Includes proposed amendments and revisions, 2008

c. Designated Representative of Institutional Member: Any individual may be designated (in writing to the Program Director) by an institutional member to act as its representative at the annual business meeting and thus authorized to act by proxy on behalf of the institutional member. Such a designated representative, upon payment of registration fee for the conference, is exempt from paying further individual active membership dues, but may present a paper at the annual meeting at which he or she serves as Designated Representative of Institutional Member, but does not individually receive other benefits already extended to the Institutional Member. Individual participating faculty are encouraged to maintain their own active memberships in addition to their institution’s institutional membership or library subscriptions to Nineteenth Century Studies.

2.2 Institutional Members: Any educational institution; professional architectural, art, history, literary, preservation, or philosophical society; public or private museum; or related scholarly society may become, upon payment of institutional dues, an institutional member.

2.3 Life Members: Any Active Member of the Society, upon payment of current Life Membership dues established by the Board of Directors, may become a Life member. Life Members enjoy privileges of membership for life without further payment of annual dues. This membership is open to individuals only and not to institutions.

Article 3: Officers and Board of Directors

3.1 The Officers of the Association shall be elected officers and appointed officers. Elected officers shall be a President, a Vice President, a Treasurer, a Secretary; appointed officers shall be a Journal Editor, a Newsletter Editor or Editors, an Archivist, a Program Director of the Annual Meeting, and the Local Arrangements Chair of the Annual Meeting. Each of these officers shall be an ex officio member of the Board of Directors during the term of his/her respective office. The officers shall hold office until their successors shall be elected or appointed.

3.2 The President shall be elected to a three-year term, renewable for one additional term of three years, and shall serve on the Board an additional three-year term as Past President. During the second year of a President’s first three-year term, the President shall inform the Board of Directors in writing of the President’s willingness to stand for reelection to a second three year term as President. In the event the President does not stand for such reelection, a President Elect shall be nominated and elected at the annual meeting prior to the President’s last year of office; in the event that the President stands for such reelection, the President-Elect shall not be nominated or elected until the second year of the President’s second 3-year term. In the event the President wins such re-election [delete hyphen] to a second three-year term, the President-Elect position on the board shall be considered vacant until the second year of the President’s second three-year term at which time a President-Elect shall be elected.

3.3 The President-Elect shall be elected during the second year of the President's first or second term, in accordance with Article 3.2, to serve during the third year of the President's term as President-Elect.

3.4 The Vice President shall be elected to a three-year renewable term, subject to the term limits as outlined in Article 3.15.

3.5 The Treasurer shall be elected to a three-year renewable term, subject to the term limits as outlined in Article 3.15.

3.6 The Secretary shall be elected to a three-year renewable term, subject to the term limits as outlined in Article 3.15.

3.7 The Journal Editor shall be appointed by the Board of Directors and shall serve at the pleasure of the Board with an expectation of a minimum of a three-year renewable term.

a. The Book Review Editor shall be appointed by the Journal Editor for an up to three-year renewable term concurrent with the Journal Editor's term.

b. The Exhibitions Review Editor shall be appointed by the Journal Editor for an up to three-year renewable term concurrent with the Journal Editor's term.

3.8 The Newsletter Editor(s): [delete colon] shall be appointed by the Board of Directors and shall serve at the pleasure of the Board with an expectation of a minimum of a three-year renewable term.

3.9 The Archivist shall be appointed by the Board of Directors and shall serve at the pleasure of the Board with an expectation of a minimum of a three-year renewable term.

3.10 The Program Director shall be appointed by the Board of Directors and shall serve a two year term on the Board of Directors during the planning year leading up to the annual meeting which the Director [Chair] administers and the year following his/her service as Program Director.

3.11 The Local Arrangements Chair shall be appointed by the Board of Directors and shall serve a two-year term on the Board of Directors during the planning year leading up to the annual meeting which the Director [Chair] administers and the year following his/her service as Local Arrangements Chair.

