Association for Philosophy and Literature

Constitution
I. Name. The name of this association shall be the Association for Philosophy of Literature operating under
the International Association for Philosophy and Literature under the laws of the U.S. State of Wisconsin.
The Association shall at all times maintain a registered office and a registered agent. The registered
agent shall be one of the Corporation’s officers or the Corporation’s legal counsel (i.e., it’s so-called
Executive Committee). The registered office shall be the office of the Corporation’s officer or legal
counsel serving as registered agent.

II. Purpose. The object of the association shall be to study and promote the research topics of interest
covered on their own or between or across disciplines in the anthropology, archaeology, arts,
classical languages, comparative literature, English, French, geography, German, History, linguistics,
philosophy, political science and theory, and others doing such work outside the so-called
Humanities in the social sciences. The Corporation is organized exclusively for charitable, scientific,
and educational purposes under section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax Code. More specifically, the purpose of the
Corporation is to advance teaching, scholarship, and publication affiliated within the areas
mentioned above.

III. Members: There are to be five categories of membership: regular members, student members,
retired members, underemployed members, and independent scholars. The dues structure within
each category shall be determined by the Membership subject to confirmation by the Executive
Committee. The Corporation is organized exclusively for charitable, scientific, and educational
purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any
future federal tax Code. More specifically, the purpose of the Corporation is to advance scholarship,
across the fields of study mentioned in the Association’s Purpose. There are no geographic
limitations on membership.

A. Regular members. These are regular members of the association, usually having tenured or tenure-track
jobs. They will pay regular rates for membership in the Association and retain the same rights and
responsibilities as any other members.

B. Student members. Students need no permission to become members of the APL and retain the same
rights and responsibilities as regular members, even as they will pay a discounted membership rate.

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C. Underemployed Members: These members do not have tenured or tenure track jobs and will retain the
same rights and responsibilities as regular members, even as they will pay a discounted membership
rate.

D. Retired Members: These members have retired from tenured or tenure-track jobs and will retain the
same rights and responsibilities as regular members, even as they will pay a discounted membership
rate.

E. Independent Scholars: These members are artists and theorists who may have previously had (or may in
the future have) tenured or tenure-track jobs, but do not at the present time. They will pay the same
membership rate as regular members and retain the same membership rights and responsibilities as
regular members.

IV. Administration

A. The administration of the association shall be in the hands of the Executive Committee, consisting
of the Executive Director and three Executive Co-Directors, including a Secretary Treasurer. The
Executive Committee shall act either on its own initiative or on the recommendations of the
Membership.

B. On petition of 10% percent of the Association, any member(s) action may initiate actions to be
voted upon by referendum electronically. Petitions requesting referendums must reach the Executive
Director within ninety days before publication of the action in question.

C. The current edition of Robert's Rules of Order Newly Revised shall be the authority for the conduct of all
formal business of the association, including Executive Committee meetings during the year and at
the Membership meeting at each Annual Conference.

D. Any time this constitution authorizes a vote of the entire membership of the Association, that vote
may be conducted by electronic means. The accounts of the association shall be audited annually by
a commercial auditing firm designated by the Executive Committee, and the report of the auditors
shall be presented by the Treasurer to the council and a summary for the Membership. For
budgetary and other administrative purposes, the official year shall be determined by the Committee.

E. Secretary-Treasurer. The Secretary-Treasurer shall issue notices of meetings, shall keep the minutes
of all meetings, shall maintain membership lists and other membership data, shall have charge of the
seal of the Corporation (if any), shall serve as custodian for all corporate records, and shall
authenticate corporate records. The Secretary-Treasurer shall also render to the Executive Director
and Executive Board at such times as may be requested an account of all transactions as Secretary-

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 Treasurer and of the financial condition of the Corporation. In addition, the Secretary-Treasurer
shall make such other reports and perform such other duties as normally are incident to the offices
of Secretary and Treasurer of a non-profit corporation under the laws of the State of Wisconsin or
which may be delegated to him or her by the Executive Director.

F. The permanent fund of the Association shall be administered by Treasurer, reporting semi-annually
to the Executive Committee and annually to the Membership. The Executive Committee shall invest
and reinvest the principal of all funds received so as to preserve the principal unimpaired to the best
of their ability. The income accruing on all property in their hands may be reinvested with the
authorization of the Executive Committee.

G. The Executive Committee may remove any Committee Member only above a majority vote of the
membership or at the regular end of their time on the Committee.

V. Officers—Responsibilities for Annual Conference

The annual meeting of the members of the Corporation shall be held at such time and location as
determined by the Board of Directors. Special meetings of the members may be called by the
President or by the Board of Directors. All meetings of the members may be held at any location
inside or outside the State of Wisconsin at such places as determined by the Board of Directors.
Official notice of the annual meeting shall be given by or at the direction of the President or the
Secretary-Treasurer either personally or by mailing or e-mailing a notice stating the day, time, and
location, of the meeting to all members in good standing not less than ten (10) nor more than ninety
(90) days prior to the annual meeting; this provision shall not prevent the Corporation from
providing members advance notice by whatever means may be deemed

The Secretary shall provide for each Membership meeting—to be held each conference—minutes
from the previous Membership meeting, at least one week prior to the meeting.

VI. Officers—Election

A. The executive director shall be chosen by the Executive Committee and shall hold office for such
terms and under such conditions as the Executive Committee may specify.

B. The Secretary/Treasurer shall be chosen by the Executive Committee and shall hold office for such
terms and under such conditions as the Executive Committee may specify.

C. The Executive co-directors not named above shall hold office for such terms and under such
conditions as the Executive Committee may specify.

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 D. Any Association Member may make a nomination for a new Co-director. That nomination must be
seconded by 5% of the Membership and/or two members of the Executive Committee. The
nomination would then be voted upon electronically within 90 days of the nomination, with a full
biography of the subject of the nomination provided by those nominating that person.

E. Any member of the association may initiate a petition proposing an additional candidate. The
petition, including the consent of the candidate and the signatures of at least fifty current members
of the association, must reach the executive director before 1 July.

F. The executive director shall set the official deadline for the ballots to be counted, not least than 90
days after the opening of the voting electronically. The Membership must be notified once that
period has begun.

G. To be counted, ballots must reach the office of the association by that deadline and not after. The
nominee receiving a majority of the votes cast shall be declared elected. In the event that no
nominee receives a majority, a runoff election shall be held between the two nominees with the most
votes.

H. In the event that an elected officer should die, resign, or for any reason be unwilling or unable to
carry out the responsibilities of the office, the Executive Council shall determine the time and
manner of replacement.

I. Officers must retain their membership in the association during their terms of office.

VII. Conventions and Meetings

A. The Association shall hold one or more conventions annually, with the following exceptions. In an
emergency, the Executive Committee shall have the power to cancel a convention.

B. Conventions shall be planned by the Executive Committee with the advice of the Local Hosts (those
volunteering in a given place to do so).

VIII. Dissolution. In accordance with the laws of the State of Wisconsin, the Association may be
dissolved only by a vote of three-fourths of the members present at a special meeting called for the
purpose. On the dissolution of the Association, subject to compliance with the applicable provisions
of such laws, all the property remaining after satisfaction of the association's obligations shall be
distributed as the Executive Council directs, choosing the recipients from corporations, funds,
foundations, or learned societies that are organized and operated exclusively for charitable, scientific,
literary, or educational purposes, that allow no part of their net earnings to inure to the benefit of

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any private shareholder, member, or individual, and that do not carry on propaganda or participate
or intervene in any political campaign.