1. Name

   The name of the association shall be the Modernist Studies Association, hereinafter referred to as the MSA.

2. Purposes

   In addition to, and by way of amplification of, the mission set forth in the Articles of Association of the Modernist Studies Association, the educational purposes of the MSA shall be:

   1. To hold annual meetings for the purpose of advancing scholarship and the exchange of ideas pertinent to the study of modernism and modernity.
   2. To publish materials necessary or valuable in achieving the MSA's educational purposes, including an annual number of the journal Modernism/Modernity.
   3. To maintain a website and list-serve for the purpose of informing members of plans and projects appropriate to the MSA's educational mission.
   4. To operate and maintain the MSA exclusively for educational purposes so that from its operation none of its Members, Trustees, or Officers shall enjoy any pecuniary profits.

3. Membership

   1. Any person interested in the purposes of the MSA may be admitted to membership by payment of annual dues as established by the Executive Committee and may be continued as a Member in good standing by such payment.
   2. Members in good standing may vote in annual elections.

4. Executive Committee

   1. Composition

      The Executive Committee shall comprise the President, the First Vice-President, the Second Vice-President, six voting Trustees, and two consulting Trustees.

   2. Powers

      The Executive Committee shall administer the affairs and plan the annual meeting of the MSA and shall report on its actions at the Business Meeting of the annual conference, where its activities are subject to review by the membership.

   3. Conduct of Business

      In such meetings of the Executive Committee as are called by the President, a majority of officers and voting Trustees shall constitute a quorum of the Executive Committee and decisions shall be by a simple majority of officers and voting Trustees present. A tie vote shall be understood as a failure to pass the proposed measure.

   4. Officers

      The officers of the MSA shall be the President, the First Vice-President, and the Second Vice-President. On expiration of the President’s one-year term, the First Vice-President shall become President and the Second Vice-President shall become First Vice-President. The President shall become Past President.

   5. Duties of Officers

      The President shall serve as chair of the Executive Committee and chair of the Business Meeting of the annual conference. The First Vice-President shall serve ex officio as a member of the Programs Committee, shall keep minutes of Executive Committee meetings, and shall assist the President in matters assigned by the President. If necessary, the First Vice-President shall assume the duties of the President. The Second Vice-President shall assist the other officers as they require.

   6. Trustees

      There shall be six Voting Trustees: the Past President and the five Subcommittee Chairs of the Executive Committee.

      The Subcommittees shall be as follows: Programs, Membership Development and Communications, Nominations and Elections, International Relations, and Interdisciplinary Approaches. The Nominations and Elections Subcommittee shall consist of the Nominations and Elections Chair, the President, and the First Vice-President.

      There shall be two Consulting Trustees: the MSA co-editor of Modernism/Modernity and the Webmaster. Consulting trustees shall not have the right to vote on Executive Committee business except as specified below. Consulting Trustees shall normally be included in meetings and discussions of the Executive Committee.

   7. Duties of Trustees

      The Past President shall serve in an advisory capacity to the Officers and Trustees. The co-editor of Modernism/Modernity shall edit one number of the journal annually and exercise other duties consequent to the position. The Webmaster shall maintain the website of the organization and assist the Nominations and Elections Chair in running online elections.

      The five Trustees who chair Subcommittees are responsible for carrying out the charge of the Subcommittee as determined by the Executive Committee and may appoint subcommittee members in the numbers and with the duties determined by the Executive Committee. Basic duties shall include the following:

      Programs — Planning of program for annual meeting.

      Membership Development and Communications — Recruiting members and collecting dues; coordinating publicity and educational materials. The chair of the Subcommittee shall act as official Treasurer of the MSA.

      Nominations — Nominating Officers and Trustees and conducting elections.

      International Relations — Planning conferences to be held outside the U.S.A. and recruiting members from outside the U. S. A.

      Interdisciplinary Approaches—Fostering interactions among disciplines relevant to the study of modernism. When the subcommittee has members in addition to the Chair, at least one member shall be from a discipline other than English.

   8. Term of Office

      The President shall serve a term of one year. The Past President shall serve as a Voting Trustee for a term of one-year.

      The co-editor of Modernism/Modernity shall serve a term of five years. The Webmaster shall serve a term of three years. Trustees who chair Subcommittees shall serve terms of three years.

      Term of office begins in all instances on the final day of the annual fall conference.

   9. Compensation

      No Officer or Trustee shall receive compensation for any service they may render to the MSA. However, Officers and Trustees may be reimbursed for expenses incurred in the performance of their duties.

   10. Nomination and Election of Officers and Voting Trustees

       Officers and Trustees shall be elected for the terms herein set forth and shall serve until their respective successors are elected and qualified. Any member in good standing shall be eligible to serve as an Officer or Trustee. Nominations for Second Vice- President and for Voting Trustees shall be made by the Nominations and Elections Subcommittee. The Nominations and Elections Subcommittee shall put before the membership a slate of at least two candidates for each vacancy among Voting Trustees of the Executive Committee. In the event that the Nominations and Elections Subcommittee cannot arrive at a slate by consensus, one candidate for election shall be selected by the Nominations Chair, one by the President, and one by the First Vice-President.

       Nominations for Second Vice-President and Voting Trustees to fill positions coming vacant in the fall shall be solicited from the membership the January or February prior. Elections shall be held in March. Winners shall be announced in April.

