Association for Philosophy and Literature
Bylaws

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I. Name. The name of this association shall be the Association for Philosophy of Literature operating under the International Association for Philosophy and Literature under the laws of the U.S. State of Minnesota. The Association shall at all times maintain a registered office and a registered agent. The registered agent shall be one of the Corporation’s officers or the Corporation’s legal counsel (i.e., it’s so-called Executive Committee). The registered office shall be the office of the Corporation’s officer or legal counsel serving as registered agent.

II. Purpose. The object of the association shall be to study and promote the research topics of interest covered on their own or between or across disciplines in the anthropology, archaeology, arts, classical languages, comparative literature, English, French, geography, German, History, linguistics, philosophy, political science and theory, and others doing such work outside the so-called Humanities in the social sciences. The Corporation is organized exclusively for charitable, scientific, and educational purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax Code. More specifically, the purpose of the Corporation is to advance teaching, scholarship, and publication affiliated within the areas mentioned above.

III. Members. There are to be five categories of membership: regular members, student members, retired members, underemployed members, and independent scholars. The dues structure within each category shall be determined by the Membership subject to confirmation by the Executive Committee. The Corporation is organized exclusively for charitable, scientific, and educational purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax Code. More specifically, the purpose of the Corporation is to advance scholarship, across the fields of study mentioned in the Association’s Purpose. There are no geographic limitations on membership.

A. Regular members. These are regular members of the association, usually holding tenured or tenure-track positions. They will pay regular rates for membership in the Association and retain the same rights and responsibilities as all other members.

B. Student members. Students need no permission to become members of the APL.  They will pay a discounted membership rate and retain the same rights and responsibilities as regular members.  

C. Underemployed Members: These members do not hold tenured or tenure track-positions.  They will pay a discounted membership rate and retain the same rights and responsibilities as regular members.

D. Retired Members: These members have retired from tenured or tenure-track positions.  They will pay a discounted membership rate and retain the same rights and responsibilities as regular members.

E. Independent Scholars: These members are artists and theorists who work independently from tenured or tenure-track positions.  They will pay the same membership rate as regular members and retain the same rights and responsibilities.

IV. Administration

A. The administration of the association shall be in the hands of the Executive Committee, consisting of the Executive Director and three Executive Co-Directors, including a Secretary Treasurer. The Executive Committee shall act either on its own initiative or on the recommendations of the Membership.

B. On petition of 10% percent of the Association, any member(s) action may initiate actions to be voted upon by referendum electronically. Petitions requesting referendums must reach the Executive Director within ninety days before publication of the action in question.

C. The current edition of Robert's Rules of Order Newly Revised shall be the authority for the conduct of all formal business of the association, including Executive Committee meetings during the year and at the Membership meeting at each Annual Conference.

D. Any time this constitution authorizes a vote of the entire membership of the Association, that vote may be conducted by electronic means. The accounts of the association will be audited annually by a commercial auditing firm designated by the Executive Committee, and the report of the auditors will be presented by the Treasurer to the Executive Committee and a summary to the Membership. For budgetary and other administrative purposes, the official year shall be determined by the Executive Committee. 

E. Secretary-Treasurer. The Secretary-Treasurer will issue notices of meetings, keep the minutes of all meetings, maintain membership lists and other membership data, have charge of the seal of the Corporation (if any), serve as custodian for all corporate records, and authenticate corporate records. The Secretary-Treasurer shall also render to the Executive Director and Executive Committee, at such times as may be requested, an account of all transactions as Secretary-Treasurer and of the financial condition of the Corporation. In addition, the Secretary-Treasurer will make other reports and perform other duties as are normally incident to the offices of Secretary and Treasurer of a non-profit corporation under the laws of the State of Minnesota, or that may be delegated to him or her by the Executive Director.

F. The permanent fund of the Association will be administered by the Treasurer, reporting semi-annually to the Executive Committee and annually to the Membership. The Executive Committee will invest and reinvest the principal of all funds received so as to preserve the principal unimpaired to the best of their ability. 

G. The Executive Committee may remove any Committee Member by a majority vote of the membership, or at the end of the Committee Member’s term of office. 

VI. Officers—Responsibilities for Annual Conference

The annual meeting of the members of the Corporation shall be held at such time and location as determined by the Executive Committee. Special meetings of the members may be called by the President or by the Executive Committee. All meetings of the members may be held at any location inside or outside the State of Minnesota. Official notice of the annual meeting will be given by or at the direction of the President or the Secretary-Treasurer either personally or by mailing or e-mailing a notice stating the day, time, and location, of the meeting to all members in good standing not less than ten (10) nor more than ninety (90) days prior to the annual meeting; this provision shall not prevent the Corporation from providing members advance notice by whatever means deemed necessary.

The Secretary shall provide minutes from the previous Membership meeting at least one week prior to each conference.

VI. Officers—Election

A. The executive director shall be chosen by the Executive Committee and shall hold office for such terms and under such conditions as the Executive Committee may specify.

B. The Secretary/Treasurer shall be chosen by the Executive Committee and shall hold office for such terms and under such conditions as the Executive Committee may specify.

C. The Executive co-directors not named above shall hold office for such terms and under such conditions as the Executive Committee may specify. 

D. Any Association Member may make a nomination for a new Co-director. That nomination must be seconded by 5% of the Membership and/or two members of the Executive Committee. The nomination would then be voted upon electronically within 90 days of the nomination, with a full biography of the candidate provided by those making the nomination.

E. Any member of the Association may initiate a petition proposing an additional candidate. The petition, including the consent of the candidate and the signatures of at least fifty current members of the Association, must reach the executive director before 1 July.

F. The Executive Director shall set the official deadline for the ballots to be counted, not least than 90 days after the opening of the voting electronically. The Membership must be notified once that period has begun.

G. To be counted, ballots must reach the office of the association by that deadline and not after. The nominee receiving a majority of the votes cast shall be declared elected. In the event that no nominee receives a majority, a runoff election shall be held between the two nominees with the most votes.

H. In the event that an elected officer should die, resign, or for any reason be unwilling or unable to carry out the responsibilities of the office, the Executive Committee shall determine the time and manner of replacement.

I. Officers must retain their membership in the Association during their terms of office.

VII. Conventions and Meetings

A. The Association shall hold one or more conventions annually. Exceptions include emergency and instances in which  Local Hosts have not been secured, in which cases the Executive Committee retains the right to cancel a convention.

B. Conventions shall be planned by the Executive Committee with the advice of the Local Hosts.

VIII. Dissolution. In accordance with the laws of the State of Minnesota, the Association may be dissolved only by a vote of three-fourths of the members present at a special meeting called for the purpose. On the dissolution of the Association, subject to compliance with the applicable provisions of such laws, all the property remaining after satisfaction of the association's obligations shall be distributed as the Executive Council directs, choosing the recipients from corporations, funds, foundations, or learned societies that are organized and operated exclusively for charitable, scientific, literary, or educational purposes, that allow no part of their net earnings to inure to the benefit of any private shareholder, member, or individual, and that do not carry on propaganda or participate or intervene in any political campaign.

IX. Amendments 

A. Amendments to the Articles of Incorporation will be approved by majority vote of the Executive Committee.

B. Amendments to the Constitution will be ratified by a two-thirds majority of the Membership.