Proposed Changes to the Edith Wharton Society Constitution (2005)
Background: The Edith Wharton Society is in the process of becoming a nonprofit corporation under IRS 501 (c) (3) rules, but its constitution must be revised to reflect the IRS guidelines for such corporations. The constitution currently stipulates that the official vote must take place at MLA; however, votes on the sentiments of the membership about such changes will take place at the business meeting at ALA in May 2005 and at the House of Mirth Conference in June 2005.
Results of the nonbinding vote at ALA: All in favor; none opposed.
Results of the nonbinding vote at the House of Mirth Conference: 28 ballots returned; 27 approved; 1 not marked.
Results of the binding vote at the MLA business meeting on December 30, 2005: All in favor, none opposed. The new constitution is thus in effect for 2006.
Proposed Changes to the Constitution to Comply with Requirements for Nonprofit Status (based on http://www.wsu.edu/~campbelld/crane/constitution.htm ).
- Proposed changes that affect nonprofit status are in bold. Numbers have temporarily been changed to reflect the numbering system typically used in author society by-laws compliant with IRS standards.
- Proposed changes that affect the way we vote and conduct business are in red.
I. Name of the Organization
1.1 The name of the organization shall be the Edith Wharton Society.
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.
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 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 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. 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 subscription to The Edith Wharton Review.
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.
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 .
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.
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 the Review . The Editor may appoint an Associate 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, who serves for a five-year renewable term. To achieve continuity, 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 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.
7.1. Officers and members of the Executive Board shall be elected by mail-in ballot.
7.2. The Nominations Committee shall solicit nominations for office during the months of January through March and by April 15 th 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 prepare ballots, mail them to members, establish deadlines for voting, tabulate results, and report results to the President by December 1st.
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.
8.1 There shall be three standing committees formed from the Society membership.
8.1.1. Program: This committee, chaired 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. 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.
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
9.2. The Edith Wharton Society constitution may be amended by
two-thirds of the members voting at the annual meeting.
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.