       A candidate may be also be included on the election slate by petition of twenty (20) members in writing to the Nominations and Elections Subcommittee three weeks prior to the distribution of ballots.

       Subcommittee chairs in the first or second years of their terms shall ordinarily not be named as candidates for Second Vice-President, unless fewer than two candidates have otherwise been nominated.

       Elections shall be conducted by paper or online ballot, with appropriate controls for privacy and legitimacy, under the supervision of the Nominations and Elections Subcommittee.

       If any Officer or Trustee resigns or is otherwise unable to complete his or her term, the vacancy shall be filled by a majority vote of the remaining members of the Executive Committee.

   11. Election of Consulting Trustees

       The Modernism/Modernity Co-editor shall be selected in the following fashion. A call for applications for the post shall go out to the membership between six and eight months before the expiration of the present Co-editor’s term. The present Co-editor and the President shall review the applications and submit to the rest of the Executive Committee a slate of two candidates on which the Executive Committee shall vote. Any other member of the Executive Committee shall have the right to review the applications and make advisory recommendations. If the present Modernism/Modernity Co-editor and the President fail to arrive at a slate by consensus, one candidate shall be chosen by the present Co-editor and one by the President. The new Co-editor shall be selected from this slate by majority vote of the nine elected Executive Committee members, having one vote each, plus the present Co-editor, who shall have two votes for the purposes of this election only.

       The Webmaster shall be selected in the following fashion. A call for applications for the post shall go out to the membership between six and eight months before the expiration of the present Webmaster’s term. The present Webmaster and the President shall review the applications and submit to the rest of the Executive Committee a slate of two candidates on which the Executive Committee shall vote. Any other member of the Executive Committee shall have the right to review the applications and make advisory recommendations. If the present Webmaster and the President fail to arrive at a slate by consensus, one candidate shall be chosen by the present Webmaster and one by the President. The new Webmaster shall be selected from this slate by majority vote of the nine elected Executive Committee members, having one vote each, plus the present Webmaster, who shall have two votes for the purposes of this election only.

5. Fiscal Matters

   1. The fiscal year shall begin on the first day of January and end on the 31st day of December, except that the first fiscal year shall begin on the date of incorporation.
   2. At the Business Meeting of the annual conference, the Chair of the Subcommittee on Membership Development and Communications shall report on the financial status of the MSA.
   3. An MSA Administrator may be appointed to handle bank accounts and membership rolls, acting as deputy of the Chair of the Subcommittee on Membership Development and Communications.
   4. Only the President of the MSA, the Chair of the Subcommittee on Membership Development and Communications, and the MSA Administrator are authorized to sign checks in the name of the MSA.

6. Books and Records

   1. The President shall maintain copies of the corporate records, including the Minutes, Articles of Association, and Constitution and Bylaws, and shall maintain a list of the membership which shall be available to any member. The President shall also maintain such other records or copies thereof, which document the business of the MSA over the course of his or her term.
   2. The Vice-President shall keep the minutes in the minutes book, which shall be available for inspection by any MSA member, and shall provide copies of the minutes to the President.
   3. The Chair of the Subcommittee on Membership Development and Communications, with the assistance of the MSA Administrator, shall maintain complete and accurate records of account, be the custodian of all financial records, provide copies to the President as necessary and, upon request, report to the President and/or the Executive Committee on the financial condition of the MSA.

7. Miscellaneous

   The activities of the MSA shall be restricted to those permissible to an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1999.

8. Amendments and Dissolution

   Amendments to this Constitution, or dissolution of the MSA, may be proposed by the Executive Committee or by written petition signed by at least twenty (20) Members in good standing. Such proposed amendments, or proposed dissolution of the MSA, shall be submitted to a ballot of the membership and shall become effective upon approval of two-thirds (2/3) of those voting.

MSA EXECUTIVE COMMITTEE OFFICERS

PRESIDENT

(Chairs Executive Committee.)

FIRST VICE-PRESIDENT

(Elected annually. Becomes next president after one year of service.)

SECOND VICE-PRESIDENT

(Elected annually. Becomes next First Vice-President after one year of service.)

VOTING TRUSTEES

PROGRAMS

(Elected every three years. Oversees committee helping to plan annual conference, conducts correspondence with seminar and panel proposers as needed.)

MEMBERSHIP DEVELOPMENT AND COMMUNICATIONS

(Elected every three years. Publicizes MSA, oversees membership outreach and maintenance of membership database, acts as official treasurer with assistance of MSA administrator.)

NOMINATIONS AND ELECTIONS

(Elected every three years. Runs calls for nominations, conducts elections.)

INTERNATIONAL RELATIONS

(Elected every three years. Develops international membership. Helps to plan international meetings.)

INTERDISCIPLINARY APPROACHES

(Elected every three years. Develops connections to a diversity of disciplines; works with Programs Committee.)

PAST PRESIDENT

(Assists the officers with MSA business as required.)

CONSULTING TRUSTEES

MSA CO-EDITOR, MODERNISM/MODERNITY

(Selected every five years. Edits annual conference issue of Modernism/Modernity.)

WEBMASTER

(Selected every three years. Oversees MSA website and assists Nominations Chair with mechanics of online elections.)