Approved
MAY 1997

BYLAWS OF THE WILLIAM DEAN HOWELLS SOCIETY

ARTICLE 1.  NAME
The name of this organization is The William Dean Howells Society (hereafter WDHS).

ARTICLE 2.  PURPOSE
2.1. The purpose of WDHS is the dissemination of information on the life and works of the American author William Dean Howells and the facilitation of the exchange of facts, ideas, and texts concerning William Dean Howells and those authors significantly associated with him. Consistent with this purpose, the activities of WDHS include, but are not limited to, the following:
2.1.1. Lectures, discussions, and presentations by panels at scholarly conferences.
2.1.2. Publication of The Howellsian, the official periodical of WDHS distributed to all its members.
2.2. The purpose for which WDHS 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 WDHS shall be scholars and teachers seeking to increase their knowledge about William Dean Howells and those authors significantly associated with him, and willing to share their knowledge to the benefit of all interested in literary research and teaching.
3.2. Membership in WDHS is open to all persons who subscribe to the purposes set forth in these bylaws. WDHS shall not discriminate in an way against members of potential members on the basis of race, gender, religion, nationality, ethnic origin, physical disability, or sexual orientation.
3.3. WDHS shall maintain a membership roster containing the name and address of each member. WDHS shall 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 WDHS ceases 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 cease upon termination of membership.
3.5. The annual dues for membership shall be determined by the members present and voting each year at the annual meeting of WDHS. In lieu of an annual meeting, membership dues may be determined by mail ballot.

ARTICLE 4. RIGHTS AND PRIVILEGES OF MEMBERSHIP
4.1. Each member has voting rights in matters coming before the WDHS at general membership meetings.
4.2. Each member is eligible for election to office or committee membership in WDHS.
4.3. Membership in WDHS includes a subscription to The Howellsian.

ARTICLE 5. OFFICERS
5.1. The officers of WDHS are President, Vice President, Secretary-Treasurer, and Editor of The Howellsian.
5.2. Officers of WDHS shall receive no compensation for their service.

ARTICLE 6. DUTIES OF OFFICERS
6.1. The president presides as chair of the Advisory Board and at all general membership meetings of WDHS, and represents the members in order to promote the purposes of WDHS.
6.2. The Vice President serves as Program Chair and Chair of the Program Committee. The Vice President also acts as President pro tem, in the event the President is absent or is otherwise unable to perform the duties of that office.
6.3. The Secretary-Treasurer records the minutes of all general membership meetings and the meetings of the Advisory Board, maintains the membership roster, receives monies from dues, subventions, and subscriptions, and disburses monies as directed by the Advisory Board and/or WDHS. The Secretary-Treasurer is authorized to maintain a bank account in the name of WDHS.
6.4. The Editor of The Howellsian serves as Chair of the Editorial Board. The editor also oversees the production and distribution of The Howellsian.

ARTICLE 7. COMMITTEES
7.1. The Advisory Board consists of the President, the Vice President, the Secretary-Treasurer, the Editor of The Howellsian, and the immediate Past President. The Advisory Board sets the agenda for all general membership meetings of WDHS and acts as nominating committee whenever vacancies occur or are anticipated. The Advisory Board acts on behalf of the general membership in matters affecting the interests and purpose of WDHS.
7.2. The Program Committee is chaired by the Vice President, and consists of the Vice President and the other members of the Advisory Board. The Program Committee determines the time, place, format, topics, themes, panels, papers, and participants at scholarly meetings sponsored by WDHS.
7.3. The Editorial Board approves the contents of The Howellsian. The Editorial Board has sole power to accept articles for publication.
7.3.1. The Editorial Board consists of the Editor, the Associate Editor, and one elected members of WDHS.
7.3.1.1. The Associate Editor is appointed by the Editor, performs duties assigned by the Editor, and serves at the pleasure of the Editor.
7.3.1.2. The elected member of the Editorial Board serves a term of three years.

ARTICLE 8. TERMS OF OFFICE
8.1. The President, Vice President, and Secretary-Treasurer each serve for a term of two years.
8.2. The Editor of The Howellsian serves for a term of five years.

ARTICLE 9. ELECTIONS
9.1. Election of officers and committee members shall be conducted at the annual general membership meeting of WDHS. In lieu of an annual meeting, elections may be conducted by mail ballot.
9.2. The Vice President automatically succeeds to the office of President when the President's term has expired.

ARTICLE 10. ANNUAL MEETING
10.1. A general membership meeting of WDHS shall be held annually at the time and place designated by the Advisory Board. This meeting shall normally take place at the annual convention of the American Literature Association.
10.2. With the unanimous approval of the Advisory Board, the annual general membership meeting of WDHS may be cancelled, in which case the business of the organization may be conducted by mail ballot.

ARTICLE 11. QUORUM
11.1. A quorum shall 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. WDHS may be dissolved upon recommendation of the Advisory Board and a two-thirds majority vote of the total membership. Intention to introduce a motion of dissolution must be announced by mail to all members at least three months 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.

[Adopted May 1997]