ARTICLE V – Voting and Meetings
ARTICLE VII – Duties of Officers
ARTICLE VIII – Board of Directors
ARTICLE IX – Executive Committee
ARTICLE X – Nominations and Elections
ARTICLE XII – Executive Director
ARTICLE XVI – Indemnification and Liability
ARTICLE I – Name and Location
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Section 1. Name
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The name of this organization shall be the Society for Scholarly Publishing, a non-profit corporation incorporated in the District of Columbia.
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Section 2. Location
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The headquarters of the Society shall be in a locality to be determined by the Board.
ARTICLE II – Purposes
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Section 1.
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The purpose is to promote and advance scholarly communications among all sectors of the scholarly publication community through networking, information dissemination and facilitation of new developments in the field.
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Section 2.
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The Society is organized for educational purposes and is operated as a nonprofit corporation within IRS code 501-C-3.
ARTICLE III – Membership
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Section 1. Qualification
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Membership in the Society shall be open to any individual or organization from any of the scholarly communication sectors.
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Section 2. Application
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All applicants for membership shall complete the application form provided by the Society.
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Section 3. Admission of Members
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Applicants who support the purpose of the Society shall be eligible for membership upon application.
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Section 4. Categories of Membership
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A. Individual:Open to individuals who meet the qualifications of membership.
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B. Corporate:Open to corporations, companies, institutions or other entities that meet the qualifications of membership.
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C. Honorary:Any individual who has made an outstanding contribution to the betterment of the Society and who has been so designated by the Board.
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D. OtherThe Board shall have the right to establish such other categories of membership and rights as it deems appropriate.
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Section 5. Privileges of Membership
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A. Individual:Have all the rights and privileges of membership as designated by the Board, including the right to vote, hold office and serve on committees.
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B. Organizational: Up to 5 individuals named from the corporate entity for supporting Organization individuals and up to 20 sustaining Organization individuals shall have the same rights as the individual members
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C. Honorary:Have all rights and privileges of membership, except to vote and hold office.
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Section 6. Resignation
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Any member may resign by filing a written resignation with the Executive Director, but such resignation shall not relieve the member of their obligation to pay any outstanding dues or other fees.
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Section 7. Reinstatement
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A former member desiring a continuous membership may be reinstated through reapplication and payment of all dues in arrears. If a continuous membership record is not desired, the member may be reinstated on reapplication and payment of current year’s dues.
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Section 8. Expulsion
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Members may be expelled from membership, for cause, by three-fourths (3/4) vote of the entire Board of Directors. For any cause other than nonpayment of dues, expulsion shall occur only after the member has been given ample notice of the complaint and has been given an opportunity to present to the Board, either in person or in writing, a defense against the expulsion.
ARTICLE IV – Dues
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Section 1. Dues
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Dues for each category of membership shall be established by the Board of Directors.
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Section 2. Delinquency
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Membership shall automatically be revoked without further notice after non-payment of dues for a period of time to be determined by the Board.
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Section 3. Refund
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No dues shall be refunded to any member whose membership is terminated for any reason.
ARTICLE V – Voting and Meetings
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Section 1. Voting
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Voting required by these bylaws shall be conducted by ballot.
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Section 2. Quorum for ballot
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To be valid, ballots must be cast by no less than 20% of all members eligible for vote.
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Section 3. Majority
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A majority of those voting shall decide any issue.
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Section 4. Referendum
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Upon petition of 5% of the members in good standing, a requirement for a vote of the Society members upon any matter other than Bylaws amendment may be addressed to the Board. The ballot shall contain a statement of the arguments for and against the new provisions.
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Section 5. Annual Membership Meeting
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There shall be an annual meeting of the Society, at a time and place to be determined by the Board.
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Section 6. Special Membership Meetings
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A special membership meeting of the Society can be called by 5% of the members having the right to vote.
ARTICLE VI – Officers
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Section 1. Officers
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The officers of the Society shall be the President, President-Elect, Past President, Secretary-Treasurer, and Executive Director (ex officio, without vote). The President-Elect shall automatically succeed to the Presidency. The President shall automatically succeed to the Past Presidency.
