Updated 5/12/15, Emily Orlando, President, EWS
Proposed Changes to the Edith Wharton Society Constitution Items Needing Attention 12 May 2015
Proposed changes are highlighted
in yellow. Items in red are
changes that were approved in 2005.
Proposed
Changes to the Edith Wharton Society Constitution (2015)
I. Name of the Organization
1.1 The name of the organization shall be the Edith Wharton Society.
II. Purpose
2.1 The purpose of the Edith Wharton Society is to offer Wharton scholars
and other interested persons an opportunity to share in the study and
appreciation of the life and works of this author. Through annual
meetings, special conferences, and its journal, the Edith Wharton Society
provides a forum for Wharton studies.
2.2. The purpose for which the Edith Wharton
Society is organized is exclusively educational within the meaning of section
501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision
of any future United States Internal Revenue law.
2.3. Notwithstanding any other provision of these
bylaws, this organization shall not carry on any other activities not permitted
to be carried on by an organization exempt from Federal income tax under
section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding
provision of any future United States Internal Revenue law.
III. Membership
3.1. Membership is open to anyone interested in the study and
appreciation of Edith Wharton’s life work. Individuals become members upon payment of dues to the to the Membership Coordinator who shall forward payment to the
Treasurer
Treasurer.
3.2. Membership dues shall be set by the Executive Board.
3.3. Membership in the Edith Wharton Society is
open to all persons who subscribe to the purposes set forth in these bylaws.
EWS shall not discriminate in any way against members or potential members on
the basis of race, gender, religion, nationality, ethnic origin, physical
disability, or sexual orientation.
3.4. The Edith Wharton Society will maintain with the assistance of the
Membership Coordinator a membership roster containing the name and
address of each member. The Edith Wharton Society will also maintain such books
and records that may be required by law and that are consistent with the
purposes of the organization.
3.5. Membership in The Edith Wharton Society will
cease when a member fails to pay annual dues or submits written resignation to the Treasurer or the Membership Coordinator. Termination of membership shall be recorded in
the membership roster. All rights and privileges of a member will cease upon
termination of membership.
3.6. Each member will have voting rights in
matters coming before the Edith Wharton Society at general membership meetings.
3.7. Each member will be eligible for election to
office or committee membership in the Edith Wharton Society.
3.8. Membership in The Edith Wharton Society
includes a year-long
subscription to The Edith Wharton Review.
IV Meetings
4.1. An annual
membership meeting shall be held for reporting to the membership and conducting
business. The meeting shall take place concurrently with the annual
meeting of the Modern Language Association of America American
Literature Association. The Executive Board will meet
annually at the Modern Language Association of America.
4.2. In addition to the annual membership Executive Board meeting held at
MLA, business
meetings are
customarily held at ALA and, at the discretion of the Board, at the Wharton Society
conferences. The
notice of a conference (through calls for papers, announcements, and so on)
also constitutes notice that a meeting will be held. Special meetings of the Society may be called
by the Executive Board. Members shall be given at least sixty days notice
of such meetings.
V. Officers and Their Responsibilities
5.1. The officers of the Wharton Society shall be the President,
Vice-President, Secretary, Treasurer, and the Editor of the Edith
Wharton Review. The Web Master and Membership
Coordinator shall serve as Ex-Officio members of the Board.
5.2. The President shall serve as the head of the Executive Board,
preside at the annual meeting of the Society and at special Society meetings,
insure that sessions on Wharton are organized for the Modern Language
Association convention and the American Literature convention, and have general
supervision of the Society, including the appointment of committee chairs and
members as appropriate, and the assignment of tasks to other officers as
needed. The President shall ordinarily propose a topic for and chair at
least one annual Edith Wharton session at the Modern Language Association
convention. In consultation with the Executive Board, the President shall
prepare an agenda for the annual meeting and any special Society
meetings. The President or his/her designee shall act as representative
of the Society to other organizations. If the President is incapacitated,
the Vice-President shall perform these duties.
5.3. The Vice-President shall ordinarily propose a topic for and
chair one Edith Wharton session at the annual American Literature Association
convention. The
Vice President shall chair the Program Committee.
5.4. The Secretary shall take and distribute minutes of all meetings
of the Society and of the Executive Board, shall keep minutes of previous
meetings , and shall cause a written record of these meetings to pass on
to the next Secretary. The
Secretary shall communicate with others and chair the Nominations Committee
coordinate the nominations of new members of the board.
5.5. The Treasurer shall collect membership dues and keep financial
and membership records and shall maintain stewardship of the finances of the Society.
The Treasurer shall report, in writing, at least once annually to the Executive
Board on the financial status of the Society, including giving a written report
on all income to and disbursements of the Society.
