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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, 7 October 2008.

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 or her 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 or as soon thereafter as the elected candidate is prepared to accept and assume the position. (d) The President and Vice President 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 or her 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 or her 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 or authorize by official communication 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 incidental to his or her office or as may properly be required of him or her 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 or her 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 or she 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 officers and 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; to accept contributions to the Corporation under the tax deductible rules that apply to 501(c)(3) non-profit corporations and to accept other donations or bequests; to execute, seal, or deliver any contracts, instruments, or other documents which he or she shall be directed to execute, by vote of the members of the Board of Trustees. The Secretary-Treasurer 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 or she shall at reasonable times exhibit the books and accounts to any officer or board member and also others by a majority vote of the membership at the annual business meeting. He or she 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. The Board of Trustees may require an official audit as needed. He or she shall perform such other duties as may be reasonably required 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 - Board of Trustees

1. There shall be thirteen trustees on the Board of Trustees consisting 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 at large members all chosen from members of the Corporation. The eight (8) at large Trustees shall be divided into three (3) groups according to their terms of service as follows: 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 a term of two (2) years.

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 of the Annual Meeting at a time and place to be announced to its members in advance, and at other times and places and by other means 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 or her 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 V – Meetings

1. 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. Other meetings may be called in accordance with the provisions in the By-Laws.

2. The Secretary-Treasurer shall present to the Board of Trustees proposals for future annual meetings.

3. The Board of Trustees shall appoint one or more local arrangements chairs for the annual meeting and a Program Chair, who shall organize the program. The Program Chair shall select a Program Committee in accordance with instructions from the Board of Trustees. The Secretary-Treasurer shall be a member of the Program Committee.

Article VI – Committees

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

2. A Finance Committee consisting of the Officers of the Board of Trustees, the Journal of Aesthetics and Art Criticism editor, and such additional members as the President shall appoint shall oversee the budget and investments of the Society.

3. An Appointments Committee consisting of the Officers of the Board of Trustees, the Journal of Aesthetics and Art Criticism editor, and such additional members as the President shall appoint shall present to the Board of Trustees candidates for appointment to those positions and duties that lie within the Board’s powers of appointment, including, but not limited to, the Program Chair, the Newsletter editors, and the Journal of Aesthetics and Art Criticism editor.

4. A Nominations Committee consisting of the Officers of the Board of Trustees, the Journal of Aesthetics and Art Criticism editor, and such additional members as the President shall appoint shall present to the Board of Trustees candidates for elected positions. The board shall choose a list of nominees for those elected positions in accordance with the Articles of the Constitution and By-Laws.

5. 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 if possible. 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 annual meeting.

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 or her, bearing the names of all nominees.

3. At an appropriate time the Secretary-Treasurer shall count the votes received. The Secretary-Treasurer shall certify a statement of the complete returns of the election to the Board of Trustees and shall notify the persons who received the highest number of votes for a given office that they have been elected.

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

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. Regional divisions may set their own rules and program procedures, except that any member of the corporation must be allowed membership in one division of his or her choice, and all officers of divisions must be members of the corporation. The Secretary-Treasurer or President, as is appropriate, of every division must submit an annual report to the Secretary-Treasurer of the Corporation. The financial affairs of the divisions must conform to the Constitution, By-Laws, and purposes of The American Society for Aesthetics, including all requirements of a 501(c)(3) non-profit corporations and are subject to audit and review by the Secretary-Treasurer of the Corporation. Regional officers and groups are not authorized to take actions or incur expenses binding upon the Corporation without the express consent of the Secretary-Treasurer.

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 or she 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. Three quarters of those Trustees and Officers present at any regular meeting of the Board of Trustees shall have power to amend the By-Laws. Proposed amendments to the By-Laws may also be submitted to the Board of Trustees by petition of twenty (20) members of the Corporation up to two weeks before each annual meeting. Such proposed amendments must be voted on by the Board of Trustees. All amendments that are approved by a three quarters vote of those Trustees and Officers present 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 President (or Vice President or Secretary-Treasurer if necessary) will appoint an interim editor to 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, 7 October 2008.

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 period for which dues are paid. (c) There shall be a category of “Contributing Members” and a category of “Sustaining Members” paying voluntary dues at rates to be set by majority vote of the Board of Trustees. Categories of student member, emeritus member, and life member may be established by the Board of Trustees with appropriate rates. (d) A member normally shall be invoiced according to his or her membership category. The 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 more than six months 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. Receipt of publications will resume with restoration of membership, and back issues may be either purchased or supplied at the discretion of the Secretary-Treasurer.

Article III - Regional Divisions

1. At the request of three or more members, the Board of Trustees may approve divisions. Any Division so established may be suspended and barred from using the name of The American Society for Aesthetics if, in the judgment of the Board of Trustees, its continued affiliation would jeopardize the non-profit status of the Corporation.

2. Regional officers thus elected shall not be regarded as officers of the Corporation, but all such officers must be members of the Corporation and are subject to the reporting requirements specified in Article VIII of the constitution.

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 Board of Trustees may authorize the employment of continuing staff and set the conditions for such employment, or, at its discretion, it may authorize agreements that provide staff assistance to the Society.

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 conduct informal discussions by e-mail. The President may call for a formal vote on matters so discussed, stating the question formally and specifying a date for response. The result shall be communicated to all officers and members of the Board of Trustees and formally included in the minutes of the Annual Meeting. Any member of the Board of Trustees may ask for reconsideration at the annual meeting of an action approved by e-mail.

2. The President may call for a special meeting of the Board of Trustees by other means than the annual meeting or e-mail in extreme circumstances. Such a meeting shall be in accordance with the Constitution of the Corporation, including, but not limited to Article V.

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

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

5. At a special meeting convened by means that do not require members to be physically present to each other, 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 that do not require the members to be physically present to each other, 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.

6. 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.

 

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