Committee shall make its report to the Executive
Director amply in advance of the Business Meeting, as stipulated in the Bylaws.
Its report shall be circulated to the membership in advance of the Annual
Meeting together with instructions for the use of petitions to nominate for the
office of Second Vice President (and, if necessary, First Vice President) as
stipulated in Article VII, Section 3b above, and for the additional members of
the Executive Board.
Section 5. Nominations by petition for the offices stipulated in Section 3 above
shall be made by members in good standing to the Executive Director amply in
advance of the Annual Meeting, as stipulated in the Bylaws. A petition to be
valid shall contain the signatures of at least twenty members in good standing
and must be accompanied by a statement from the nominee declaring a willingness
to serve if elected.
Section 6. The Executive Director shall enter on the ballot the names proposed for
officers of the Society and for elected members of the Executive Board by the
Nominating Committee as well as names proposed by valid petition for an
elective office except President and First Vice President (unless these offices
are vacant ).
Section 7. The Executive Director shall provide voting instructions to all those
eligible to vote well in advance of the first day of the Annual Meeting of the
Society, as stipulated in the Bylaws.
Section 8. A report of all duly cast electronic ballots received shall be
presented to the Executive Board.
Section 9. a) The candidate nominated for President shall be declared elected, and
unless there is a contest for the office of First Vice President, the candidate
nominated for that office shall be declared elected. b) The qualified candidate
receiving the highest number of votes for the office of Second Vice President
shall be declared elected. c) The qualified candidate(s) receiving the highest
number of votes for the vacancies on the Executive Board shall be declared
elected. d) In the event that balloting results in a
tie, it shall be broken in a manner to be determined by the Executive Board.
Section 10. The Executive Director shall announce the results of the balloting to
the Executive Board and at the Business Meeting held at the Annual Meeting.
Section 11. Officers and elected members of the Board, including the immediate Past
President, shall officially begin their term of office on the first day of July
following their election. If the office of Second Vice President or any seat on
the Executive Board (except that of immediate Past President) becomes vacant
before the scheduled election to that position, the Executive Board, in
consultation with the Nominating Committee, shall appoint a member of the
Society to fill that office or seat until the next scheduled election. At that
time, the Nominating Committee shall ensure that there are at least two
candidates for any office or seat so filled, including that of the Second Vice Presidency or member of the Board.
ARTICLE VIII. COMMITTEES AND ADDITIONAL APPOINTIVE POSITIONS
Section 1. The Executive Board may, at its discretion and for such terms of office
as it may decide, appoint standing committees, ad hoc committees and create
additional positions.
Section 2. Members of such committees and holders of such appointive positions may
serve as consultants to the Executive Board but shall have no vote at Board
meetings unless they are members of the Executive Board.
Section 3. The Executive Board shall define the duties of all standing and ad hoc
committees and of the additional positions it creates, and the Executive
Director shall inform the members of the Society of the Board's actions and of
the actions of these committees through a newsletter or by any other
appropriate means.
ARTICLE IX MEETINGS
Section 1. There shall be an Annual Meeting of the Society to be held at a time
and place determined by the Executive Board; normally, twelve months' notice of
the place and time shall be given to all members. In an emergency, the
Executive Board shall have the power to cancel or change the date or location
of the Annual Meeting.
Section 2. Other special meetings of the Society may be arranged at the discretion
of the Executive Board, but no business affecting the whole membership of the
Society shall be discussed or concluded at such meetings unless advance notice,
as stipulated in the Bylaws, has been given to all members.
Section 3. The Annual Meeting shall be conducted under the direction of the
Executive Board in recognition of and on behalf of the scholarly interests of
the members of the Society.
Section 4. The Executive Board shall appoint a Committee on the Annual Meeting,
which shall be composed of members representing the range of intellectual
interests of the membership and the fundamental multidisciplinary commitment of
the Society.
Section 5. The rules, guidelines, and instructions established by the Executive
Board for the conduct of the Annual Meeting shall be available in "The
Handbook of the Annual Meeting," published annually in one of the
Society's publications and sent to all organizers of sessions of the Annual
Meeting
Section 6. The Executive Board shall call a Business Meeting open to all members
in good standing, to convene at the time of the Annual Meeting.
Section 7. The Business Meeting may consider resolutions and deal with proposals
of any kind concerning the affairs of the Society, including approval of
officers appointed by the Executive Board, and exercise any power not reserved
to the Executive Board, the Nominating Committee, the Committee on the Annual
Meeting, and the elected and appointed officers of the Society. A majority vote
shall suffice to pass resolutions at the Business Meeting except when Robert's
Rules provides otherwise. At least twenty percent (10%) of the Society's
members in good standing who have registered for the Annual Meeting shall be in
attendance at the Business Meeting for official votes to be conducted.
