BYLAWS OF THE STEPHEN CRANE SOCIETY

ARTICLE 1. NAME

The name of this organization is The Stephen Crane Society (hereafter SCS).

ARTICLE 2. PURPOSE

2.1. The purpose of SCS is the dissemination of information on the life and works of the American author Stephen Crane and the facilitation of the exchange of facts, ideas, and texts concerning Stephen Crane and literature. Consistent with this purpose, the activities of SCS will include, but will not be limited to, the following:

2.1.1. Lectures, discussions, and presentations by panels at scholarly conferences.

2.1.2. Publication of Stephen Crane Studies, the official periodical of SCS distributed to all its members.

 2.2. The purpose for which SCS is organized is exclusively educational within the meaning of section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law.

2.3. Notwithstanding any other provision of these bylaws, this organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law.

ARTICLE 3. MEMBERSHIP

3.1. The members of SCS will be scholars and teachers seeking to increase their knowledge about Stephen Crane and willing to share their knowledge to the benefit of all interested in literary research and teaching.

3.2. Membership in SCS is open to all persons who subscribe to the purposes set forth in these bylaws. SCS shall not discriminate in any way against members or potential members on the basis of race, gender, religion, nationality, ethnic origin, physical disability, or sexual orientation.

3.3. SCS will maintain a membership roster containing the name and address of each member. SCS will also maintain such books and records that may be required by law and that are consistent with the purposes of the organization.

3.4. Membership in SCS will cease when a member fails to pay annual dues or submits written resignation to the Secretary-Treasurer. Termination of membership shall be recorded in the membership roster. All rights and privileges of a member will cease upon termination of membership.

3.5. The annual dues for membership will be determined by the members present and voting each year at the annual meeting of SCS. In lieu of an annual meeting, membership dues will be determined by mail ballot.

ARTICLE 4. RIGHTS AND PRIVILEGES OF MEMBERSHIP

4.1. Each member will have voting rights in matters coming before the SCS at general membership meetings.

4.2. Each member will be eligible for election to office or committee membership in SCS.

4.3. Membership in SCS includes a subscription to Stephen Crane Studies.

ARTICLE 5. OFFICERS

5.1. The officers of SCS are President, Vice President, Secretary-Treasurer, and Editor of Stephen Crane Studies.

5.2. Officers of SCS will receive no compensation for their service.

ARTICLE 6. DUTIES OF OFFICERS

6. 1. The President will preside as chair of the Membership Advisory Board, at all general membership meetings of SCS, and will represent the members in order to promote the purposes of SCS.

6.2. The Vice President will serve as Program Chair and Chair of the Program Committee. The Vice President will also act as President pro tem. whenever the President is absent, has resigned, or is otherwise unable to perform the duties of that office.

6.3. The Secretary-Treasurer will record the minutes of all general membership meetings and the meetings of the Membership Advisory Board, will maintain the membership roster, will receive monies from dues, subventions, and subscriptions, and will disburse monies as directed by the Membership Advisory Board and/or SCS. The Secretary-Treasurer is authorized to maintain a bank account in the name of SCS.

6.4. The Editor of Stephen Crane Studies will serve as Chair of the Editorial Board. The editor will also oversee the production and distribution of Stephen Crane Studies.

ARTICLE 7. COMMITTEES

7.1. The Membership Advisory Board will consist of the President, the Vice President, the Secretary-Treasurer, the Editor of Stephen Crane Studies, and the immediate Past President. The Membership Advisory Board will set the agenda for all general membership meetings of SCS and will act as nominating committee whenever vacancies occur or are anticipated. The Membership Advisory Board will also be empowered to act on behalf of the general membership in matters affecting the interests and purpose of SCS.

7.2. The Program Committee will determine the time, place, format, topics, themes, panels, papers, and participants at scholarly meetings sponsored by SCS.

7.2.1. The Program Committee will consist of the Vice President and four elected members of SCS.

7.2.1.1. The elected members of the Program Committee will be appointed for staggered terms of two years. To achieve staggered terms, the initial election of these members will be as follows: two for terms of one year and two for terms of two years.

7.3. The Editorial Board will approve the contents of Stephen Crane Studies. The Editorial Board is solely empowered to accept articles for publication.

7.3. 1. The Editorial Board will consist of the Editor, the Associate Editor, and five elected members of SCS.

7.3.1.1. The Associate Editor will be appointed by the Editor, will perform duties assigned by the Editor, and will serve at the pleasure of the Editor.

7.3.1.2. The elected members of the Editorial Board will be appointed for staggered terms of five years. To achieve staggered terms, the initial election of these members will be as follows: one for a term of one year, one for a term of two years, and one for a term of three years, one for a term of four years, and one for a term of five years.

ARTICLE 8. TERMS OF OFFICE

8. 1. The President, Vice President, and Secretary-Treasurer will each serve for a term of two years.

8.2. The Editor of Stephen Crane Studies will serve for a term of five years.

ARTICLE 9. ELECTIONS

9.1. Election of officers and committee members will be conducted at the annual general membership meeting of SCS. In lieu of an annual meeting, elections may be conducted by mail ballot.

9.2. The Vice President will succeed to the office of President when the President's term has expired.

9.3. At the initial organizational meeting only, election for all officers and committee members will be conducted.

ARTICLE 10. ANNUAL MEETING

10. 1. A general membership meeting of SCS will be held annually at the time and place designated by the Membership Advisory Board. This meeting will normally take place at the annual convention of the American Literature Association.

10.2. With the unanimous approval of the Membership Advisory Board, the annual general membership meeting of SCS may be cancelled, in which case the business of the organization may be conducted by mail ballot.

ARTICLE 11. QUORUM

11.1. A quorum will consist of ten or more members present and voting.

ARTICLE 12. AMENDMENTS

12.1. These bylaws may be amended by a majority vote of members present at an annual general membership meeting, or by a mail ballot conducted under the conditions specified in article 10.2. above.

ARTICLE 13. DISSOLUTION

13.1. SCS may be dissolved upon recommendation of the Membership Advisory Board and a two-thirds majority vote of the members. Intention to introduce a motion of dissolution must be announced by mail to all members at least one month in advance.

13.2. In the event of dissolution, all assets remaining after liabilities have been met shall be disposed of in a manner specified by the motion of dissolution and consistent with the provisions of section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law.