Constitution

The Ralph Waldo Emerson Society, Inc.
CONSTITUTION

I. NAME: The name of the Society is The Ralph Waldo Emerson Society, Inc.

II. PURPOSE: The Ralph Waldo Emerson Society is organized to offer Emerson scholars and other interested persons an opportunity to share in the study and appreciation of the life and works of a major American writer. A non-profit organization, the Society—through such facets as annual meetings, scholarly panels, special symposiums, and a newsletter—provides a medium of communication among Emerson scholars and expands the possibilities for Emerson studies. 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 section of any future Federal tax code, and the Society shall not carry on any activities not permitted to be carried on by an 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 at such time and manner as not to subject it to tax under IRC section 4942, and shall not (1) engage in any act of self-dealing as defined in IRC section 4941(d), (2) retain any excess business holdings as defined in IRC section 4943(c), (3) make any investments in such manner as to subject it to tax under IRC section 4944, or (4) make any taxable expenditures as defined in IRC section 4945(d) or corresponding provisions of any subsequent Federal tax laws.)

III. DISSOLUTION OF THE SOCIETY: Upon dissolution of the Society, all assets belonging to the Society after the discharge of any and all outstanding obligations shall become the property of an Emerson-related institution approved by the Officers and Advisory Board. 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.)

IV. AMENDMENT OF THE CONSTITUTION: Proposed amendments shall be submitted by mail or through Emerson Society Papers to the entire membership of the Society and shall require approval by two-thirds of the members returning ballots. All proposed amendments must be circulated among the entire membership at least one month prior to the ballot deadline.

BYLAWS

I. CONSTITUTION: All aspects of the Society must be in keeping with the Constitution of the Society.

II. MEMBERSHIP: One becomes a member of the Society by paying the annual dues established by the Society.

III. OFFICERS and ADVISORY BOARD: Officers are President, President-Elect, Secretary/Treasurer, Program Chairs, Webmaster, and Emerson Society Papers Editor. An Advisory Board (which serves also as an editorial board) consists of the immediate Past-President, six elected members, and an ex officio member named by and representing the Ralph Waldo Emerson Memorial Association.

The President-Elect Secretary/Treasurer, Program Chairs, Webmaster, and Emerson Society Papers Editor are nominated by the Officers and Advisory Board (with nominations also being accepted from the floor).  The President-Elect and Secretary/Treasurer are elected to a two-year term by majority vote of the members present at the annual meeting.  The Program Chairs, Webmaster, and Emerson Society Papers Editor are electable to a three-year term (renewable) by majority vote of the members present at the annual meeting.  The President presides at meetings, conducts necessary business throughout the year, convenes a meeting of the Officers and Advisory Board preceding the annual meeting of the Society, and oversees the functions of the Society. The President may authorize expenditures totaling $100 or less that must be made between annual meetings. With the consent of the Officers and Advisory Board, the President can authorize expenditures totaling more than $100 when exigencies arise.

The President-Elect assists the President, shares in the program planning for annual and special meetings, presides in the President’s absence, and becomes President at the conclusion of his or her predecessor’s term. The Secretary/Treasurer keeps a list of members and their addresses, handles correspondence, records minutes of all meetings, manages the treasury, and gives an annual financial report.

The Program Chairs conduct all necessary business associated with programs sponsored by the Emerson Society at annual meetings and elsewhere throughout the year.  Such business includes crafting program themes with input from Officers and Advisory Board members, disseminating cfps, vetting proposals, and organizing programs.  Program Chair terms are staggered as follows: the junior Program Chair in his or her first year will work in partnership with the senior Program Chair in his or her third and final year.  The junior Program Chair, in his or her second year, will manage all program business alone.  In the third year of service, this Program Chair will become the senior Program Chair, and will work in partnership with a newly-elected junior Program Chair.

The Emerson Society Papers Editor conducts all necessary business associated with Emerson Society Papers.  The Webmaster conducts all necessary business associated with the society webpage, emersonsociety.org.

Elected members of the Advisory Board are nominated by the Officers and existing Advisory Board (with nominations also being accepted from the floor). Advisory Board members are elected to a three-year term by majority votes of the members present at the annual meeting, two members being elected every year to replace two members whose term is ending. The term on the Advisory Board of the person named by and representing the Ralph Waldo Emerson Memorial Association is renewable. The Advisory Board helps plan annual meetings, aids the Officers in carrying on the business of the Society, serves as a nominating committee for Officers and Advisory Board members, and serves as an editorial board for the newsletter. If an Officer or Board member is unable to complete a term, the Advisory Board may appoint a successor to complete the remainder of the term.

IV. MEETINGS: The Society holds an annual meeting at a site selected during the previous year’s annual meeting. The Society sponsors panels and special sessions at appropriate conferences and conventions. At the discretion of the Officers and Advisory Board, the Society may also sponsor and/or participate in special symposiums held at locations appropriate to Emerson’s life or writings, or to Emerson studies.

V. NEWSLETTER: The Ralph Waldo Emerson Society newsletter, Emerson Society Papers, is the official publication of the Society. Published semiannually, the newsletter is financially supported by the Society. Features may include brief articles, notes and queries, an annual bibliography, announcements concerning business meetings of the Society, and other material of a brief nature related to Emerson or the Society. The Editor is selected by the Officers and Advisory Board for a three-year term (renewable). The Editor may select an assistant or associate editor. Each member of the Society will receive one copy of each issue of the newsletter.

VI. AMENDMENT OF THE BYLAWS: Changes of a minor nature in these bylaws may be effected at the annual meeting of the Society by a two-thirds majority of the members present (quorum of fifteen members). Amendments of a more fundamental nature (e.g., concerning the organization, structure, or membership of the Society) shall be submitted by mail or through the Society’s newsletter to the entire membership of the Society and shall require approval by two-thirds of the members returning ballots. All proposed amendments must be circulated among the entire membership at least one month prior to the annual meeting or the mail ballot deadline.
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Notes

The Ralph Waldo Emerson Society, Inc. was legally incorporated in the Commonwealth of Massachusetts on 30 May 1990. The Constitution and Bylaws, revised from a draft presented on 29 December 1989 at the society’s inaugural meeting in Washington, D.C., were unanimously approved by mail ballot on 1 July 1990.

The last sentence of Bylaws, Sec. III (“If an officer or board member is unable to complete a term, the Advisory Board may appoint a successor to complete the remainder of the term.”) was unanimously approved as an amendment by mail and email ballot on 3 February 2012.

Amendments to Sections III and V the Bylaws, including job descriptions and voting procedures for the Program Chair, Webmaster, and Emerson Society Papers Editor, were unanimously approved by mail and email ballot on 19 February 2018.

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