CONSTITUTION AND BY-LAWS OF THE MODERNIST STUDIES ASSOCIATION
(A NONPROFIT CORPORATION)
Approved 2013; amended by vote of the membership 2018
ARTICLE I - INTRODUCTION
Definition of Bylaws
1.01 These Bylaws constitute the code of rules adopted by The Modernist Studies Association for the regulation and management of its affairs.
Purposes and Powers
1.02 This Corporation will have the purposes or powers as stated in its Articles of Incorporation, and whatever powers are or may be granted by the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania or any successor legislation.
The primary purposes of this Corporation are: (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 one or more annual numbers of the journal Modernism/modernity; (3) to maintain a website and list server 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.
ARTICLE II - OFFICES AND AGENCY
Principal and Branch Offices
2.01 The Corporation may maintain such offices either within or without the Commonwealth of Pennsylvania as its business requires.
ARTICLE III – MEMBERSHIP
Definition of Membership
3.01 The Members of this Corporation are those persons having membership rights in accordance with the provisions of these Bylaws.
Class of Members
3.02 This Corporation will have one class of Members that is designated as voting Members.
Qualifications of Members
3.03 The qualifications and rights of the Members of the membership class of this corporation are as follows:
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.
3.04 The annual dues payable to the Corporation by Members will be in the amount determined from time to time by resolution of the Board of Directors.
Place of Members’ Meetings
3.05 Meetings of Members will be held at such locations as designated by the Board of Directors within or without the Commonwealth of Pennsylvania.
Annual Members’ Meetings
3.06 All Members shall be invited to attend the Business Meeting of the annual conference.
Voting Rights of Members
3.07 Each Member will be entitled to one (1) vote on each matter submitted to a vote of Members. These votes will typically be tendered electronically, thereby obviating the need for proxy voting.
Members’ Proxy Voting
3.08 When matters are submitted to a vote of Members at the Business Meeting, a Member may vote either in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. No proxy will be recognized as valid after eleven (11) months from the date of its execution unless expressly provided otherwise in the proxy.
Quorum of Members
3.09 Except as may be provided elsewhere (see, for example, 4.19, on the election of the Second Vice President and Subcommittee Chairs), the casting of votes, in person or online, by twenty percent (20%) of the eligible membership shall constitute a quorum. Provided a quorum is reached, the vote of a simple majority of those who cast ballots is necessary for the adoption of any matter voted on by the Members, unless a greater proportion is required by the Nonprofit Corporation Law of 1988, as amended, the Articles of Incorporation of this Corporation, or any provision of these Bylaws.
Termination of Membership
3.10 Membership will terminate in this Corporation on any of the following events, and for no other reason:
(1) Receipt by the Board of Directors of the written resignation of a Member, executed by the Member or the Member’s duly authorized attorney-in-fact.
(2) The death of a Member.
(3) The failure of a Member to pay annual dues, if applicable, on or before their due date.
(4) For cause, inconsistent with membership, after notice and hearing before the Board.
ARTICLE IV – DIRECTORS/EXECUTIVE COMMITTEE
Definition of Board of Directors
4.01 The Board of Directors shall be the Executive Committee.
Qualifications of Directors
4.02 The qualification for becoming and remaining a member of the Executive Committee of this Corporation are as follows:
Executive Committee members must be Members of this Corporation.
Number of Directors
4.03 The number of Executive Committee members of this Corporation will be nine (9).
4.04 The Executive Committee shall be comprised of the President, the First Vice President, the Second Vice President, six voting Trustees, and two consulting Trustees.
Terms of Executive Committee Members
4.05 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 or Co-editors of Modernism/modernity shall normally serve a term of four years (renewable by vote of the Executive Committee, who, when there are multiple Co-editors, may also vary the length of appointments in order to achieve staggered terms). The Webmaster shall serve a term of three years (renewable by vote of the Executive Committee). Trustees who chair Subcommittees shall serve terms of three years.
Term of office normally begins on the final day of the annual conference, which is usually held in the fall; however, if in any year the final day of the conference precedes August 1, term of office shall begin on October 1.
Vacancies on the Board
4.06 Any vacancy occurring on the Executive Committee, and any position to be filled by reason of an increase in the number of Executive Committee members, will be filled by vote of a majority of the remaining Executive Committee. The new Executive Committee member appointed to fill the vacancy will serve for the unexpired term of the predecessor in office.
Location of Executive Committee Meetings
4.07 Meetings of the Executive Committee, regular or special, will be held at such place or places as the Executive Committee designates by resolution duly adopted.
Regular Executive Committee Meetings
4.08 Regular meetings of the Executive Committee will be held annually or otherwise as designated by the Executive Committee.
Notice of Special Meetings
4.09 Notice stating the place, day, and hours of any special meeting of the Executive Committee will be delivered to each Executive Committee member by appropriate means of communication and with reasonable notice. The notice need not state the business to be transacted at or the purpose of the meeting.
Call of Special Meetings
4.10 A special meeting of the Executive Committee may be called by either:
(1) The President.
(2) Five (5) or more Executive Committee members.
Waiver of Notice
4.11 Attendance of an Executive Committee member at any meeting of the Executive Committee will constitute a waiver of notice of that meeting, except when the Executive Committee member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
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.