Section 8. Measures adopted by the Business Meeting shall come before the
Executive Board for acceptance, nonconcurrence, or
veto within 180 days of their adoption. If accepted, they shall be binding on
the Society.
Section 9. The Executive Board shall veto any measure adopted by the Business
Meeting that it believes to be in violation of the Society's Constitution or which,
on advice of counsel, it judges to be in violation of the law. The Board shall
publish an explanation of such a veto.
Section 10. The Executive Board may vote to concur in any measure adopted by the
Business Meeting. Within eight months (240 days) of the adoption of a measure
at the Business Meeting with which it does not concur, the Board shall publish
its opinion of each measure at the Business Meeting with which it does not
concur and submit the measure to the entire membership by means of an electronic
ballot. If approved by a majority of the members participating in the
electronic ballot, the measure shall be binding on the Society. The Executive
Board shall receive a printed report of the results of the voting.
Section 11. The Executive Board may postpone (until the next Business Meeting at
the Annual Meeting) the implementation of any measure adopted at a Business
Meeting and/or approved by an electronic ballot if in its judgment that measure
is not financially or administratively feasible. The Board shall publish an
explanation of such a postponement and shall place the matter on the agenda at
the next Business Meeting. No such postponement may continue more than eighteen
months.
Section 12. The Executive Director, with the approval of the Executive Board, shall
establish a means of identifying members in good standing who attend and wish
to vote at the Business Meeting of the Annual Meeting.
ARTICLE X. AMENDMENTS AND
DISSOLUTION
Section 1. Motions to adopt a new Constitution of the Society or to amend the
existing Constitution may be initiated by action of the Executive Board or by
action of the annual Business Meeting with the concurrence of the Executive
Board, or, if the Executive Board does not concur, by vote of the membership.
(See Article IX Section 10 above) .
Section 2. A proposal to adopt a new Constitution or to amend the existing one
shall be submitted, by means of an electronic ballot, to all members in good
standing for their approval. A reasonable period, as stipulated in the Bylaws,
shall be allowed for balloting. The membership must approve the new
Constitution or the amendments to the existing Constitution by two-thirds vote
of those voting on the issue provided that at least twenty percent (20%) of the
membership have voted. The Executive Board shall receive a written report of
the voting results.
Section 3. The Bylaws of the Society may be amended, augmented, or deleted by the
Executive Board with 45 days notice to the members
before the Business Meeting at the Annual Meeting of the Society. A resolution
passed by the Business Meeting at the Annual Meeting of the Society challenging
a new bylaw or deleting or amending an existing bylaw shall be dealt with by
the Executive Board in the same manner as are other resolutions adopted at the
Business Meeting.
Section 4. Motions to dissolve the Society may be initiated by the Executive Board
or by resolution adopted at the Business Meeting of the Society. Such
resolutions must be submitted for approval by means of a
electronic ballot to members in good standing and must be approved by
two-thirds vote of those voting on the resolution, provided that at least ten
percent (10%) of the membership have voted on the resolution. A reasonable
period, as stipulated in the Bylaws, shall be allowed for balloting on such a
resolution. The Executive Board shall receive a written report of the voting
results.
Section 5. In case of the dissolution of the Society, any assets remaining after
the obligations of the Society have been paid shall be distributed to such
not-for-profit, exempt organizations under Section 501 of the Internal Revenue
Code of the United States of America, as it may then be amended, operated in
the United States or Canada for scholarly or educational purposes similar to
those of the Society, as the Executive Board shall elect.
ARTICLE XI. PROCEDURES
Unless otherwise specified in the
Constitution or the Bylaws, the business of the Society, its Board, and its
committees shall be conducted to conform with the
procedures contained in the most recent edition of Robert's Rules of Order.
ARTICLE XII. TRANSITION TO THE NEW CONSTITUTION
A new Constitution shall become
effective on the first day of July following its adoption by the membership.
(The appropriate portions of the
Constitution appear where necessary at the end of the Bylaw.)
MEMBERSHIP AND DUES
Bylaw 1. A person shall be
eligible for student membership for a maximum period of four years. (Article
III.2)
Bylaw 2. "Regular" members shall be defined as all individual members
in good standing excluding those holding student memberships.
