onstitution
Society for the History of Authorship, Reading and Publishing, Inc.

Article I : Members

Section 1. Purpose. The Society for the History of Authorship, Reading and Publishing, Inc. is a non-profit organization for the promotion of teaching and research in book history. “Book history” is defined as the history of the creation, transmission, and reception of the written and printed word in all literatures and languages.

Section 2. Membership. Membership shall be open to all persons interested in the purposes of the Society. The Executive Council may set membership dues, as it deems appropriate.

Section 3. Meetings. The annual meeting of the Society shall be held each year at a time, place, and date to be fixed by the Executive Council. Special meetings shall be held whenever called by the Executive Council, by the Board of Directors, or by a petition signed by the lesser of 50 or 1/10th of the members. Advance written notice of all meetings shall be given to all members using standard post or electronic mail.

Section 4. Quorum and Adjournment of Meetings. At all meetings of the members, the lesser of 50 members or 1/10th of the membership, present in person, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members present in person may adjourn the meeting.

Section 5. Voting. At any meeting of the members, each member present in person shall be entitled to one vote. Upon demand of any two members, any vote put before the meeting shall be by secret ballot.

Section 6. Officers. All elected members of the Board of Directors, the Executive Council, and the Nominating Committee are officers of the Society. Only members of the Society are eligible to serve as officers. Any member of the Society may be nominated to any office, except that the President must be serving on the Executive Council or Board of Directors at the time of his/her nomination. No person may simultaneously serve as more than one officer. Terms of office for all officers begin and end at the conclusion of the Society's annual general meeting.

Article II : Board of Directors

Section 1. Powers and Number. The Board of Directors, which shall consist of no fewer than fifteen and no more than twenty directors, will advise and oversee the work of the Executive Council.

Section 2. Term of Office. Each director shall normally serve for a term of eight years, and the Nominating Committee shall nominate a sufficient number of new directors to keep the total at 15 to 20. A director who has served four years or more may stand again for election after four years have elapsed since his/her most recent term.

Section 3. Removal. Any officer may be removed for cause by a majority vote of the entire Board of Directors.

Section 4. Meetings. The annual meeting of the Board of Directors shall be held at a time and place fixed by the Executive Council. Special meetings of the Board of Directors shall be held whenever called by the Board of Directors or the Executive Council, at a time and place fixed by the body calling the meeting. Unless the Board votes otherwise, members of the Executive Council and the Nominating Committee may attend meetings of the Board as nonvoting participants.

Section 5. Quorum and Voting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Any action permitted to be taken by the Board of Directors may be taken without a meeting if a majority of the directors consent in writing to a resolution authorizing the action. Directors may participate in a meeting of the Board by conference telephone, by electronic mail, or by written proxy, and such participants shall be counted toward a quorum. The Recording Secretary shall be advised of all decisions taken by the Board of Directors.

Section 6. Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board of Directors, together with a written agenda, shall be sent to each director either by electronic mail or postage prepaid at his or her designated address, at least fifteen days before the meeting.

Article III : Executive Council

Section 1. Powers and Number. The Society shall be managed by the Executive Council, elected and voting membership of which will consist of the President, the Vice President, the Treasurer, the Recording Secretary, the Membership Secretary, the External Affairs Director, the Director for Publications and Awards, the Director of Electronic Resources, and one Member-at-Large. The immediate Past-President shall serve ex-officio without a vote. Appointed Members (non-elected and non-voting, but participating in decision-making by consensus) may include the Editors of SHARP-News and Book History and others providing substantial services, voluntary or paid, to the Society. Such members will be appointed by a majority vote of the elected members of the Executive Council, for terms of two years, renewable indefinitely.

Section 2. Employees. The Executive Council shall appoint employees and other agents as it shall deem necessary, each of whom shall hold office during the pleasure of the Council, and shall have such authority and perform such duties and shall receive such reasonable compensation as the Council may determine.

Section 3. Vacancies. If the office of President falls vacant, the Vice President shall succeed to that office and serve out the unexpired portion of the term. In case of a vacancy in any other office on the Board of Directors, the Executive Council, or the Nominating Committee, a successor to fill the unexpired portion of the term shall be selected by the Executive Council.

Section 4. Elected Officers

Section 4(a). President. The President shall preside at all meetings of the members, the Board of Directors, and the Executive Council; shall have general supervision of the affairs of the Society; and shall keep the members and officers of the Society fully informed about the activities of the Society. He or she has the power to sign alone, in the name of the Society, all contracts authorized either generally or specifically by the Executive Council.

Section 4(b). Vice President. In the absence of the President, the Vice President shall perform the duties of the President.

Section 4(c). Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of the receipts and disbursements of the Society, and shall deposit or cause to be deposited all moneys and other valuable effects of the Society in the name and to the credit of the Society in such banks or depositories as the Executive Council may designate. At the annual meetings of the members and the Board of Directors, the Treasurer shall render a statement of the Corporation's accounts. He or she shall at reasonable times exhibit the Society's books and accounts to any member of the Board of Directors or the Executive Council.

Section 4(d). Recording Secretary. The Recording Secretary shall keep minutes at all meetings of the members, the Board of Directors, and the Executive Council. He or she shall also oversee the maintenance and disposition of the Society’s archives and keep records of the decisions made by correspondence among the Executive Committee and Board of Directors. The Recording Secretary shall also receive the report of the Nominating Committee.

