ASA Constitution and By-Laws

ISSN 1089-294X

ASA Constitution and By-Laws

CONSTITUTION

Revised Constitution and By-Laws 1995; Constitution amended by vote. of the members of the Corporation, 28 February 1994, 1 February 1981, 1 January 1985, 1 February 1987, 27 October 1989, 27 October 2000.

Article I – Name and Purpose

1. The name of this Corporation shall be The American Society for Aesthetics.

2. The purpose of the Society shall be to promote study, research, discussion, and publication in aesthetics. The term ‘aesthetics’ shall in this connection be understood to include all studies of art and related types of experience from a philosophical, psychological, scientific, historical, critical, or educational point of view. The term ‘art’ shall be understood to include all the arts.

Article II – Membership

1. The qualifications of members and the method of their election shall be set forth in the By-Laws.

2. Membership shall be open to persons who are interested in furthering the purpose of the Corporation through publication or teaching, or in some other way.

Article III – Officers

1. (a) The Officers of the Corporation shall be a President, a Vice-President, and a Secretary- Treasurer. They must be members of the Corporation. (b) The terms of office of the President and the Vice-President shall be two years, and of the Secretary-Treasurer, five Years. Each officer, however, shall continue in office ad interim if delay should occur in election of his successor or in acceptance of the office by the latter. (c) All regular terms of office of officers and of members. of the Board of Trustees shall begin on February first. (d) Officers other than President may be re-elected. The President, however, shall not hold office for two consecutive terms and the Secretary-Treasurer for more than two consecutive terms. (e) If the Vice-President, at the conclusion of his term as Vice-President, is willing and able to serve as President, he or she will automatically succeed to the Presidency. Otherwise, a President will be elected in the manner specified in Article VII.

2. Vacancies which occur in the list of Officers or of members of the Board: of Trustees may be filled temporarily by the President, or in case of his absence or incapacity by the Vice-President with the advice and consent of the Board of Trustees; in case of the absence of the Vice-President, such vacancies shall be filled upon the advice and consent of the Board of Trustees.

3. It shall be the duty of the President to preside at the meetings of the Corporation, to act ex officio as President of the Board of Trustees, to countersign all contracts and other instruments of the Corporation except checks, to exercise general supervision over the affairs of the Corporation, and to perform such other duties as are incident to his office or as may properly be required of him by vote of the members of the Board of Trustees at any duly constituted meeting.

4. It shall be the duty of the Vice-President to assist the President in his duties and to carry out those duties when the President is unable to do so.

5. It shall be the duty of the Secretary-Treasurer to keep the records of all meetings of the Corporation and of the Board of Trustees in due form as prescribed by law; to have charge of the Corporation's books; to file and hold subject to call and to direct the publication of such records, reports, and proceedings as are authorized by the Board of Trustees; to bring to the attention of the members and of the Board of Trustees such matters as he deems necessary; to conduct the official correspondence of the Corporation and the Trustees; to issue calls and notices of meetings; to assume and perform in case of incapacity of the President and Vice-President the duties of the President of the Corporation until such time as a successor is elected or appointed; to conduct elections for members of the Board of Trustees as provided in Article VII, Section 2; to have custody of all funds and securities and to deposit the same in the name of this Corporation in such bank or banks as the Board of Trustees may direct; to collect dues and other debts due the Corporation by all persons whatsoever; and to execute, seal, or deliver any contracts, instruments, or other documents which he shall be directed to execute, by vote of the members of the Board of Trustees. He shall have the authority to sign checks on behalf of the Corporation for the disbursement of funds for the duly authorized purposes of the Corporation. He shall at reasonable times exhibit his books and accounts to any member of the Corporation. He shall keep a full and complete record of all money received and all money paid out, and shall present a report to the Board of Trustees at its annual meeting. This report shall have been audited, prior to its submission to the Board of Trustees, by a person or by persons appointed by the President. He shall perform such other duties as may be reasonably required by him by vote of the members of the Board of Trustees. In case of absence or incapacity of the Secretary-Treasurer, the office may be filled temporarily by the President with the advice and consent of the Board of Trustees.

Article IV – Meetings

The Corporation shall meet at least annually at a time and place to be selected by the Board of Trustees, unless in the opinion of the Board of Trustees such meeting is inadvisable.

Article V - Board of Trustees

1. All Trustees shall be chosen from members of the Corporation and eight (8) thereof to be divided into three (3) groups according to their terms of service as hereinafter provided, which Board of Twelve (12) Trustees shall thereafter be the managing body. The Board of Trustees shall consist of the three (3) elected officers, the Editor of the Journal of Aesthetics and Art Criticism, acting ex officio, the immediate past President, together with eight (8) other members. The trustees in each of said three (3) groups shall be elected in staggered terms to serve for three (3) years. The eight at-large members of the Board of Trustees shall not be eligible for immediate re-election to the Board. Outgoing Presidents shall automatically become members of the Board of Trustees for two (2) year terms.

2. The President and Secretary-Treasurer of the Corporation shall be President and Secretary- Treasurer ex officio of the Board of Trustees.

