THE SOCIETY FOR TEXTUAL SCHOLARSHIP, INC.
BY-LAWS

I. Membership

1. Membership. Members shall be in such categories and shall pay such dues as the Executive Committee shall from time to time determine. Membership shall be for a calendar year, and only a member who has paid his dues for the calendar year shall be considered a Member in Good Standing for that calendar year.

2. Honorary Membership. Honorary Members of the Society may be elected at the Annual Meeting upon the recommendation of the Executive Committee.

II. Executive Committee and Officers

1. The Executive Committee. The Executive Committee is the controlling authority of the Society. The Executive Director shall report on its actions and policies at the Annual Meeting. Seven (7) elected members and two (2) officers shall constitute a quorum of the Executive Committee. Decisions of the Executive Committee shall be by a simple majority of voting members present. A tie vote shall be construed as a failure to pass the measure proposed.

2. Composition of the Executive Committee. The Executive Committee shall be composed of the President, the Executive Director, the Secretary, the Web Secretary, the Treasurer and Twelve (12) other individuals elected to be members of the Executive Committee and such other former officers as are described below.

3. The President. The President is the presiding Officer of the Society.. The President chairs the meetings of the Executive Committee and the Annual Meeting. The President serves for a term of Two (2) years, and he delivers the address at any Conference (as described in VII below) held during his term.

4. The Executive Director. The Executive Director is responsible for managing the daily affairs of the Society in accordance with the decisions and policies of the Executive Committee. In the absence of the President, the Executive Director chairs the meetings of the Executive Committee and the Annual Meeting.

5. The Secretary is responsible for maintaining all non-financial records and documents of the Society, including the membership list, and for the minutes of meetings of the Executive Committee and the Annual Meeting.

6. The Web Secretary is responsible for the maintenance and development of the Society’s website.

7. The Treasurer is responsible for maintaining the accounts and financial records of the Society, in accordance with the decisions and policies of the Executive Committee.

8. Past Presidents of the Society are ex officio voting members of the Executive Committee.

9. Past Executive Directors of the Society are ex officio voting members of the Executive Committee.

10. The immediate Past Program Chair is an ex officio voting member of the Executive Committee.

11. The Editor(s) of the Journal (as described in VIII below) and the Reviews Editor(s) of the Journal shall be voting members of the Executive Committee.

12. The representative of the European Society of Textual Scholarship shall be an ex officio voting member of the Executive Committee.

III. Annual Meeting

1. Any person interested in the purposes of the Society may be admitted to membership by payment of dues as established by the Executive Committee and may be continued as a member by such payment.

2. Each member whose dues are paid for that year shall have one (1) vote.

IV. Executive Committee Meetings

1. The Executive Committee shall meet each year in conjunction with the Annual Meeting.

2. The Executive Committee shall hold at least one additional meeting each year, at a time and place determined by the Committee.

3. When a meeting is impractical, either the President or the Executive Director may ask the Executive Committee to decide particular matters by mail ballot or its equivalent. Any action taken by a telephone vote shall not become effective until confirmed in writing.

V. Nominating Committee

1. The Nominating Committee shall consist of three members elected by the Executive Committee. Members serve for a one-year renewable term, beginning at the start of the calendar year following their election. The President shall chair the Committee without a vote.

2. The Nominating Committee shall present for election by majority vote at the Annual Meeting each year at least one nominee for each anticipated vacancy on the Executive Committee. The Nominating Committee shall present for election by majority vote at the Annual Meeting in every third year, at least one nominee each for Executive Director, Secretary, Web Secretary and Treasurer. The Nominating Committee shall present for election by majority vote at the Annual Meeting in every second year at least one nominee for the office of President.

3. Additional nominations may be made by mail addressed to the Chair of the Nominating Committee and postmarked at least Thirty (30) Days before the date of the Annual Meeting. Such nominations shall be signed by at least Three (3) Society members in good standing.

VI. Other Committees

1. The fiscal year shall begin on January 1st.

2. All actions of such Committees shall be subject to a review and approval by the Executive Committee.

VII. Conference

1. The Society shall sponsor Conferences at intervals and places determined by the Executive Committee.

2. The Executive Committee shall appoint the Program Chair(s), who will have the primary responsibility for the Conference. The Program Chair(s) may be assisted by a Program Committee, appointed by the Program Chair(s) with the approval of the Executive Committee.

3. The Program Chair(s) shall be ex officio members of the Executive Committee for the duration of their service.

4. The Program for the Conference shall be subject to review and approval by the Executive Committee.

5. All speakers, respondents, and chairs at the Conference must be members of the Society and must pay the registration fee, except for individuals specifically invited by the Program Chair in consultation with the Executive Committee.

6. Non-members of the Society may attend the Conference upon payment of the registration fee. Except for individuals specifically invited, pursuant to Paragraph 5, non-members shall not address any conference.

VIII. Journal

1. The Society shall support a periodical publication to be issued at intervals to be determined by the Executive Committee.

2. The Executive Committee shall elect an Editor or Editors of the Journal, and the Editor(s) shall serve for a renewable term of three years, to commence on January 1st of the year following appointment.

3. The Editor(s) shall be responsible for the regular publication of the Journal. The Editor(s) may be assisted by one or more Review Editors and one or more Associate or Assistant Editors, subject to review and approval by the Executive Committee.

4. The Editor(s) of the Journal shall be ex officio voting members of the Executive Committee.

5. The Reviews Editor(s) of the Journal shall be ex officio members of the Executive Committee.

6. The Executive Committee retains final authority over all matters concerning the Journal.

IX. Amendments

1. The Executive Committee may propose amendments to these Bylaws, to be ratified by the majority vote of members in good standing present at the Annual Meeting.

2. The Executive Committee shall receive proposed amendments submitted by members of the Society. All proposed amendments must bear the signatures of at least Twenty-Five (25) members in good standing and be received by the Secretary of the Society at least Thirty (30) Days in advance of the annual meeting.

3. The Executive Committee shall determine if a proposed amendment so submitted shall be presented for adoption at the Annual Meeting.

4. A member proposing to the Executive Committee an amendment not submitted for ratification at the Annual Meeting may request that the amendment be presented at the Annual Meeting. The majority vote of the members in good standing present at the Annual Meeting shall determine whether a proposed amendment so presented shall be submitted for ratification to the full membership by mail ballot. The assent of the majority of the members in good standing voting by mail ballot shall be necessary for the ratification of any amendment so presented.

5. No amendments may be proposed and no amendments to amendments or substitute amendments may be moved on the floor of the Annual Meeting.

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