Constitution

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

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 will be 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 his/her 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 served his/her 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. The Chair of the Board will be elected by the directors from among their number, every two years in line with the cycle of elections; he/she will chair meetings and serve 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. Members of the Executive Council and Nominating Committee, and the appointed agents and/or paid staff of the Society, may attend meetings of the Board as nonvoting participants at the discretion of the Chair. 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 will consist of the President, the Vice President, the Treasurer, the Recording Secretary, the Membership Secretary, the Director for Transnational Affairs, the Director for Publications and Awards, the Director of Electronic Resources, the Director for Conferences, and one Member-at-Large. The immediate Past-President may serve ex-officio without a vote.

The Executive Council will appoint committees and task forces, unpaid agents such as editors and others, and paid employees, as it deems necessary to the effective functioning of the Society. Each of these individuals will hold office for as long as the Council deems fit, and will have such authority and perform such duties as the Council may determine. Each member of the Executive Council may act as chair of a committee whose task is to oversee the portfolio for which the member has been elected.

The Executive Council will maintain a set of Administrative Guidelines, to be updated annually, which specify 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 an unlimited number of terms.

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

(a) President. The President will have general supervision of the affairs of the Society and will keep the members and officers fully informed about its activities. Such information will include a written annual report. He or she will preside at all meetings of the members, the Board of Directors, and 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.

(b) 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.

(c) Treasurer. The Treasurer will keep or cause to be kept full and accurate accounts of the receipts and disbursements of the Society, and will 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 will render 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.

(d) Recording Secretary. The Recording Secretary will assist the President in preparation of meetings of the members, the Board of Directors, and the Executive Council. He or she will keep minutes at all meetings and keep records of the decisions made by correspondence among the Executive Committee and Board of Directors. He or she will work with the Board of Directors to develop and maintain a Records Management policy, and work with the designated archival institution to oversee the maintenance and disposition of the Society’s archives.

(e) Membership Secretary. The Membership Secretary will be responsible for managing the recruitment and retention of the Society’s individual members, and for maintaining liaisons with the officers of established organizations promoting book history. He or she will keep or cause to be kept up-to-date records of the Society’s membership and mailing lists, and manage its liaisons with scholarly organizations.

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

(g) Director for Publications and Awards. The Director for Publications and Awards will manage the Society’s journal and newsletter, 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 will also establish, or cause to be established, a committee for each award, oversee their activities, and ensure their timely report to the Executive Council.

(h) Director of Electronic Resources. The Director of Electronic Resources will oversee the Society’s online activities, as well as any other electronic or digital communications, and establish task forces and workflows as necessary. These digital methods and technologies are to be used in accordance with international standards and best practice. At the discretion of the Executive Council, the Director may personally serve as the manager of the website, listserv and/or social media.

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

(j) Member-at-Large. The Member-at-Large will 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 3. Nominating Committee.

The Nominating Committee will 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. The Nominating Committee will consist of three members, each of whom will be elected for a four-year term, renewable once. 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 four years have elapsed since his/her most recent term. The Nominating Committee will normally be chaired by its longest-serving member.

Article III : ELECTION OF OFFICERS

The election of officers will occur every second year, and the Chair of the Nominating Committee will manage, or cause to be managed, the process of voting.

Section 1.  Nominations. For each vacancy among the elected officers, the Nominating Committee will solicit 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 in the Society’s digital and/or print publications. Candidates for any office may also be nominated by a petition signed by the lesser of 50 or 10% of paid-up members and addressed to the Recording Secretary.

Section 2.  Ballot. Elections for all officers will be 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 to 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, 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. 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 fund-raising 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, ARCHIVES, AND APPOINTED AGENTS OF THE SOCIETY

The society is proprietor and sole publisher of a newsletter (known as SHARP News), an online listserv (known as SHARP-L) and a refereed scholarly journal (known as Book History). The Executive Council will appoint, as agents of the Society, editors for all these publications, and for any further publications the society may decide to undertake. The society maintains an archive of its records, and the executive council will appoint one or more archivists as agent(s) of the Society. All these appointed agents will serve as long as the Executive Council deems fit, but normally for terms of two years, renewable indefinitely.

Section 1. SHARP News. The editor(s) will manage the content, publication and distribution of the newsletter, and appoint review editors, a bibliographer and other contributors as necessary. The editor(s) will be responsible to the Director for Publications and Awards.

Section 2: SHARP-L. The listowner(s) will manage the content, publication and distribution of the listserv, and appoint subordinate list managers as necessary. The listowner(s) will be responsible to the director of electronic resources.

Section 3: Book History. The editor(s) will manage the content, publication and distribution of the journal. The editor(s) will liaise with their editorial advisory board and with the representatives of the publishing firm responsible for production and distribution. The editor(s) will be responsible to the director for publications and awards.

Section 4: Archives. The archivist(s) will manage the Society’s financial and organizational records, including the programs of its conferences and similar records of other activities. They will create and maintain documentation in both print and digital form. The archivist will be responsible to the Recording Secretary.

Article VIII : Business Affairs

Section 1.  Checks and Notes.  The Executive Council is authorized to select such depositories as it will deem proper for the funds of the Society and will determine who will 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 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.  Fiscal Year.  The fiscal year of the Society will 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.

Section 7. 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 X : 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.