Bylaws for the Conduct and Operation of the Society for Critical Exchange
ARTICLE ONE: GENERAL PROVISIONS FOR THE CONDUCT OF SOCIETY
Section 1. Purposes and General Guidelines for Policy
(a) The Society for Critical Exchange (hereafter "the Society" or "SCE") is a not-for-profit corporation, formed under New York State Law, for the purpose of encouraging and advancing intellectual inquiry and discussion in criticism. All policies adopted by the Board of Directors, and all projects undertaken by the Society shall be consistent with this purpose.
(b) Activities of the Society shall be conducted in a cooperative spirit, with the understanding that the advancement of intellectual inquiry depends upon the good faith and best energies of a community of inquirers. All projects sponsored by the Society, singly or in cooperation with other organizations and institutions, shall be conceived and evaluated according to the contribution they might reasonably make toward the exchange and communication of innovative concepts, methods, and insights to a larger community of critics and scholars.
(c) Services provided by the Society to its members or to other organizations or institutions shall be guided by the principle that inquiry is continuous and subject to unexpected change. Accordingly, all projects, activities, and policies of the Society shall be subjected to careful review on a regular basis by the Board of Directors or any special committees established by its authority.
Section 2. Projects of the Society
(a) Publications: Periodically, the Society will publish a journal devoted to the examination and discussion of fundamental problems in criticism, including relationships between criticism and other disciplines and to the exchange of views from different perspectives on those problems. Final decisions on editorial policy and format will be reserved to the Managing Editor, guest editors for special issues, and an editorial board. Major changes in format or policy, or those requiring additional funds require the approval of the Board of Directors.
(b) MLA Seminar: A seminar to be convened at the Modern Language Association Convention (beginning December 1976) will be conducted by the auspices of the MLA. The Seminar will be open to all members of the Modern Language Association, with an advisory and coordinating committee selected from Seminar participants and SCE members, responsible for the selection of topics, the distribution of papers, and other arrangements as required.
(c) Other Projects: Projects sponsored by the Society that require the appropriation of general SCE funds (i.e. those generated through memberships, subscriptions, and unrestricted gifts) must be approved by the Board of Directors. Authority for the transaction of business on behalf of the Society in the conduct of any project may be delegated by the Board of Directors to an officer, or the project manager or managers. Projects not requiring the expenditure of general funds may be approved by the Administrative Committee.
(d) Termination of Projects: Any project of the Society may be terminated by a two-thirds majority vote of the Board of Directors. Projects of the Society should be continued so long as the benefits and services they provide to members are clear and evident.
ARTICLE TWO: MEMBERSHIP
Section 1. Conditions of Membership in the Society
(a) Membership fees will be established by the Board of Directors.
(b) Members of the Society will automatically receive a subscription to the journal of the society so long as it is published by the Society, and yearly membership dues and fees are paid.
(c) Members in good standing will be entitled to one vote on any matters submitted to the membership for determination.
(d) Other privileges and benefits for members shall be granted or conferred as the Board of Directors finds as necessary or proper.
Section 2. Special Categories of Membership
(a) Regular members shall consist of all individuals who have paid in full all membership fees and dues as the Board of Directors establishes.
(b) Associated memberships at reduced rates, to be established by the Board of Directors, shall be available to students or unemployed professionals, as the Board of Directors deems appropriate.
(c) Institutional memberships shall be available at rates to be established by the Board of Directors.
(d) All members, Regular, Associated, and Institutional, shall have one and only one vote on all matters submitted to the membership for determination.
ARTICLE THREE: BOARD OF DIRECTORS AND OFFICERS
Section 1. Organization of the Society Following Incorporation
(a) Within a period not to exceed six months from the approval of the certificate of incorporation by the Secretary of State of the State of New York , the initial directors as listed in the certificate shall hold an organizing meeting.
(b) At the organizing meeting, the initial directors shall appoint such additional directors as appropriate to bring membership on the Board of Directors to a total not exceeding seven (7) members.
(c) Terms of office for the seven directors appointed at the organizing meeting shall be established by the initial directors to provide for staggered terms of office, with elections to be held no more frequently than every two (2) years.
Section 2. Operation of the Society for the Two Years Following Organization
(a) Until the end of December 1978, the Board of Directors as established in the organizing meeting shall conduct all business of the Society.
(b) During this period, the Board of Directors shall have the power to amend these bylaws by majority vote.
(c) Matters of business requiring Board approval may be transacted by mail, with Board members individually indicating by signed letter their voices on specific items of business.
(d) Except in instances where a Project Manager(s) has been appointed, official correspondence of the Society shall be signed only be the designated officer or officers, following an exchange of views between at least two directors. In all instances, a record of correspondence shall be maintained, with one copy of all letters and formal memoranda forwarded to the Recording Secretary, or other designated person.
Section 3. Composition of the Regular Board of Directors
(a) The Board of Directors shall consist of seven (7) regular directors, with vote, as follows:
(1) Three directors to serve for terms of four (4) years;
(b) Regular Board members may designate by majority vote such ex officio directors, without vote, as may be desirable or required to represent the interests or the Society in special projects or activities.
Section 4. Selection of Officers
(a) The Board of Directors shall select and appoint the following officers of the Society, from the membership of the Society who will become members of the Board of Directors ex officio:
(1) A President to serve for a term of two (2) years: a scholar who has made a significant contribution to literary theory and whom the Society wishes to honor;
(b) The Board of Directors will select and appoint an Administrative Committee, the majority of which shall reside in the vicinity of the Society's home office, including but not restricted to the following to be appointed from the membership. The Administrative Committee shall serve at the discretion of the Board of Directors.
