Constitution of the Shakespeare Association of America
Article I: Name and Location
The name of the Corporation is the Shakespeare Association of America, hereinafter referred to as the
“Association.” The location of the principal office of the Association shall be fixed by resolution of the Board of Trustees. Meetings of Members and Trustees may be held at such places as may be designated by the Trustees.
Article II: Definitions
1.“Association” shall mean and refer to The Shakespeare Association of America.
2.“Member” shall mean and refer to those persons who have paid current dues to the Association; all such members are entitled to vote on Association issues. Membership is open to all Shakespeare scholars and to any other persons to whom the study of Shakespeare is important. Members shall forfeit membership if they are in default of dues. Annual dues rates may be set and changed by the Trustees.
3.“In writing,” “written,” “mail,” and “ballot” shall be understood to include all electronic forms of communication, such as e-mail, the Association website, and other public electronic media.
Article III: Purposes
The purposes of the Association shall be:
1. To hold annual meetings for the purpose of exchanging ideas and discussing strategies for reading, researching, and teaching the work of William Shakespeare, the cultural and theatrical milieu in which he lived and wrote, and the various roles these have played in both Anglo-American and world cultures. Sessions at the annual meeting may include but are not limited to formal papers, seminars, workshops, performances of the plays by selected acting groups, and screenings of films based on Shakespeare’s works and other drama of his time.
2. To support and/or sponsor long-range projects of importance to Shakespearean scholarship, and, more generally, to advance the values of the humanities, as through programs for high-school teachers held in connection with annual meetings.
3. To pursue inclusive and diverse policies of membership that recognize the importance of categories such as race, ethnicity, national origin, religion, sexual orientation, gender, age, and ability, as well as the variety of professional conditions that obtain for tenured and tenure-track faculty, contingent faculty, and graduate students.
4. To operate and maintain the said Association exclusively for educational purposes so that from its operation none of its Members, Trustees, or Officers as such shall enjoy any pecuniary profits.
Article IV: Trustees
1. Number. The affairs of this Association shall be governed by a Board of nine (9) Trustees, who shall be Members of the Association. One member of the Board of Trustees shall be the annually elected Vice-President of the Association, automatically to become President the next year, who shall serve as Chair of the Board of Trustees during the year of his/her tenure in office as President.
2. Term of Office. Three (3) Trustees, one of whom will be the incoming Vice-President, will be elected annually by the membership for terms of three (3) years. A one-year term shall be defined as extending from the beginning of one annual meeting to the beginning of the next. A three-year term shall be defined as extending the length of three one-year terms.
3. Compensation. No Trustees shall receive compensation for any service they may render to the Association. However, Trustees may be reimbursed for expenses incurred in the performance of their duties.
4. Nomination and Election. Nomination for election to the Board of Trustees and for Vice-President shall be made by a Nominating Committee (see Article V.2). Nomination may also be made by petition of fifty (50) Members in writing to the Nominating Committee six weeks prior to the publication of the ballot.
The Nominating Committee, in consultation with the Executive Director, shall make at least two nominations for every vacancy on the Board of Trustees and at least two for the office of Vice-President; candidates for office must agree to serve and to attend Association meetings if elected. The slate of nominations shall be confirmed by the Executive Committee (see Article V.1) acting on behalf of the Board. Elections shall be by secret ballot. The candidates receiving the largest number of votes will be appointed to the vacant positions.
Article V: Committees of the Trustees
All committees are advisory to the Board of Trustees. In addition to the standing committees listed below, the Trustees may appoint additional committees as needed.
1. Executive Committee. The Executive Committee shall consist of the Association’s current President, the Vice-President, the immediate past President, and the Executive Director (ex officio). The Executive Committee shall be authorized to undertake actions on behalf of the Board at those times when an action or decision cannot wait for a meeting of the full Board. The Executive Committee shall keep minutes of its proceedings and present such minutes at the next meeting of the Board.