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Section 2. Term
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Each officer shall take office at the close of the annual business meeting. The President, President-Elect and Past President shall serve terms of one (1) year. The Secretary-Treasurer shall serve a term of three (3) years. Each elected officer shall serve concurrently as a member of the Board of Directors; and as a member of the Executive Committee during their terms of office.
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Section 3. Reelection
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The Past President shall not be eligible for election as an officer or a director until at least two (2) years have elapsed, following his/her term as Past President. The Secretary-Treasurer shall be eligible for election for one additional 3-year term.
ARTICLE VII – Duties of Officers
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Section 1. President
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The President shall preside at all meetings of the Board, Executive Committee, and the membership. The President shall serve as an ex-officio member of all committees except the Nominating Committee. The President shall make all appointments of committee chairpersons and members with the advice and consent of the Board of Directors.
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Section 2. President-Elect
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The President-Elect shall perform the duties of the President in the event of the President’s inability to serve.
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Section 3. Secretary-Treasurer
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The Secretary-Treasurer shall be responsible for the Society’s funds and records. The Secretary-Treasurer shall collect all member dues and assessments; shall establish proper accounting procedures for the handling of the Society’s funds; shall initiate an annual operating budget; and shall be responsible for the keeping of funds in such banks, trust companies and/or investments as are approved by the Executive Committee. The Secretary-Treasurer shall deliver to the Board of Directors a financial review within six (6) months of the year just completed; shall report on the financial condition of the Society annually to the membership, to the Board of Directors at each of its meetings, and at other times when called upon by the President or the Board of Directors. The Secretary-Treasurer of the Society shall be responsible for the distribution of notices to members.
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Section 4. Past President
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The Past President shall serve on the Board and the Executive Committee for the year immediately following his/her presidency, and shall have such duties as the Board or the President may designate. The Past President shall act in the absence of the President and President-Elect and shall serve as presiding officer of the Association in the absence of the President and the President-Elect.
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Section 5. Duties
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Duties of the officers may be delegated to appropriate staff.
ARTICLE VIII – Board of Directors
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Section 1. Composition
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The Board of Directors shall consist of the Past President, President, the President-Elect, the Secretary-Treasurer, an Executive Director (ex-officio and without vote), and nine (9) voting members elected from the Society.
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Section 2. Authority
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The Board of Directors shall be the governing body of this Society and shall direct the affairs of the Society, its committees, publications, meetings, policies and procedures, and financial matters.
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Section 3. Procedures
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The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.
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Section 4. Term of Office
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Directors shall serve a term of three (3) years. Directors shall be elected by ballot. Three directors shall be elected each year.
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Section 5. Meetings of the Board
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The Board shall meet at least annually in conjunction with the Annual Conference of the Society. Additional meetings of the Board may be called by the President or at the request of any five (5) Directors.
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Section 6. Voting
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Voting rights of a Director shall not be delegated to another nor exercised by proxy.
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Section 7. Voting Method
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Valid action may be taken by mail, fax, phone or electronic mail ballot provided there is a majority vote in favor of the action and it is reported at the next regular Board Meeting.
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Section 8. Quorum
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No fewer than one-half the voting members of the Board shall constitute a quorum. Any such business conducted shall be valid if passed by a majority of those present.
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Section 9. Vacancies
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Vacancy in any elected office may be filled for the balance of the term by the Board of Directors.
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Section 10. Removal
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The Board of Directors, at its discretion, may remove any officer or director for cause by a two-thirds vote of the entire Board. Removal shall occur only after the member complained against has been given ample notice and an opportunity to respond to the Board.
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Section 11. Reelection
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No member of the Board of Directors who has served a full three (3) year term shall be eligible for reelection until at least two (2) years have elapsed.
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Section 12. Compensation
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Directors and officers shall not receive any compensation for their services.