3. The functions of the Board of Trustees shall include the following duties. (1) to advise the Officers and committees of the Corporation; (2) to organize through the Secretary-Treasurer the Annual Meeting and its programs; (3) to establish policies for the conduct of the Corporation; (4) to authorize the Secretary-Treasurer to incur expenses and disburse funds in accordance with these policies or in specified ways; (5) to control the affiliation of the Corporation with other learned societies; (6) to have full control of any publications of the Corporation; the editor and or editors of such publications of the Corporation to carry out such editorial policies and duties according to the wishes of the Board of Trustees; and (7) to conduct other business in the interest of the purpose and development of the Corporation.

4. The Board of Trustees shall meet at the time the Annual Meeting at a time and place to be announced to its members in advance, and at other times and places it considers necessary.

5. A quorum of the Board of Trustees shall be five (5) members. If a quorum is not present at any regular Annual Meeting of the Board, the President or in his absence the Vice-President may appoint additional members from the membership as temporary members of the Board, in numbers sufficient to constitute a quorum.

Article VI – Committees

1. The President of the Society shall be a member ex officio of all committees.

2. The President shall, at an appropriate time, appoint a convention committee, to consist of the secretary-Treasurer and one or more members of the Corporation who reside in the city where the Annual Meeting is to take place. This Committee shall serve until after the next Annual Meeting, and shall make arrangements for all of its details except the program.

3. The President shall, at an appropriate time, appoint a program committee, to consist of the Secretary-Treasurer and two additional members of the Board of Trustees, to manage the program for the next Annual Meeting. This Committee shall have power to invite members or non-members to participate in that program, and to accept or reject applications to present papers in it.

4. Other committees may be appointed for special purposes by the Board of Trustees, or by the President with the consent of the Board.

Article VII – Elections

1. At an appropriate time, the Board of Trustees shall nominate one or more members for each of the offices or places on the Board to be filled in the next election. These nominations will be made prior to the annual business meeting and announced at that time. Additional nominations may be made by any eight (8) members of the Society. All such additional nominations, with the signatures of eight (8) supporting members, must be filed with the Secretary-Treasurer no later than two weeks following the meeting at which the Board's nominees were announced.

2. At an appropriate time the Secretary-Treasurer shall send out to the entire .membership of the Corporation a ballot, to be marked and returned to him, bearing the names of the Board's nominees, and, under each name, a blank line on which a member may write in the name of a different nominee his own choice.

3. At an appropriate time the Secretary-Treasurer shall count the votes he has received. He shall certify a statement of the complete returns of the election to the Board of Trustees; and he shall notify each of the persons who received the highest number of votes for a given office that he has been elected, and request him to signify his acceptance.

4. A list of the current officers and members of the Board of Trustees shall be published In each issue of the Journal. A complete list of the members of the Corporation shall be published in the Journal or otherwise made available to the members every two years. Article VIII - Regional Divisions

Article VIII - Regional Divisions

The President may, upon approval of the Board of Trustees, authorize the organization of regional divisions within The American Society for Aesthetics, and may appoint a member as temporary Secretary for a particular region, with power to arrange and preside at meetings of the members in that region.

Article IX – Seal

The Board of Trustees shall have power to devise and use a corporate seal and to alter the same at pleasure.

Article X – Amendments

1. This Constitution may be amended by a three-fourths vote of those members who vote on a proposal for amendment. Amendments may be proposed either by a two-thirds majority vote of the Board of Trustees or by a petition signed, by any twenty (20) members of the Society. Any amendment so proposed shall be submitted promptly by the Secretary-Treasurer, by mail, for a vote by the members of the Society, together with such comments upon them as the Board of Trustees may judge desirable to make- The polls shall be closed sixty days after the Secretary-Treasurer has, mailed the ballots. He shall then count the votes received and certify the results to the Board of Trustees, Any amendments adopted shall be promptly published in the ASA Newsletter.

2. A majority of those Trustees and Officers present at any regular meeting of the Board of Trustees shall have power to amend the By-Laws. Such amendments shall be published in the next issue of the ASA Newsletter.

Article XI - The Journal of Aesthetics and Art Criticism

1. The Editor of The Journal of Aesthetics and Art Criticism, the official organ of the Society, shall be appointed by the Board of Trustees for terms of five (5) years. Any decision to appoint an editor will be made at a duly constituted meeting of the Board, but (a) the votes of any Trustees absent from the meeting will be solicited by mail immediately after the meeting, and (b) the decision to appoint an editor requires the approval of two-thirds majority of the Trustees eligible to vote, whether present at the meeting or not and whether actually voting or not.

2. In exceptional circumstances the Board of Trustees may dismiss the Editor of the Journal before his or her term expires. Any decision to dismiss the Editor will be made at a duly constituted meeting of the Board, but (a) the votes of any Trustees absent from the meeting will be solicited by mail immediately after the meeting, and (b) the decision to dismiss the Editor requires the approval of a three-fourth majority of the Trustees eligible to vote, whether present at the meeting or not and whether actually voting or not.

3. If the editorship of the Journal should become vacant, the editorial board will continue operating the Journal until a new editor is appointed by the Board of Trustees.