3.12 Board of Directors: The Association shall elect at the Annual Meeting for a term of three years no fewer than eight nor more than ten members of the Board of Directors (in addition to the officers and board members enumerated in articles 3.2 through 3.11 above). Terms of service for members of the Board of Directors are renewable and subject to the term limits as outlined in article 3.15. Nominations presented by the Board (or its nominating committee) to the membership shall provide insofar as possible a balanced representation of the various academic fields of the membership. Elections of Officers and members of the Board of Directors shall be at the Annual Meeting by a majority vote of the active members present and voting from a slate of nominees prepared by the Board of Directors or by a Nominating Committee appointed by the Board and from additional nominations as may be made from the floor of the Annual Meeting. Board of Directors' terms shall be staggered so that approximately one third of the Board shall be elected each year. ~~A Director may serve successive terms.~~

Regular meetings of the Board of Directors shall be held at such times and places as may be fixed by standing resolution of the Board. Special Board meetings may be held at any time upon call of the President and/or three members of the Board. The Secretary shall give at least ten days notice of any special Board meeting and state the purpose thereof. Minutes shall be kept at all regular and special Board meetings. At least half the members of the Board of Directors (including officers) and ~~with~~ at least one officer in attendance shall constitute a quorum at any meeting of the Board.

The Board of Directors shall conduct the incidental or emergency business of the Association between annual meetings.

3.13 Unfulfilled terms: In the event that the President should resign or be unable to serve his/her elected term, the Vice President shall assume the duties of the President until the next Annual Meeting. In the event that any other officer shall resign or be unable to serve his/her elected term, the President shall appoint a member of the Association to serve until the next election, such election to be held at the next Annual Business Meeting, and shall immediately notify the Board of Directors of such appointment. In the event that a Director shall resign or be unable to serve his/her elected term, the President may appoint a member of the Association (insofar as possible from within the same academic discipline as the retiring Director) to complete the unexpired term and shall immediately notify the Board of Directors of such appointment.

3.14 Board Members in good standing: All officers and members of the Board of Directors of this Association shall be members in good standing of the Association.

3.15 Term Limits: Terms of office of Officers and members of the Board of Directors shall be limited to two successive three-year terms requiring a three-year period off the Board, or in a different position, prior to being eligible for election to the same position. Appointment or election to Office or a Board position for a partial (less than 2 year) term shall not be considered in determining this term limit. A Board member, including a conference director serving ex officio on the Board, elected to a successive Office or Board position shall be eligible for two successive terms in that Office. Exceptions to any term limit may be made, upon recommendation of 2/3rds of the Board of Directors, for the positions of Treasurer, Journal Editor, Newsletter Editor, and Archivist, who may serve successive terms without limit as may be recommended as beneficial to the Association.

Article 4: Senior Advisory Council

4.1 The Senior Advisory Council is an integral part of the Nineteenth Century Studies Association.

4.2. Purpose: The purposes of the Senior Advisory Council are

a.. to honor past services of senior members of the Association.

b.. to provide societal memory and a valuable source of academic and administrative experience to guide the Board of Directors of the Association.

Article 5: Association Meetings

5.1 The Association shall hold an Annual Meeting (conference) at such a place as the membership shall approve. The Association shall meet annually at the invitation of an institution of higher learning or other such host society or organization within the territory as defined in Article 1.2 as determined at the Annual Meeting.

5.2 The business of the Association shall be conducted principally at the Annual Business Meeting scheduled during the Annual Meeting (conference). No matter not on the agenda set by the Board of Directors may be considered by the Business Meeting unless a majority of the active members present and voting shall desire to put the matter on the agenda. The Annual Business Meeting shall have final authority to conduct the business of the Association, but it may refer any questions except elections to a mail ballot of the membership.

5.3 An Annual Meeting may be canceled for emergency reasons by two thirds vote of the Board of Directors.

Article 6: Publications

6.1 The Association shall issue or sponsor ~~such~~ publications proposed by the Board of Directors and approved by majority vote of the active members present and voting at the Annual Business Meeting.

Article 7: Dissolution

7.1 The Association shall be dissolved by a two-thirds vote of the membership in good standing after the matter has been moved and discussed in two consecutive annual meetings. This vote may be by mail, or at an Annual Business Meeting if sufficient numbers of members in good standing are present to achieve the required two-thirds vote.

7.2 Upon dissolution, the Board of Directors shall pay all of the liabilities of the Association and dispose of any remaining assets by donation to a non-profit, academic society, or similar association, such group to be determined by the membership of this Association.