Bylaw 3. For purposes of this Constitution, the disciplinary categories shall be
defined as follows:
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(a) |
English and American Language and Literatures |
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(b) |
Languages and Literatures other than English and
American |
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(c) |
Music, Visual Arts, and Performing Arts |
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(d) |
History |
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(e) |
All Other Disciplines |
Bylaw 4. The dues within each category shall be determined by the Executive
Board with notice of any change in dues published in at least one of the
Society's publications no less than 90 days before the next Annual Meeting of
the Society and at least 90 days before the new dues are to take effect.
(Article III, Section 1b)
Bylaw 5. When the mailing fees assessed by the United States Postal Service
require a surcharge to the dues of members with mailing address outside North
America to cover additional mailing costs, the Executive Board may assess such
a surcharge to the dues of those members provided that such a surcharge
reflects only those additional mailing costs reported to the Board by the
Treasurer or other responsible fiscal officer. The Board shall review the need
for such a surcharge annually. Article (III, Section 2)
EXECUTIVE BOARD
Bylaw 6. The Executive Board shall meet at least once a year at the time of the
Annual Meeting of the Society and at such other times as it may determine, or
at the call of the President, or, if the President is unable to act, at the
call of the First Vice President, or, if both are unable to act, at the call of
the Second Vice President, or at the written request of at least four voting
members of the Executive Board directed to the Executive Director who shall
give notice of the meeting to all members of the Executive Board at least 21
days before the date of the meeting. (Article VI, Section 4)
ELECTIONS
Bylaw 7. Nominations shall be made according to the following procedures:
(a) As provided in Article VII, Section 4, the
Nominating Committee shall make its report to the Executive Director at least
150 days before the Business Meeting. Its report shall be circulated to the
membership 100 days before the Annual Meeting together with instructions for
the use of petitions. (Article VII, Section 4)
(b) As provided in Article VII, Section 5, nominations by petition for officers
shall be made to the Executive Director at least 65 days prior to the Annual
Meeting (Article VII, Section 5).
Bylaw 8. The Executive Director shall provide voting instructions to all those
eligible to vote at least 42 days before the first day of the Annual Meeting of
the Society (Article VII, Section 7).
MEETINGS
Bylaw 9. Other special meetings of the Society may be arranged at the discretion
of the Executive Board, but no business affecting the whole membership of the
Society shall be discussed or concluded at such meetings unles
60 days notice has been given to all members.
(Article IX, Section 2)
Bylaw 10.
a) Any member of the Society may, subject to the following rules,
present resolutions at the annual Business Meetings
b) Resolutions must be received by the Executive Director at least 21 days
before the annual Business Meeting, must be in parliamentary form, and must be
signed by at least 20 members in good standing of the Society.
c) Resolutions must not be more than 500 words in length including all
introductory materials.
d) They must deal with matters of concern to the Society, to scholarship, or to
the academic profession.
e) Normally, resolutions will be placed on the agenda in the order in which
they are received, but resolutions which reach the office of the Executive
Director in time to be published immediately before the Annual Meeting shall,
if the Steering Committee so determined, be published in the Program.
f) Where it deems appropriate, the Executive Board, or the Steering Committee
acting on its behalf, may place resolutions on the agenda without regard to the
date of receipt.
g) The Executive Board may also, at its discretion, associate any resolutions
offered by a member with any item of business on the agenda. (Article IX
Section 7)
Bylaw 11. To ensure fair and equitable consideration of all resolutions offered
by members, the Executive Director, with the approval of the Executive Board or
the Steering Committee, may, in preparing the agenda, fix duration of debate on
each resolution and impose rules of cloture, but the Business Meeting, by
two-thirds vote, may override any rules of cloture. (Article Vl Section 3; Article IX Section
7)
AMENDMENTS AND DISSOLUTION
Bylaw 12. A proposal to adopt a new Constitution or to amend the existing on
shall be submitted, by means of an electronic ballot, to all members in good
standing for their approval. At least 90 days shall be allowed for balloting.
(Article X, Section 2)
Bylaw 13. Motions to dissolve the Society may be initiated by the Executive Board
or by resolution adopted at the Business Meeting of the Society. Such resolutions
must be submitted for approval by means of an electronic ballot to members in
good standing and must be approved by two-thirds vote of those voting on the
resolution, provided that at least ten percent (10%) of the membership have
voted on the resolution. At least 90 days shall be allowed for balloting on
such a resolution. (Article X, Section 4)
OTHER
Bylaw 14. The Executive Board may appoint an official parliamentarian who shall
hold office for one year and may be reappointed indefinitely. The parliamentarian
shall advise and assist the President in the conduct of the Business Meeting
and perform other duties appropriate to his or her office. (Article Vl, Section 3; Article VII,
Section l)