THE SOCIETY FOR TEXTUAL SCHOLARSHIP
CONSTITUTION

I. Name

1. The name of the Society shall be the Society for Textual Scholarship (the “Society”). The Society has been incorporated in the State of New York as SOCIETY FOR TEXTUAL SCHOLARSHIP, INC.

II. Purpose

1. The purpose of this Society shall be the advancement of textual scholarship, with particular reference to interdisciplinary approaches to such studies and related educational matters.

III. Membership

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.

IV. Officers

1. The elected Officers of the Society shall be the President, the Executive Director, the Secretary, the Web Secretary and the Treasurer. The offices of Secretary and Treasurer may not be held simultaneously by the same person.

2. Each elected Officer shall serve for a term of Three (3) years. The term of each officer begins on January 1st of the year following his/her election, except in the case of an Officer elected to replace an Officer who is unable to serve his/her full term, in which case the term of such replacement Officer commences immediately upon election and ends upon the expiration of the term of the Officer whom he/she shall have replaced.

V. Executive Committee

1. There shall be an Executive Committee, composed of the Officers, plus Twelve (12) individuals elected as members plus such ex officio members as are specified in the Bylaws.

2. Four members of the Executive Committee shall be elected each year for a term of three years, to begin on January 1st of the year following their election, except that in the first year of corporate existence, the Executive Director, the Secretary, the Web Secretary and the Treasurer, and Four (4) other Members of the Executive Committee, each shall be elected for a term of Three (3) Years; Four (4) of the other Members of the Executive Committee each shall be elected for a term of Two (2) Years; and Four (4) of the other Members of the Executive Committee each shall be elected for a term of One (1) Year. In the Second Year of corporate existence, the position for each member of the Executive Committee who was previously elected for a term of One (1) Year shall be filled by the election of a Member for a term of Three (3) Years. In the Third Year of corporate existence, the position for each Member of the Executive Committee who was initially elected for a term of Two (2) Years shall be filled by the election of a member for a term of Three (3) Years. In the Fourth Year of corporate existence and in all Years thereafter, the position of each Member of the Executive Committee whose term has expired shall be filled by the election of a member to serve for a term of Three (3) Years, so that One-Third (1/3) of the Members of the Executive Committee (other than the Executive Director, the Secretary, the Web Secretary and the Treasurer) shall be elected annually.

3. The Executive Committee may appoint other ex officio members.

VI. Fiscal Year

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

VII. Annual Meeting

1. The Society shall hold an Annual Meeting at such place and time as the Executive Committee shall determine. If an Annual Meeting cannot be held, any retiring elected Officers and the retiring members of the Executive Committee shall continue to serve until such time as an election by mail ballot can be held.

VIII. Dissolution

1. The Society shall be dissolved by a mail vote of two-thirds of the membership in good standing after the matter has been moved and discussed at the Annual Meeting in two consecutive years. Thereupon, the Society shall take steps to dissolve the corporation pursuant to the laws of the State of New York.

2. In the event of dissolution, all the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to another organization or organizations exempt under IRC 501(c)(3), or corresponding provision of any Federal tax laws or to the Federal Government, or State or Local Government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.

IX. Miscellaneous

Notwithstanding any other provisions contained herein, the following shall apply:

1. The Corporation is organized exclusively for one or more of the purposes as specified in IRC 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under IRC 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

2. No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.

3. No substantial activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501[h]) or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate or candidates for public office.

4. In any taxable year in which the corporation is a private foundation as described in IRC 509(a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the corporation shall not (a) engage in any act of self-dealing as defined in IRC 4941(d), retain any excess business holdings as defined in IRC 4943(c), (b) make any investments in such manner as to subject the corporation to tax under IRC 4944, or (c) make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.

X. Indemnification of Executive Committee

1. Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person, testator, or intestate is or was a member of the Executive Committee shall be indemnified by the Society to the full extent permitted by law.

XI. Amendments

1. Amendments to this Constitution must be approved by a majority vote of the Executive Committee and ratified by a majority vote of members in good standing who respond to a mail ballot.

Adopted 17 April 1981
Revised 14 May 1999
Revised February 2005

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