Article 8: Amendments

8.1 Proposals to amend this Constitution may be made by the Board of Directors of the Association at any annual business meeting. Amendments may also be proposed by members of the Association, upon written petition to the Board of Directors, signed by at least ten active or contributing members of the Association. Notice of any proposed amendment must be communicated to the membership at least thirty days prior to the annual meeting. Thirty-day advance posting of proposed amendments on the society’s website shall constitute such adequate ~~such~~ notice.

8.2 To become effective, a proposed amendment to this Constitution must be approved by a two-thirds vote of the active members of the Association present and voting at the annual meeting.

Article 9: Adoption

9.1 This Constitution shall take effect upon adoption by two-thirds of the active members present and voting at the Annual Meeting.

BY-LAWS [insert hyphen]

Article 1: Fees and Privileges of Classes of Membership

1.1 Active and Life members, as defined in Article 2.1 a, b, & c, and 2.3 of the Constitution and present at the Annual Meeting shall establish the amounts of dues for each class of membership pursuant to the recommendation of the Board of Directors.

1.2 A registration fee shall be collected at the Annual Meeting. The amount of this fee shall be determined by the Board of Directors, in consultation with the Program Director of the Annual Meeting~~-Elect~~.

1.3 Only Active and Life members as defined in Article 2.1 a, b, & c, and 2.3 of the Constitution may vote at the annual meeting.

1.4 All classes of membership shall receive a copy of the general publications of the Association except that joint members will receive only one joint copy.

1.5       The  Association's fiscal  year shall be  the calendar year. Dues received by the Treasurer from new members between January 1 and August 31 apply to the current fiscal year; dues received by the Treasurer from new members between September 1 and December 31 apply to will include the journal for the following year, with membership in all other respects activated immediately, unless the new member specifically requests otherwise.  Payment of renewal dues will normally be made by members at the Annual Meeting for the current fiscal year, but must be received by the Treasurer no later than May 1st  in order to remain a member maintain membership in good standing.

1.6 An honorary active membership in the Association may be extended for a period of one year to one individual each year upon recommendation of the Board of Directors and approval by a majority of the members present and voting at the Annual Business Meeting.

Article 2: Nomination and Election of Officers and Board of Directors

2.1 At least two months prior to the Annual Business Meeting at which elections are to take place, President shall appoint a Nominating Committee which shall consist of at least five active members of the Association, including the President who shall chair the Committee without a vote, the Secretary, the Archivist, an additional member of the Board of Directors, and an at-large member who is not currently serving on the Board.

2.2 When the terms of Officers or members of the Board of Directors are due to expire, the Nominating Committee shall present to the membership at the Annual Business Meeting a slate of one, two, or three nominees per position.

2.3 Additional nominations may be made from the floor at the Annual Business Meeting.

2.4 Procedure of Elections at Annual Meetings. Election of the President and the election of the President-Elect shall each be made on individual ballots, not as part of a slate including other offices or Board positions to be filled. Election of officers other than the President and President-Elect may be made by a single vote electing a proposed slate of officers and board members. Any member may move that one or more or all positions from a nominated slate of officers and board members be separated, by office or board position, for individual vote, in which case the vote on this motion, requiring a simple majority in favor to pass, shall precede any election of officers and or board member.

Article 3: Duties of Officers and Directors

3.1 President: The President is the chief executive officer of and spokes-person [delete hyphen] for the Association. ~~He/She~~ He or she is responsible for promoting the goals and purpose of the Association, its welfare, and its prosperity. The President convenes and presides over the Board of Directors and shall guide the development of the Association in consultation with the Board of Directors. The President appoints all committees created by the Board of Directors unless other provision is made for their appointment. At least three weeks prior to the Annual Board Meeting, the President shall send an agenda for that Board Meeting to the Board of Directors.

The President may forbid (in writing) the payment of any bill incurred by an officer or Director if this payment is unauthorized by the approved budget. With the approval of three quarters of the Board of Directors, expressed in writing, the President may remove any other officer or Director from office provided the reasons for doing so are stated in writing and made available to the membership.

3.2 President-Elect: During the third year of a President's last term the President-Elect shall serve in training to become the following year the President of the Association; the President-Elect shall assist the President in the administration of the Association.