BY-LAWS

By-Laws revised by vote of the Trustees, 28 October 1981, 28 October 1989, 24 October 1990, 30 October 1991, 27 October 1993, 3 November 1995.

Article I - Working Subtitle

There shall be a Working Subtitle to the name of the Society, "an association for aesthetics, criticism and theory of the arts.” This Subtitle will appear on all official documents and publications of the Society adjacent to the name of the Society.

Article II – Membership

1. Any interested person may attain membership in the Society by filing a request for membership with the Secretary-Treasurer, and paying a year's dues.

2. (a) The annual dues shall be set by majority vote of the Board of Trustees, subject to the approval of the members voting at any annual meeting. (b) Each member shall be entitled to receive one copy of each issue of The Journal of Aesthetics and Art Criticism, the official publication of the Society, published in the year for which dues are paid. (c) There shall be a category of "Contributing Members" and a category of "Sustaining Members" paying voluntary duels at rates to be set by majority vote of the Board of Trustees, subject to the approval of the members voting at any annual meeting. (d) A member shall normally be invoiced in conjunction with the publication of the fourth consecutive issue of the Journal the member is to receive. The annual dues shall be payable upon receipt of that invoice. (e) A new member shall pay the entire annual dues upon joining and will receive issues of the Journal starting with either the most recently published issue or the next issue to be published. The first issue, if not specified by the member, will be at the discretion of the Secretary-Treasurer. (f) There shall be a category of "corresponding members" for a limited number of distinguished foreign scholars, to be elected annually by the Board of Trustees. Corresponding members will not be required to pay dues, but will be entitled to receive the official publications of the Society. (g) In view of the higher cost of mailing the JAAC outside the U.S.A., non- domestic members will be asked to pay a supplementary postage charge, the amount to be set by majority vote of the Trustees. (h) There shall be a category of Honorary Member of the Society to recognise special contributions to the welfare of the Society by persons outside the Society.

3. If a member whose dues are two issues in arrears and who has been notified of the fact fails to respond, this shall be construed as resignation of membership and no further publications will be forwarded. Membership, however, will be automatically restored by payment of one year's dues. Membership will continue from the last issue paid for.

Article III - Regional Divisions

1. At the request of three or more members, the Board of Trustees shall define the geographic limits of a Regional Division and shall authorize the members in this region. to elect their own regional officers as they may see fit, reporting their action to the Board of Trustees.

2. Regional officers thus elected shall not be regarded as officers of the Corporation. Regional officers and groups are not authorized to take actions or incur expenses binding upon the Corporation.

3. A regional Secretary shall assume responsibility for the status of the regional members and their relationship to the national society, it being the responsibility of the regional Secretary to drop those members from the regional society not in current, good standing with the national society.

Article IV – Continuing Staff

The Society guarantees to continuing staff members of the Society, including but not limited to the Business Manager in the National Office and the Administrative Assistant in the Editorial Office, the benefits listed below or their equivalent as agreed upon by the staff Member and the association. These stated benefits are minimum requirements, and do not in any way exclude the award of greater or additional benefits as deemed fit by the Secretary-Treasurer or the Board of Trustee pursuant to Articles III and V of the ASA Constitution.

1. Paid sick leave shall be available at the rate of twelve regular working days per calendar year.

2, Annual holiday pay shall be calculated at 6% of gross pay (three weeks paid holiday) in the first 60 months of service, and at 8% of gross pay (=four weeks paid holiday) thereafter.

3. At least one merit increment shall be awarded on completion of every twelve (12) months of cumulative service where performance is found upon review to be satisfactory. One merit increment shall normally be equivalent to 3% of gross income.

Article V - Special Meetings of the Board of Trustees

1. In order to transact business in a timely manner, the Board of Trustees may from time to time convene a special meeting by conference call, by email distribution list, or by a similar medium of communication.

2. A duly constituted special meeting shall be in accordance with the Constitution of the Corporation, including, but not limited to, Articles III and V.

3. A special meeting shall be convened by the President within ten days of the request of an Officer of the Corporation or the petition of five Trustees.

4. Members of the Board of Trustees shall have not less than five days notice of a special meeting.

5. All reasonable measures shall he taken to ensure that a special meeting is confidential and private and that all members of the Board of Trustees are able to participate.

6. At a special meeting convened by means of an asynchronous medium of communication, a member of the Board of Trustees shall be counted as present for the purposes of establishing a quorum when and only when the member sends a message signalling his or her participation. At a special meeting convened by means of an asynchronous medium of communication, a member of the Board of Trustees counted as present shall subsequently be counted as not present for the purposes of establishing a quorum when and only when the member sends a message signalling the termination of his or her participation.

7. Except in case of secret ballots, the vote of each member of the Board of Trustees shall be broadcast to all members present at the special meeting. A member who is present and does not cast a vote shall be counted as abstaining.

8. The minutes of a special meeting shall be reported at the next meeting of the Board of Trustees held in conjunction with the Annual Meeting.

9. The parliamentary authority governing special meetings shall be Roberts Rules of Order, Revised.