Constitution

(Initially ratified at the 1993 founding meeting; revised 2006; further revisions 2016; 2019)

ARTICLE I: PURPOSE AND MEMBERSHIP

The Society for the History of Authorship, Reading and Publishing, Inc. (SHARP) is a non-profit organization serving as a global network for the promotion of teaching and research in book history. “Book History” is defined as the interdisciplinary study of the composition, mediation, reception, survival, and transformation of written communication in material forms, from the ancient world to the present day.

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

ARTICLE II: GOVERNANCE

The Board of Directors is elected to advise and oversee the work of the Executive Council, whose duty is to manage the affairs of the Society. All elected members of the Board of Directors, the Executive Council, and the Nominating Committee are officers of the Society.  Only paid-up 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 nomination.  If the office of President falls vacant, the Vice-President will 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 will be selected by the Executive Council and approved by the Board of Directors. No person may simultaneously serve as more than one officer. Terms of office begin and end at the conclusion of the Society’s Annual General Meeting. Any officer may be removed for cause by a majority vote of the entire Board of Directors. Committees and task forces may be created by decision of the Executive Council or the Board of Directors.

Section 1.  Board of Directors.

 (II.1.a) Composition and Term of Office. The Board of Directors will consist of no fewer than twelve and no more than fifteen directors. Each director will normally serve for a term of four years, and the Nominating Committee will nominate a sufficient number of new directors to keep the total at 12 to 15.  A director who has completed a term of office may stand again, for no more than one further term. A member may stand again for election after four years have elapsed since his/her most recent term.

 (II.1.b) Chair. Following each two-year cycle of elections, the Chair of the Board will be elected by the directors from among their number; the Chair presides over Board meetings and serves as liaison with the other officers.

(II.1.c) Board Meetings.  A meeting of the Board of Directors will be held in conjunction with the annual conference. At the discretion of the Chair, members of the Executive Council, the Nominating Committee, and any appointed agents or paid staff of the Society may attend meetings of the Board as nonvoting participants. Further meetings of the Board of Directors will be held whenever called by the Board Chair or the President. Notice of the time and place of each regular or special meeting of the Board of Directors, together with a written agenda, will be sent to each director at least fifteen days before the meeting. A simple majority of the entire Board of Directors will constitute a quorum for the transaction of business, which may be conducted using electronic means.

Section 2.  Executive Council.

(II.2.a) Composition and Powers.  Elected and voting membership of the Executive Council consists of the President, the Vice-President, the Treasurer, the Recording Secretary, the Membership Secretary, the Director of Transnational Affairs, the Director of Publications, the Director of Awards, the Director of Electronic Resources, the Director of Conferences, and one Member-at-Large. The immediate Past-President may serve ex-officio without a vote.

The Executive Council maintains a policy manual specifying such aspects of governance and management as fall outside the purview of this constitution.

(II.2.b) Terms of Office.  Elected members of the Executive Council will serve terms of two years.  The President, Vice-President and Member-at-Large may serve a maximum of two consecutive terms in these positions; all other elected members of the Executive Council may serve a maximum of twelve years in any one role.

(II.2.c) Duties of the Executive Council.

(i) President. The President has general supervision of the affairs of the Society and keeps the members and officers fully informed about its activities. Such information includes a written annual report. He or she presides at all meetings of the members and of the Executive Council. The President has the power to sign alone, in the name of the Society, all contracts authorized either generally or specifically by the Executive Council.

(ii) Vice-President. The Vice-President supports the work of the President and performs the duties of the President in the event of absence or incapacity.

(iii) Treasurer. The Treasurer keeps or causes to be kept full and accurate accounts of the receipts and disbursements of the Society, and deposits or causes 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 renders a statement of the Corporation’s accounts.  He or she will at reasonable times exhibit the Society’s books and accounts to any member of the Board of Directors or the Executive Council.  The Treasurer must be a United States resident to facilitate US banking arrangements and to meet the Society’s New York Certificate of Incorporation requirements as one of its registered officers.