3.3 Vice President: The Vice President shall assist the President in the administration of the Association, including oversight of publications ~~and committee work~~ and planning, long-range planning and new programs, policy making, and advancing the mission of the society, as well as specific oversight of all committees. The Vice President shall assume the duties of the President in the absence of the President or inability of the President to serve his or her term of office as outlined in Article 3.13 of the Constitution of this Association. With the cooperation of the Conference arrangers and Standing Committee Chairs, the Vice President shall develop and maintain guides for the conduct of annual meeting planning and standing committee work, outlining by month action required in order to provide for the timely execution of this work, including a) annual meeting registration and local arrangements; b) annual meeting program development from Call for Papers to Final Program; c) Nominating Committee; and d) other committees as may be formed with multiple year charge.

3.4 The Treasurer:

The Treasurer shall manage the collection and disbursement of Association funds as directed by the Board of Directors. The Treasurer shall manage the collection of dues, maintain membership ~~roles~~ rolls, and report to the Board of Directors annually on the status of membership in all categories. The Treasurer shall provide mailing labels of current paid members, upon request, to the Journal Editor, to the Newsletter Editor, to the Program Director and/or Local Arrangements Chair of the Annual Meeting, and to anyone authorized by the Board of Directors to receive the membership list, for the purpose of mailing association publications, announcements, or other materials approved by the Board of Directors to be so distributed to members.

The Treasurer shall prepare an annual financial report, providing an itemized and full report of income and expenditures and a thorough accounting of the association’s fiscal status, including membership status, and shall distribute an annual itemized Treasurer's Report at the Annual Business Meeting. Normal and routine expenses may be paid directly by the Treasurer as authorized by and not to exceed the budget adopted at the Annual Business Meeting. The Treasurer shall prepare for each Annual Business Meeting a proposed Association budget for the following year, and shall receive and review the proposed budget prepared by the Director of the Annual Meeting, reflecting the same in the Association's Annual Budget.

3.5 Secretary: The Secretary shall record the proceedings of the Association, maintain the administrative correspondence of the Association, record or have recorded minutes of the Annual Business Meeting, minutes of all meetings of the Board of Directors, and minutes of any Association committee meeting so designated by the President as requiring minutes to be kept, and shall distribute such minutes as designated by the Board of Directors. The Secretary shall maintain current and recent lists outlining the Board of Directors by name of board member (including year term ends), affiliation, field, board position, address (postal and e-mail), phone(s) and FAX numbers, ~~members~~ and distribute ~~same~~ such lists to Board members. The Secretary shall also maintain rotation charts organized by year, indicating which positions, held by which members, will be up for reelection or reappointment at each coming year’s meeting. These rotation charts shall include Officers, Board members, and members of the Senior Advisory Council, and shall be updated and given to the President at the time of submission of minutes for each year’s annual meeting. With the cooperation of the Conference arrangers and Standing Committee Chairs, the Secretary shall develop and maintain guides for the conduct of annual meeting planning and standing committee work, outlining by month action required in order to provide for the timely execution of this work, including a) annual meeting registration and local arrangements; b) annual meeting program development from Call for Papers to Final Program; c) Nominations Committee; d) other committees as may be formed with multiple year charge.

3.6 Journal Editor: The Journal Editor shall be responsible for the receipt (and solicitation as necessary) and review of manuscripts, the editorial preparation and publication, and the mailing of the journal of the Association, which shall be called Nineteenth-Century Studies. The Editor shall operate within the budget approved for such purposes by the Board of Directors, but may receive on behalf of the Association contributions and/or grants from other societies, organizations, or institutions, in support of the journal, reporting the same to the Treasurer. The Journal Editor shall serve at the pleasure of the Board of Directors. The Journal Editor may be removed from office by the President for just cause and with the advice and consent of a majority of the Board of Directors following written explanation by the President to the Board of the need or desirability for such removal from office.

a. The Review Editor shall be responsible for the receipt (and solicitation as necessary) and editorial review of book review manuscripts, and the mailing of same to the Journal Editor in a timely manner to meet publication deadlines established by the Journal Editor in a quantity and following journal editorial standards as determined by the Journal Editor in consultation with the Review Editor and as determined by established practice for the journal.

b. The Exhibitions Review Editor shall be responsible for the writing of (and solicitation by others as determined appropriate in consultation with the Journal Editor) reviews of art exhibitions and other such exhibitions or performances as may be of interest to the membership of the society, the obtaining of illustrative materials and permissions to publish same as may be appropriate to the review, and the mailing of same to the Journal Editor in a timely manner to meet publication deadlines established by the Journal Editor in a quantity and following journal editorial standards as determined by the Journal Editor in consultation with the Review Editor and as determined by established practice for the journal.

c. Both the Review Editor and the Exhibitions Review Editor are expected to serve three year renewable terms, but each serves at the pleasure of the Journal Editor, and may be removed from office by the Journal Editor, for just cause and with the advice and consent of a majority of the Board of Directors following written explanation by the Journal Editor to the Board of the need or desirability for such removal from office.