Section 4(e). Membership Secretary. The Membership Secretary shall keep and update the Society's membership and mailing lists. He or she shall annually compile the Society's membership directory and arrange for its distribution to the members.

Section 4(f). External Affairs Director. The External Affairs Director shall manage the Society’s publicity materials and co-ordinate liaison with related organizations.

Section 4(g). Director for Publications and Awards. The Director for Publications and Awards shall manage the Society’s printed publications, act as a liaison between their editors and the officers of the Society, and establish task forces as necessary. At the discretion of the Executive Council, the Director may personally serve as an editor. The Director shall also establish a committee for each award and ensure its timely report to the Executive.

Section 4(h). Director of Electronic Resources. The Director of Electronic Resources shall oversee the Society’s Internet site and its Listserv, as well as any other electronic or digital communications, and establish task forces as necessary. At the discretion of the Executive Council, the Director may personally serve as the manager of the website and/or listserv

Section 4(i). Member-at-Large. The Member-at-Large shall chair committees or undertake other duties at the discretion of the President and Executive Council. Such duties may be designated by a specific title on an ad hoc basis.

Section 5. Terms of Office. Elected members of the Executive Council serve terms of two years. The President, Vice-President and Member-at-Large may serve a maximum of two terms in these positions; all other elected members of the Executive Council may serve an unlimited number of terms.

Section 6: Appointed Members of Executive Council

Section 6(a). Editor of SHARP News. The Executive Council shall appoint an Editor to manage the content, publication and distribution of the Society’s newsletter, and appoint review editors, a bibliographer and other contributors as necessary. The appointee will serve at the pleasure of the Executive Council.

Section 6(b). Editor(s) of Book History. The Executive Council shall appoint Editor(s) to manage the content, publication and distribution of the Society’s journal. They will work with the journal’s publisher and with their editorial board. The appointee (s) will serve at the pleasure of the Executive Council.

Article IV : Committees

Section 1. Nominating Committee. The Nominating Committee shall consist of three members, each of whom will be elected for a four-year non-renewable term. Names and addresses of Committee members will appear in any Society publication (print or electronic) where officers are listed. A member who has served a full term may stand again for election after six years have elapsed since his/her most recent term. The Nominating Committee will be chaired by its longest-serving member.

Section 2. Conference Committees:

Section 2(a). Local Arrangements Committee. For each of the Society's conferences, the Executive Council will appoint a Local Arrangements Chair (or Co-chairs). They will assemble a Local Arrangements Committee, which will be responsible for managing the conference and for liaison with the host organization, subject to general oversight by the Executive Council. The Local Arrangements Committee and the host organization will be responsible for any profits or losses made by the conference.

Section 2(b). Program Committee. For each of the Society's conferences, there shall be a Program Committee which will circulate a Call for Papers and select a conference program from the proposals submitted to it. One member of the Executive Council shall be appointed to the Program Committee, which should also include a member of the program committee for the following year’s conference. The Committee will choose its own chair.

Section 3. Other Committees. Other committees and task forces may be created by decision of the Executive Council or the Board of Directors.

Article V : Elections

Section 1. Nominations. The Nominating Committee shall solicit nominations from the membership for all positions open in any year. Such nominations must be filed with the Chair of the Nominating Committee by a date (at least 90 days before the date of the Annual General Meeting) announced in the Society's newsletter or journal and on the website. The Nominating Committee shall nominate at least one candidate, who has agreed to stand, for each vacancy on the Board of Directors, the Executive Council, and the Nominating Committee. Other candidates for any office may be nominated by a petition signed by the lesser of 50 or 1/10th of the members and addressed to the Recording Secretary.

Section 2. Ballot. Elections for all officers will be conducted at the Annual General Meeting. For an office filled by acclamation the formal election shall take place at the Annual General Meeting. For an office with two or more nominations, the election shall be conducted by a ballot sent to all members, with each member having one vote. Ballots may be circulated by standard or electronic means, but no member is to be disenfranchised by such means. Ballots shall be sent to all members at least 60 days in advance of the Annual General Meeting, and must be returned to the Chair of the Nominating Committee at least 30 days before the Annual General Meeting, with the results being announced at that meeting.

Article VI : Business Affairs

Section 1. Checks and Notes. The Executive Council is authorized to select such depositories as it shall deem proper for the funds of the Society and shall determine who shall be authorized in the Society's behalf to sign bills, notices, receipts, acceptances, endorsements, checks, releases and other documents.

Section 2. Investments. The funds of the Society may be retained in whole or in part in cash or be invested in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Executive Council may deem desirable.

Section 3. Office. The office of the Society shall be located at such place as the Executive Council may determine.

Section 4. Books. There shall be kept at the office of the Society correct books of account of the activities and transactions of the Society including a minute book, which shall contain a copy of the certificate of incorporation, a copy of this constitution, and all minutes of all meetings of the members, the Board of Directors, and the Executive Council.

Section 5. Fiscal Year. The fiscal year of the Society shall be determined by the Executive Council.

Section 6. Indemnification. The Society may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a director, officer, employee or agent of the Society, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees.

Article VII : Ratification and Amendment

This constitution may be ratified or amended by the affirmative vote of two-thirds of those members voting by ballot. Ballots may be circulated by post or by electronic means but no member is to be disenfranchised by such means. Amendments may be proposed by the Board of Directors or the Executive Council, or by a petition signed by the lesser of 50 or 1/10th of the members.

2009