4.13 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 unless a greater number is required under the provisions of the Nonprofit Corporation Law of 1988, as amended, the Articles of Incorporation of this Corporation, or any provisions of these Bylaws. A tie vote shall be understood as a failure to pass the proposed measure.
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.
4.15 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 assist the President in matters assigned by the President, and shall facilitate presentations and proposals by potential conference hosts at Executive Committee meetings. 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 and shall keep minutes of Executive Committee meetings.
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, Finance, Membership and Elections, International Relations, and Interdisciplinary Approaches. The Membership and Elections Subcommittee shall consist of the Membership and Elections Chair, the President, and the First Vice President.
There shall typically be two Consulting Trustees: the MSA Co-editor of Modernism/modernity and the Webmaster. Should there be more than one MSA Co-editor of the journal, the Co-editors shall determine which of them is to serve as Consulting Trustee. If they are unable to make this determination, the President shall decide. 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.
4.17 Duties of Trustees:
The Past President shall serve in an advisory capacity to the Officers and Trustees. The MSA Co-editor or Co-editors of Modernism/modernity shall edit one or more numbers 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 their Subcommittees 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
Finance – Collecting dues; maintaining complete and accurate financial records; overseeing expenditure of MSA funds. The chair of the Subcommittee shall act as official Treasurer of the MSA
Membership and Elections –Recruiting a diverse membership; coordinating publicity and educational materials; nominating Officers and Trustees and conducting elections
International Relations – Planning conferences to be held outside the USA and recruiting members from outside the USA
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.
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.
4.19 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 Membership and Elections Subcommittee. The Membership 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 Membership and Elections Subcommittee cannot arrive at a slate by consensus, one candidate for election shall be selected by the Membership and Elections 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 also be included on the election slate by petition of twenty (20) members in writing to the Membership 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 Membership and Elections Subcommittee. The outcome of each election is to be determined by simple majority of the votes cast. No membership quorum shall be required for the election of the Second Vice President or the Subcommittee Chairs.
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.
4.20 Election of Consulting Trustees:
The Modernism/modernity Co-editor(s) shall be selected in the following fashion. A call for applications for the post shall go out to the membership a minimum of six months before the expiration of a present Co-editor’s term. The present Co-editor serving as Consulting Trustee, the President, and the First Vice President, comprising the Editorial Nominating Committee, 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 Editorial Nominating Committee fails to arrive at a slate of two candidates by consensus, up to one candidate shall be chosen by each member of the Editorial Nominating Committee, for a slate of no fewer than two candidates. The new Co-editor shall be selected from this slate by majority vote of the nine elected Executive Committee members plus the present Co-editor serving as Consulting Trustee, having one vote each.
The Webmaster shall be selected in the following fashion. A call for applications for the post shall go out to the membership a minimum of six months before the expiration of the present Webmaster’s term. The present Webmaster, the President, and the First Vice President, comprising the Webmaster Nominating Committee, 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 Webmaster Nominating Committee fails to arrive at a slate of two candidates by consensus, up to one candidate shall be chosen by each member of the Webmaster Nominating Committee, for a slate of no fewer than two candidates. The new Webmaster shall be selected from this slate by majority vote of the nine elected Executive Committee members plus the present Webmaster, having one vote each.
ARTICLE V – INFORMAL ACTION
Waiver of Notice
5.01 Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of 1988, as amended, the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of the notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in the waiver, will be deemed equivalent to the giving of the notice. The waiver must, in the case of a special meeting of Members, specify the general nature of the business to be transacted.
Action by Consent
5.02 Any action required by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action that otherwise may be taken at a meeting of either the Members or the Board of Directors, may be taken without a meeting, or without an electronic ballot in lieu of a meeting, if a consent in writing, setting forth the action taken, is signed by all the persons entitled to vote with regard to the subject matter of the consent, or all Directors in office, and filed with the Secretary of the Corporation.
ARTICLE VI – DISSOLUTION
Distribution Upon Dissolution
6.01 Upon termination or dissolution of the Corporation, the operations of the Corporation shall be wound up, all outstanding debts and liabilities paid, and all accounts closed. Any assets remaining at the time of dissolution shall be transferred to a similarly situated nonprofit organization. No Member of the Corporation shall receive any distribution from the Corporation upon dissolution.
ARTICLE VII – OPERATIONS
7.01 The fiscal year of this Corporation will be the calendar year.
7.02 An MSA Administrator may be appointed to handle bank accounts and membership rolls, acting as deputy to the Treasurer.
Execution of Documents
7.03 Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation may be signed only by the President, the Treasurer, or the MSA Administrator. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation may be signed only by the President or the Treasurer, and will have attached copies of the resolutions of the Board of Directors certified by the Treasurer authorizing their execution.
Books and Records
7.04 This Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Members and Executive Committees. The Corporation will also keep at its principal place of business a membership register giving the names, addresses, classes, and other details of the membership of each Member, and the original or a copy of its Bylaws, including amendments to date, certified by the Treasurer of the Corporation.
Records of Account
7.05 The Treasurer, 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.
Inspection of Books and Records
7.06 All books and records of this Corporation may be inspected by any Member, or the Member’s agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating the purpose of the inspection.
7.07 This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers, or Directors for services rendered.
ARTICLE VIII – AMENDMENT
Modification of Bylaws
8.01 Amendments to these Bylaws, 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.
Adoption of Bylaws
8.02 Adopted by the incorporators by vote during the month of April, 2013.