3.7 Newsletter Editor: The Newsletter Editor shall publish the Newsletter of the Association and/or other publications of the Association approved by the Board of Directors to be under his/her editorship and shall be responsible for the mailing of the Newsletter to the membership. The Newsletter Editor shall operate within the budget approved for such purposes by the Board of Directors, but may receive on behalf of the Association contributions or grants from other societies, organizations, or institutions, in support of the Newsletter, reporting the same to the Treasurer. The Newsletter Editor shall serve at the pleasure of the Board of Directors; The Newsletter Editor may be removed from office by the President for just cause and with the advice and consent of a majority of the Board of Directors following written explanation by the President to the Board of the need or desirability for such removal from office.

3.8 Archivist: The Archivist shall keep the permanent records of the society. This shall include, but not be limited to, two copies of all society publications, including Nineteenth Century Studies and XIX: The Newsletter of the Nineteenth Century Studies Association; a copy of agenda, minutes, budgets, and all reports made for and a part of all board of directors meetings and annual business meetings of the society; a copy of agenda and minutes of any committee meeting of the society which convenes formally and establishes a formal agenda and keeps minutes; a copy of the membership list for each year; a roster of officers and members of the Board of Directors for each year; a copy of any resolutions passed or proposed, documents of awards given, and special recognitions as may occur on behalf of the society; a copy of each annual meeting Call for Papers and Annual Meeting Program; a copy of major presidential correspondence made on behalf of the society; a copy of the end-of-the year bank reports/summaries and any tax report or tax form filed or corporation documentation executed on behalf of the society.

3.9 Program Director: The Program Director shall be responsible for the development of the annual conference program, shall convene and chair the program and arrangements committees, and shall regularly keep the President informed of program status. The Program Director shall issue a Call for Papers for the Annual Meeting and distribute said Call ~~both~~ at the previous Annual Meeting and, through the Publicity Committee, to the membership at large, to professional societies and institutions, and to other interested individuals and groups. The Program Director shall publish and distribute by January 15th a Preliminary Program of the Annual Meeting (conference).

3.10 Local Arrangements Chair: The Local Arrangements Chair shall convene and chair the local arrangements committee. ~~He/she~~ He or she shall be responsible for securing appropriate meeting space, audio/visual equipment and housing for the annual conference and for arranging registration, conference reception(s), and meals. The Local Arrangements Chair shall also arrange for the printing of the conference programs and name tags for the participants. ~~He/she~~ He or she shall serve under the general direction of the Program Director, with whom ~~he/she~~ he or she will coordinate conference planning.

3.11 Board of Directors: The Board of Directors shall administer the affairs of the Association. The Board of Directors shall meet annually at the Annual Meeting of the Association to draft a budget for the following year, to establish the agenda of the Annual Business Meeting, to consider the needs and goals of the Association and initiate action toward the fulfillment of the purpose of the Association, and to carry out such duties as are approved for them by the Constitution and By Laws of the Association. A quorum shall consist of at least half of the members of the Board of Directors (including officers) and ~~with~~ at least one officer in attendance.

The Board of Directors shall be responsible for advising and assisting the President about the work of the Association in their states and within their academic disciplines.

3.12 Membership in good standing of Officers and Members of the Board of Directors: All Officers and Directors of the Association shall be members in good standing of the Nineteenth-Century Studies Association.

Article 4:. Duties of, and Conditions governing, the Senior Advisory Council:

4.1 Duties: The duties of a member of the Senior Advisory Council are

a. to serve as a resource for the Board of Directors;

b. to attend the annual Board of Directors meetings, providing consultation and advice and reviewing and commenting on agenda matters as may be deliberated by the Board of Directors;

c. to attend the Annual Business Meeting of the Association

d. to respond to solicitation from the officers, directors, and/or membership of the Association for advice regarding the activities, programs, and plans of the Association;