(iv) Recording Secretary. The Recording Secretary assists the President in preparation for meetings of the members and of the Executive Council, and assists the Chair of the Board in preparation for meetings of the Board of Directors.  He or she keeps minutes at all meetings and records the decisions made by correspondence among the Executive Committee and Board of Directors. The Recording Secretary, with the designated archival institution and the archivist, oversees the maintenance and disposition of the Society’s archives.

(v) Membership Secretary. The Membership Secretary is responsible for managing the recruitment and retention of the Society’s individual members, serving as a liaison with the publisher’s membership services, and facilitating and maintaining affiliate relationships with other scholarly organizations promoting book history. He or she keeps or causes to be kept up-to-date records of the Society’s membership and mailing lists, and manages its liaisons with scholarly organizations.

(vi) Director of Transnational Affairs. The Director of Transnational Affairs is responsible for maintaining and increasing the Society’s position as a sustainable transnational organization.

(vii) Director of Publications. The Director of Publications oversees all the Society’s publications and acts as the liaison between their editors and the officers of the Society.

(viii) Director of Awards.  The Director of Awards establishes, or causes to be established, a committee for each award given by the Society, oversees those committees’ activities, ensures their timely report to the Executive Council, and organises the presentation and announcement of all awards.

(ix) Director of Electronic Resources. The Director for Electronic Resources oversees the Society’s online activities, as well as any other electronic or digital communications. At the discretion of the Executive Council, the Director may personally serve as the manager of the Society’s website, listserv and/or social media and appoint, with Executive Council approval, members to manage particular resources.  In no instance shall such appointees serve more than twelve years in any single role.

(x) Director of Conferences. The Director of Conferences is responsible for ensuring that best practices are followed for conference planning, implementation and evaluation (whether using the Society’s own manual or otherwise).

(xi) Member-at-Large. The Member-at-Large chairs committees or undertakes 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 3.  Nominating Committee.  The Nominating Committee nominates at least one candidate, who has agreed to stand, for each vacancy on the Board of Directors, the Executive Council, and the Nominating Committee. The Nominating Committee will consist of three members, each of whom will be elected for staggered terms of four years, renewable once. A member who has served a full term may stand again for election after four years have elapsed since his/her most recent term. The Nominating Committee will normally be chaired by its longest-serving member.

Section 4.  Appointees.  The Executive Council may appoint committees, task forces, unpaid agents, and paid employees as it deems necessary to the effective functioning of the Society. Each of these individuals will hold office and will have such authority and perform such duties as the Council may determine.

ARTICLE III: ELECTION OF OFFICERS

The election of officers occurs every second year and the Chair of the Nominating Committee manages, or causes to be managed, the process of voting.

Section 1.  Nominations.  For each vacancy among the elected officers, the Nominating Committee solicits nominations from the membership, in addition to making nominations on their own initiative. 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 to the membership. Candidates for any office may also be nominated by a petition addressed to the Recording Secretary and signed by the lesser of 50 or 10% of paid-up members.

Section 2.  Ballot.  Elections for all officers are conducted in advance of the Annual General Meeting, normally by an online process. For an office with two or more nominations, the election will be conducted by a ballot sent to all members, with each member having one vote. Ballots may be circulated by electronic or other means, but no member is to be disenfranchised by such means. Ballots will 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. Where there is only one nomination, the office is filled by acclamation.

ARTICLE IV: MEMBERSHIP MEETINGS

The Annual General Meeting of the Society will be held each year at a time, place, and date to be fixed by the Executive Council, normally in conjunction with the annual conference. Its primary purpose is for the membership to receive reports from the Executive Council, offer information about relevant events, and propose new initiatives. Formal motions from the floor of the meeting will be sent to the Executive Council and Board of Directors for action, and those bodies will report to the next meeting of the membership. Special general meetings will be held whenever called by the Executive Council, by the Board of Directors, or by a petition signed by the lesser of 100 or 10% of the members. Advance written notice of all meetings will be given to all members. At all meetings of the members, the lesser of 50 members or 10% of the membership, present in person, will constitute a quorum for the transaction of business.  In the absence of a quorum, information and reports may be circulated but no formal business may be transacted. At any meeting of the members, each member present in person will be entitled to one vote.  Upon demand of any two members, any vote put before the meeting will be by secret ballot.

