Bylaws of The Joseph Conrad Society of America
(adopted 1993, amended 1998, 2010, 2014)
Article I: Name
The name of the Society is The Joseph Conrad Society of America.
Article II: Purposes
The purposes of this Society are to foster and promote the study of Conrad’s work and life, and to offer Conrad students at any level and to other interested persons an opportunity to participate in the activities of the Society. The sole purposes of the Society are educational and literary within the meaning of those terms in section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any future Federal tax code, and the Society shall not carry on any activities not permitted to be carried on by any organization exempt from Federal income tax under that section. Especially: no substantial part of the activities of the Society shall be carrying on propaganda, or otherwise attempting, to influence legislation except as otherwise provided by Internal Revenue Code section 501(h) and it will not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office; no part of the earnings of the Society shall inure to the benefit of any member or other individual except that reasonable compensation may be paid for services rendered to or for the Society; and in any taxable year in which the Society may become a private foundation as described in IRC section 509(a), it shall distribute its income for that period in such time and manner as not to subject it to tax under IRC section 4942, and shall not (a) engage in any act of self-dealing as defined in IRC section 4943 (c); (b) make any investments in such a manner as to subject it to tax under IRC section 4944; or (c) make any taxable expenditures as defined in IRC section 4945 (d) or corresponding provisions of any subsequent Federal tax laws.
Article III: Membership
Section 1. Any person, institutions, or organization interested in the purposes of this Society may be duly admitted to membership as long as she, he, or it pays the dues hereafter provided for.
Section 2. Membership in the Society shall consist of the following classes: Individuals OrganizationsInstitutions or OrganizationsLife MembersHonorary MembersSection 3. Annual dues of members shall be set and reviewed periodically by the Board of Trustees.
Section 4. All classes of members shall have the right to vote at all meetings of the Society for all purposes thereof.
Section 5. Honorary Members may be elected by a vote of the majority of the whole number of the Executive Council then in office.
Article IV: Authority
The supreme authority of this Society is vested in the active members duly assembled in the annual convention.
Article V: Meetings
The Annual Convention of this Society shall be held at the same time and in the same city as the Modern Language Association of America (MLA) annual meeting unless exceptional circumstances arise, which will mandate a change of location to be selected by the Executive Council.
The Society intends, additionally, to have biannual conferences, normally at a college or university campus.
Article VI. Board of Trustees and Officers
Section 1. Powers.
The Society shall be managed by its Board of Trustees, who shall have and exercise full power in the management and control of the business and affairs of the Society.
Section 2. Number and Election.
The Board of Trustees shall consist of nine persons all of whom shall be members of the Society. The members of the Board shall be elected by the members of the Society at its annual meeting or, failing a quorum, by email ballot.
Section 3. Term of Office.
The term of office shall be for three years. Terms shall be so staggered that three members of the Board retire each year, to be replaced by three new members elected at the annual meeting as per Section 2.
Section 4a. Executive Council: Officers and their Duties.
The Board of Trustees, which has been elected by the membership, in turn elects an Executive Council consisting of the following officers: President, Vice President, Second Vice President, Executive Editor of Joseph Conrad Today (the Newsletter of the Society), Recording Secretary, and Web Master. Due to the special circumstances of this Society, the Executive Editor of the Newsletter also serves as Treasurer. The President presides at meetings, conducts necessary business throughout the year, and convenes meetings of the Executive Council preceding the annual meetings of the Society. The Vice President and Second Vice President assist the President and (by turn) preside over meetings in the President’s absence. The Vice President serves as the Society’s MLA liaison, overseeing the Society’s MLA panels, ensuring their breadth and inclusivity, and submitting their CFP’s and their program copy in accordance with MLA procedure and deadlines. The Second-Vice President arranges the Society’s annual Dinner (customarily at the MLA), the occasion for the Society’s annual business meeting. The Recording Secretary will record minutes, and together with the Executive Editor of JCT, keep a list of members. The Web Master will host and maintain the Society Web pages. The Executive Council, with the approval of the Executive Editor, appoints Associate Editors of JCT, who assist the Executive Editor.
Section 4 b. Terms of Office.
The presidential offices are for two-year terms. Prior to the relevant annual meeting, members of the Board of Trustees send nominations for 2nd Vice President to the Society Secretary. The Secretary then holds an election for the office via email ballots to all Society Trustees. The Board thereupon elects a new Second Vice President for a two-year term to commence after the annual meeting. After the annual meeting the outgoing President retires, the First Vice President assuming the Presidency, and the Second Vice President becoming First Vice President. Thus, every other annual meeting, a new Second Vice President is elected by the Board of Trustees, thereby establishing an orderly system of succession. The Executive Editor of JCT, the Recording Secretary, and the Web Master are elected by the Board of Trustees for five-year (renewable) terms, upon being put forward as a slate of officers by the Nominating Committee.
Article VII: The Newsletter
Joseph Conrad Today, founded by Adam Gillon, is the official publication of the Society. The Senior and Founding Editor assists the Executive Editor and Associate Editors in their tasks. JCT prints notices of research in progress, brief articles, quotes and queries, reports of the Society’s meetings and reports of other Conrad societies in the world, and other material related to Conrad studies. The Editor is selected by the Board of Trustees for a five-year term (renewable).
Article VIII. Amendments to the Bylaws
Changes of a minor nature in these bylaws may be effected at the annual meetings at MLA by a two-thirds majority of the members present (quorum of twenty-five members) or by email ballot. Amendments concerning the nature, purpose, or basic organization and structure of the Society will be submitted by email or through Joseph Conrad Today to the entire membership, and require approval by two-thirds of the members returning ballots. All amendments must be circulated among the entire membership at least one month prior to the annual meeting or before the email ballot deadline.
Article IX: Adoption of Bylaws
Adoption of these bylaws is by two-thirds majority of members responding by email ballot or voting at the annual meeting.
Article X: Dissolution of Society
Upon dissolution of the Society, all assets belonging to the Society remaining after the discharge of any and all outstanding obligations shall become the property of the institution that serves as the then academic base for Joseph Conrad Today, unless the then Executive Council selects another academic institution for this purpose. Such institution must qualify as a tax-exempt institution under the terms of section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding section of any future Federal tax code. (Especially shall no member or other individual be entitled to share in the distribution of any of the Society’s assets on dissolution of the Society.)