5.6. The Editor of the Edith Wharton Review shall prepare ,
publish, and distribute
Editor to assist with these functions and to sit in on Executive Board meetings
when the Editor is not available.
5.7. Each officer and member at large shall serve for a term of two
years, excepting the Treasurer, who serves for a two-year renewable term, and the Editor of the Edith Wharton Review, who serves for a a three-year renewable term as editor of the Review. To achieve continuity,
five-year renewable term
other officers shall ordinarily succeed one another, the Vice-President
becoming President, and the Secretary, Vice-President.
5.8. Topics for second Edith Wharton sessions at the Modern Language Association and
American Literature Association conferences may be selected from proposals made
by any member at a Wharton session at the prior year’s convention or by
proposals solicited by the Society in advance.
5.9. Officers and Members at Large of the Executive Board are
encouraged to propose sessions on Edith Wharton at regional conferences.
VI. Executive Board
6.1. The governing body of the Edith Wharton Society shall be the
Executive Board. The Board shall be composed of the five officers and at
least two at-large elected representatives who are also members of the Edith
Wharton Society.
6.2. The Executive Board shall not exceed eleven thirteen
members. A majority of the members of the Board shall be considered a
quorum.
6.3. The Executive Board shall meet at least once a year.
6.4. The Executive Board shall review the financial status of the
Society at each annual meeting and be empowered to appropriate funds from the
Treasury for Society business. The Executive Board shall supervise the
actions of the standing committees and exercise all powers not herein assigned
to other parties.
6.5 Robert’s Rules of Order shall govern the Executive Board and the
Society in all parliamentary situations.
VII. Elections
7.1. Officers and members of the Executive Board shall be elected by mail-in
online or e-mail ballot. Paper ballots will be provided upon
request for those with no Internet access.
7.2. The
Nominations Committee shall solicit nominations for office during the months of
January through March and by April 15th submit a slate of officers to the
President, who shall announce the slate at the American Literature
Association convention and in writing to the membership.
7.3. The
Elections Committee shall coordinate online or e-mail prepare ballots,
mail them to members, establish deadlines for voting, tabulate results, and
report results to the President by December 1st. Paper ballots will be provided upon request for those
with no Internet access.
7.4. Results will be announced to the membership at the Annual
meeting of the Society and, afterward, posted on the Edith Wharton Society
website.
VIII. Committees
8.1 There shall be three standing committees formed from the Society
membership.
8.1.1. Programming:
This committee, chaired Conference Directors, with the support of the Society, will organize
by the Vice President, shall plan, publicize, and organize Society activities
that do not fall within the responsibilities of the Society officers and the
Executive Board.
and advertise, approximately every three years, conferences of the Edith
Wharton Society. If the Vice
President is not a Conference Director, he/she will assist the Conference
Directors with their efforts.
Among these.
might be conferences on Edith Wharton and activities such as the Spring Walking
Tour in New York
8.1.2. Nominations: This committee, chaired by the Secretary, shall prepare a slate of
nominees for the annual election as provided for in section VII of this
Constitution.
8.1.3. Election: This committee
shall act according to the election rules set forth in section VII of this
Constitution. Its chair, who may not be a member of the Executive.
Board, will be chosen by the President in consultation with the Executive Board
8.2. Members may nominate themselves or other members for committee
appointments to be made by the President at least one month prior to the annual
meeting.
8.3. The Executive Board, on behalf of the Society, may create or
dissolve ad hoc committees in order to perform specific tasks
or forward specific goals.
IX. Amendments
9.1. Amendments to the Society constitution may be proposed by the
Executive Board or by any Society member presenting a petition signed by at
least five other members. All proposed amendments must be presented to
the President at least one month prior to the vote on the proposed amendment. annual meeting.meeting at which the vote on
the proposed amendment would take place.
9.2. The Edith Wharton Society constitution
may be amended by two-thirdsa two-thirds vote of the members participating in
of the members voting at the annual meeting.
the vote. Such a vote may be conducted by paper ballot through the mail,
through an online or e-mail voting method (with paper ballots being provided upon request for
those with no Internet access), at the customary meetings at MLA, or at the biennial conferences
of the Edith Wharton Society.
ARTICLE X. DISSOLUTION
10.1. The Edith Wharton Society may be dissolved
upon recommendation of the Executive Board and a two-thirds majority vote of
the members. Intention to introduce a motion of dissolution must be announced
by mail to all members at least one month in advance.
10.2. In the event of dissolution, all assets
remaining after liabilities have been met shall be disposed of in a manner
specified by the motion of dissolution and consistent with the provisions of
section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding
provision of any future United States Internal Revenue law.
12 May 2015 5:12 pm EST
The Edith Wharton Society 