ARTICLE IX – Executive Committee
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Section 1. Composition
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The Executive Committee shall consist of the Past President, President, President-Elect, Secretary-Treasurer, and one at large member to be elected from the Board and the Executive Director (ex-officio, without vote.) The at large member shall be elected at the first Board meeting following election of the officers and shall serve for a period of one year, which may be renewed up to the duration of the Board member’s term.
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Section 2. Authority
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The Executive Committee acts for the Board of Directors between Board meetings on all matters. Actions of the Executive Committee shall be reported to the Board by email or at the next Board meeting.
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Section 3. Quorum
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Three (3) voting members of the Executive Committee shall constitute a quorum.
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Section 4. Convening a meeting of the Executive Committee
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The President may call meetings of the Executive Committee as the business of the Society may require, or a meeting may be called on request of three (3) members of the Executive Committee.
ARTICLE X – Nominations and Elections
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Section 1. Nominating Committee
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The President shall appoint a nominating committee of five members.
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Section 2. Procedures
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The nominating committee shall select at least two candidates for each officer position (president-elect, secretary-treasurer) to be filled. The nominating committee shall submit at least one more name than there are positions to be filled for the Board of Directors.
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Section 3. Petition Process
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There shall be a petition mechanism established whereby the membership may place one or more members on the official ballot. Any member in good standing nominated by 2% of the voting members of the Society shall be placed on the ballot according to a timeline approved by the Board. There shall be no distinction on the ballot between petition nominees and other nominees.
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Section 4. Qualifications
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All nominees selected to run for office must be members of the Society in good standing.
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Section 5. Dual Office
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No member shall simultaneously hold more than one elected office.
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Section 6. Eligibility
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No member of the Nominating Committee is eligible to be nominated for an elected office.
ARTICLE XI – Finance
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Section 1. Fiscal Year
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The fiscal year of the Association shall be prescribed by the Board.
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Section 2. Budget
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The Board shall adopt an annual operating budget.
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Section 3. Bonding
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Bonds shall be furnished, at the Board’s expense, for any officer, Board Member or staff as the Board shall direct.
ARTICLE XII – Executive Director
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Section 1. Appointment
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The Society may retain an Executive Director.
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Section 2. Duties
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The Executive Director is responsible for the administrative activities of the Society according to the policies and procedures of the Board.
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Section 3. Authority
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The Executive Director shall have authority to sign checks and contracts as agent of the society for duly authorized purposes of the Society.
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Section 4. Reporting
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The Executive Director shall report to the Board at least annually on the operations of the Society’s headquarters
ARTICLE XIII – Dissolution
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Section 1. Dissolution
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Upon dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying or making provision for payment of all Liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code as the Board of Directors shall determine.
Article XIV AMENDMENTS
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Section 1. Amendments
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These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the members casting ballots. Amendments may be proposed by the Board of Directors on its own initiative or upon petition addressed to the Board by five percent (5%) of the regular voting members. All such proposed amendments shall be presented by the Board to the membership without recommendation and without distinction on the ballot between amendments proposed by the Board of Directors and amendments proposed by petition. The amendment, if passed by two thirds (2/3) of those who vote, shall go into effect.
Article XV RULES OF ORDER
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Section 1. Rules of Order
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The meetings and proceedings of this Society shall be regulated and controlled according to Roberts Rules of Order for parliamentary procedure, except as may be otherwise provided by the Bylaws.
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Section 2. Operating Guidelines
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The operations of the Society shall be governed by the Policies and Procedures of the Society as adopted by the Board.
Article XVI INDEMNIFICATION AND LIABILITY
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Section 1. Indemnification and Liability
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The Corporation shall indemnify its officers, directors, agents, and employees to the extent required by the laws of the District of Columbia. To the extent allowed by law, no member, officer, agent or employee of this Association shall be liable for the acts or failure to act on the part of any other member, officer, agent or employee of the Society, nor shall any of the members, officers, agents, or employees be liable for their acts or failure to act under these Bylaws, excepting acts, or omissions to act, arising out of willful misfeasance.