ARTICLE V: CONFERENCES

The Society will hold an annual conference, normally in conjunction with the Annual General Meeting, and may also hold other conferences, symposia or similar meetings at other times throughout the year.

Section 1.  Selection of Conference Venues and Hosts.  For each of the Society’s annual or focused/regional conferences, the Executive Council will receive proposals from members working with potential host organizations, and appoint a Conference Chair (or Co-Chairs). The Conference Chair(s) will assemble a Local Arrangements Committee 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.  Program Committee for the Annual Conference.  For each of the Society’s annual conferences, there will be a Program Committee, which will circulate a Call for Papers and select a conference program from the proposals submitted to it. At least one member of the Executive Council will 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.

ARTICLE VI: COMMITTEE FOR DEVELOPMENT AND FINANCIAL PLANNING

The Executive Council and Board of Directors will establish and maintain a committee to be tasked with fundraising for future projects for the Society, and with implementing an investment policy on behalf of the Society. The committee may establish ad hoc sub-committees.

ARTICLE VII: PUBLICATIONS

The Society is proprietor and sole publisher of a newsletter (known as SHARP News), an online listserv (known as SHARP-L), a refereed scholarly journal (known as Book History), and a journal for promoting scholarship on book history published in languages other than English (known as Lingua Franca). The editors of all SHARP publications as well as the archivist serve at the pleasure of the Executive Council and report to the Director of Publications as required or at least annually prior to the general meeting. The policy manual details particular arrangements for each publication, but in no instance should editorial terms exceed six years, and no editor may serve more than two terms or twelve years total as editor of a particular publication. To fill appointed positions, an Editorial Appointment Committee including representation from the Board, the Executive Council, specific stakeholders as relevant, and the general membership will be formed.

Section 1.  SHARP News.  The editor(s) manage the content, publication and distribution of the newsletter, and appoint review editors, a bibliographer and other contributors as necessary.

Section 2.  SHARP-L.  The listowner(s) manage the content, publication and distribution of the listserv, and appoint subordinate list managers as necessary.  The listowners are appointed by the Executive Council and report to the Vice-President.

Section 3.  Book History.  The editor(s) manage the submissions, selection and editing of content, publication and distribution of the journal. The editor(s) appoint and liaise with their editorial advisory board and with the representatives of the publishing firm responsible for production and distribution.

Section 4.  Lingua FrancaThe editor(s) manage the selection, translation, and editing of content, publication and distribution of the journal. The editor(s) appoint and liaise with their editorial advisory board and coordinate online publication arrangements.

ARTICLE VIII: BUSINESS AFFAIRS

Section 1.  Checks and Notes.  The Executive Council is authorized to select such depositories as it deems proper for the funds of the Society and to determine who will be authorized on 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 will be located at such place as the Executive Council may determine.

Section 4.  Records.  There will be kept in the records of the Society correct records of account of the activities and transactions of the Society including a minute book, which will 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.  Archives.  The Society will appoint an archivist to collect and preserve the Society’s financial and organizational records, including the programs of its conferences and similar records of other activities. The archivist will create and maintain documentation in both print and digital form. The archivist is responsible to the Recording Secretary.

Section 6.  Fiscal Year.  The fiscal year of the Society will be determined by the Executive Council.

Section 7.  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 or she, his or her 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.

Section 8.  Dissolution.  In the event of the dissolution of the Society, its property and other assets, including all of its rights in and to its own publications, will not be distributed as would be prescribed by applicable law in the absence of this provision, but will instead be distributed to an institution or institutions designated by the Executive Council (or, failing such designation, by the court having jurisdiction over such dissolution) which has or have functions and objectives as closely related as possible to those of the Society as stated herein above.

ARTICLE IX: RATIFICATION AND AMENDMENT

This constitution may be ratified or amended by the affirmative vote of two-thirds of those members voting by ballot, provided that the lesser of 100 or 10% of the members have registered a vote. Ballots may be circulated by electronic or other 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 addressed to either the Chair of the Nominating Committee or the Chair of the Board, and signed by the lesser of 50 or 10% of paid-up members.