2. Nominating Committee. The Nominating Committee shall consist of a Chair, who shall be a member of the Board of Trustees, and of two or more Members of the Association. The Chair of the Nominating Committee shall be appointed by the incoming President of the Association prior to each annual meeting of the Members, to serve from the conclusion of that annual meeting until the conclusion of the next annual meeting following. Such appointment shall be announced at each annual meeting.
3. Program Committee. The Program Committee shall consist of a Chair, who shall be a member of the Board of Trustees, and of two or more Members of the Association. The Chair of the Program Committee shall be appointed by the incoming President of the Association prior to each annual meeting of the Members, to serve from the conclusion of that annual meeting until the conclusion of the next annual meeting following. Such appointment shall be announced at each annual meeting.
Article VI: Meeting of Trustees
1. Regular Meetings. Regular meetings of the Board of Trustees shall be held every year during the annual meeting.
2. Special Meetings. Special meetings of the Board of Trustees of the Association shall be held when called by the Chair of the Board of Trustees of the Association, or by any two Trustees, after not less than ten (10) days’ notice to each Trustee.
3. Quorum. Five Trustees shall constitute a quorum for the transaction of business. Every action or decision taken by a majority of the Trustees present at a duly held meeting shall be regarded as the action of the entire Board.
4. Action Taken without a Meeting. The Trustees shall have the right to take any action in the absence of a meeting of the Board which they could take at a meeting of the Board by obtaining the written approval of a majority of the total number of Trustees. Any action so approved shall have the same effect as though taken at a meeting of the Trustees.
Article VII: Duties of the Trustees
1. Power. The Board of Trustees shall have the authority to: (a) adopt and publish rules and regulations governing the Association; (b) exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of this Constitution; (c) review, approve, modify, and/or decline recommendations brought forward by Association Committees; and (d) determine the basic program for the annual meeting.
2. Duties. It shall be the duty of the Board of Trustees to: (a) cause to be kept a complete record of all its actions and corporate affairs and to present a statement thereof to the Members when such a statement is requested in writing by one-fourth (1/4) of the Members who are entitled to vote; (b) appoint, with at least a two-thirds majority vote, an Executive Director, who will serve in that office for an indefinite term at the pleasure of the Trustees and who will manage the day-to-day affairs of the Association; (c) delegate to the Executive Director the power to supervise all agents and employees of this Association and see that their duties are properly performed; (d) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.
Article VIII: Officers and their Duties
1. Enumeration of Offices. The chief officers of this Association shall be the President (who serves also as the Chair of the Board of Trustees) and Vice-President, both of whom shall be at all times members of the Board of Trustees.
2. Election of Officers. The election of the President-elect (i.e., Vice-President) shall take place annually by ballot of the membership. No President-elect may be re-elected as such until five years after the end of the initial term.
3. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
4. Resignation. Any officer may resign at any time given written notice to the Board, the President, or the Executive Director. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer replaced.
6. Multiple Offices. No person shall simultaneously hold more than one of the separate offices enumerated in Article VIII.
7. Duties of the Officers. The duties of the officers are as follows:
a. The President or a duly delegated representative shall preside at all meetings of the Board of Trustees and at all meetings of the Members. The President shall also appoint the Chair of the Nominating Committee; the Chair of the Program Committee; the Special Committee of the Board of Trustees to nominate the Executive Director in appropriate years; and any other committees necessary to carry out the purposes and functions of the Association. The President shall also chair the Executive Committee.
b. The Vice-President shall succeed to the Presidency of the Association upon the death, disability, or resignation of the President and shall automatically become President after serving one year as Vice-President. The Vice-President shall serve on the Executive Committee and shall chair the program planning meetings at the annual meeting.