(1) An Executive Director who will chair the Administrative Committee;
Section 5. Responsibilities of the Board of Directors
(a) It shall be the responsibility of the Board of Directors to assign specific duties to officers of the Society, to appoint special committees for implementing projects as necessary or delegate the authority to do so, to appropriate or arrange for the dispersal of funds as required to accomplish Society objectives, and to establish and review policies governing Society business.
(b) It shall be the responsibility of the Board of Directors to approve and insure that all necessary financial reports or other instruments as required by law are properly filed. It shall also be the responsibility of the Board of Directors to make available to members an annual report of Society business.
(c) All powers granted to the Society shall be vested in the Board of Directors, except as may be specified in these bylaws, according to the provisions of the Not-for-Profit Corporation Law.
Section 6. Replacement and Removal of Directors
(a) In the event that a director should resign or otherwise be unable to complete his or her term of office, the Board members remaining shall appoint a temporary director until the time of the next regular election, as specified in Article Four below.
(b) Directors may be removed without cause by a vote of five (5) directors.
(c) Directors may be removed without the cause by the vote of 4/5ths of the eligible membership, by petition.
Section 7. Responsibilities of the Administrative Committee
(a) It shall be the responsibility of the Administrative Committee to conduct the ordinary day to day business of the Society: to solicit and receive memberships, to conduct the routine financial transactions, to plan projects for approval by the Board and to conduct projects so approved, to supervise the production and distribution of SCE publications, to coordinate arrangements for SCE sessions at the MLA*, regional MLAs and other SCE events, to serve as a nominating committee for SCE offices, to provide timely views of Society activities to the membership and the Board.
*The Administrative Committee will submit to the Board proposals for SCE's MLA meeting annually for their approval.
(b) The Administrative Committee shall have the authority to conduct activities in the name of the Society at its home institution without specific approval by the Board so long as these activities do not require the expenditure of general funds and so long as these activities are primarily intended for local participation.
Section 8. Indemnification
(a) To the extent authorized and permitted by law, the Society shall indemnify any person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that s/he, his/her authorized representative, his/her testator, or his/her intestate, is or was a director of the Society.
(b) The forgoing shall not obligate the Society to purchase liability insurance for officers and directors, but should applicable law permit, the Society may purchase such insurance if authorized and approved by the Board of Directors.
ARTICLE FOUR: ELECTIONS OF DIRECTORS
Section 1. Election Committee
The Board of Directors shall serve as or appoint other members to serve as an Election Committee to supervise nominations and conduct elections every two (2) years.
Section 2. Terms for Directors
(a) Terms for directors at the time of organization shall be established by the Election Committee to provide for the election of no less than two and no more than four regular directors at two year intervals.
(b) After the first elections, three directors shall serve for terms of four (4) years and three directors shall serve for terms of four (4) years in intervals of two (2) years.
(c) With the approval of the Board of Directors, the Election Committee may depart from these stipulations in the event of resignations or removal of directors, with the understanding that at least one member of the Board of Directors shall at all times hold a term greater than two years.
Section 3. Eligibility for Election as Director
(a) Candidates for Directorships must be members in good standing of the Society.
(b) The Election Committee shall rule on the eligibility of any candidate, with the approval of the Board of Directors, according to these guidelines:
(1) At no time shall the Board of Directors be entirely composed of directors in a single academic discipline or professional field;
Section 4. Nominations
(a) Announcements that nominations are open will be conveyed to members through the pages of SCE's journal or through other means as directed by the Election Committee.
(b) Nominations must be submitted with the signed authorization of the nominee, supported by the Society.
(c) A brief resume or curriculum vitae must be submitted with a letter of nomination, signed by the nominee and at least one other member of the Society.
(d) Any nominee judged ineligible by the Election Committee will be informed in writing and may appeal to the Board of Directors if s/he so desires.
(e) Nominations must be received within at least 90 days of the Annual Meeting.
Section 5. Elections
All elections will be conducted by mail, and results will be announced in the page of the journal of the Society or by other appropriate means.
ARTICLE FIVE: ANNUAL MEETING OF THE BOARD OF DIRECTORS
Section 1. Time and Location
(a) The Board of Directors shall meet at least once every year, in December.
(b) Unless otherwise agreed by 2/3 majority of the Board of Directors, the Annual Meeting will be scheduled to coincide in both date and location with the Annual Convention of the Modern Language Association.
Section 2. Business
(a) An agenda shall be prepared by the officers of the Society for each Annual Meeting.
(b) Each member of the Board of Directors shall receive a copy of the Agenda at least 15 days in advance of the meeting.
(c) The Board of Directors shall approve a budget for the coming year at each meeting.
Section 3. Quorum and Attendance
(a) A quorum of directors shall be no fewer than four (4) directors.
(b) Any member may attend the Annual Meeting, without vote, on request, for the purpose of presenting or discussing project proposals or current Society activities.
Section 4. Minutes
Minutes of all Board meetings shall be kept and filed. The minutes shall be available to members upon request and to other interested parties by the approval of the Board of Directors.
Section 5. Special Meetings and Proxies
(a) Special Meetings may be called at the request of the President or any three (3) directors should exceptional business arise.
(b) With or without a call for Special Meetings, Board members may vote by mail or by an assigned Proxy, valid for an Annual Meeting or Special Meeting only.
(c) Other matters requiring action by the Board of Directors may be conducted by mail, as appropriate or necessary.
ARTICLE SIX: AMENDMENTS TO THE BYLAWS
(a) As specified in Article 3, Section 2b above, these bylaws may be amended by majority vote of the Board of Directors until 31 December 1978.
(b) After 31 December 1978, amendment may be proposed by the Board of Directors or by petition of any seven (7) members of the Society.