Article IX: Executive Director
1. The Executive Director shall sign all leases, mortgages, deeds, contracts, and other written instruments and promissory notes, upon approval of the Board of Trustees; and he or she may sign all contracts necessary in the normal course of business; shall sign all checks; and shall serve as Treasurer. The Executive Director or his or her designated employees shall also receive and deposit in appropriate bank accounts all monies of the Association; keep proper books of account; and cause a general audit of the books to be made triennially by a certified public accountant. The Executive Director shall be responsible for the filing of the annual corporate income tax return to the United States and local governments (when applicable), and for filing any reports which may from time to time be required of the Association under law. The Executive Director shall also prepare an annual statement of income and expenditures to be presented to the Board of Trustees at its regular annual meeting.
2. The Executive Director shall hire, supervise, and, as needed, discharge Association employees.
3. The Executive Director or his or her designated employees shall serve notice of meetings of the Board and of the annual meeting of the Members.
4. The Executive Director shall also cause to be recorded the votes at all meetings of the Board and Members.
5. The Executive Director or his or her designated employees shall keep current records showing the Members of the Association together with their addresses.
6. The Executive Director shall be responsible for the organizing of the annual meeting of Members, its program, and its physical circumstances, and of all matters pertaining to the proper expediting of this and other meetings held by the Association or its Trustees.
Article X: Meeting of Members
1. Annual Meeting. A regular annual meeting of the Members shall be held each year at the time and place designated by the Executive Director and approved by the Trustees. Each annual meeting shall be devoted to the study of the work of William Shakespeare, the cultural and theatrical milieu in which he lived and wrote, and the various roles these have played in both Anglo-American and world cultures. Normally, annual meetings of the membership will occur on the most practicable dates during the months of March or April.
2. Notice of Meeting. Written notice of meetings of the Members shall be given by, or at the direction of, the Executive Director, by sending a copy of such notice in electronic form, at least sixty (60) days before such meeting to each Member in good standing, addressed to the Member’s address last appearing in the records of the Association or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place(s), days, and schedule of the meeting.
Article XI: Resolutions and Other Business
1. The elections and business of the Association shall be conducted by written ballot.
2. All members in good standing may vote by ballot upon such issues as shall arise for the consideration of and presentation to the membership. Such ballots shall be prepared, mailed or posted, and tabulated by the Executive Director upon instructions by the Board of Trustees.
3. All elections and business for consideration by the membership must be submitted by the Trustees to a ballot of the Members at least six (6) weeks before the annual meeting of the Board of Trustees.
4. Resolutions may originate with the Trustees or may be submitted to the decision of the Trustees by written petition of fifty (50) Members in good standing. Such petitions must be received by the Executive Director at least eight (8) weeks before the time of the annual meeting.
5. All issues and resolutions submitted to a written ballot shall be adopted by a majority of those voting.
Article XII: Miscellaneous
The books, records, and papers of the Association shall be at all times, during reasonable business hours, subject to inspection by any member upon petition to and approval by the Board of Trustees. The Constitution of the Association shall be made available in public electronic form.
Article XIII: Fiscal Year
The fiscal year of the Association shall begin on the first day of January and end on the thirty-first day of December.
Article XIV: Indemnification and Insurance
The Association (a) shall, to the fullest extent required or hereinafter required by law, and (b) may, to the fullest extent now or hereafter permitted by law: indemnify any person made, or threatened to be made, a party to any action, proceeding, or investigation by reason of the fact that he or she or his or her testator was a director, officer, employee, or agent of the Association, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding, or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
The Association shall have the power to purchase and maintain insurance to indemnify the Association for any obligation which it incurs as a result of its indemnification of directors, officers, agents, and employees pursuant to the paragraph above, or to indemnify such persons in instances in which they may be indemnified pursuant to the paragraph above.
Article XV: Amendments
Amendments to this Constitution may be proposed by the Board of Trustees or by written petition signed by at least fifty (50) Members in good standing. Such proposed amendments shall be submitted to a ballot of the membership and shall become effective upon approval of two-thirds (2/3) of those voting.
Amended 15 February 2017