BYLAWS OF THE
INTERNATIONAL SOCIETY OF MANAGING & TECHNICAL EDITORS, INC.
OFFICE AND REGISTERED AGENT
Section 1. Principal Office. The principal office of the International Society of Managing & Technical Editors, Inc. (the “Corporation”) shall be in the State of Illinois, unless the Board shall select some other state for its headquarters.
Section 2. Registered Office and Agent. The Corporation shall have and continuously maintain a registered office and a registered agent in New Jersey, as required by the New Jersey Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.
The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation. The Board of Directors may develop a further mission statement to carry out its purposes.
Membership is open to all individuals who are managing or technical editors of scholarly publications, those involved in the editorial functions of such journals and persons employed by vendors to the publishing industry. Members in good standing shall have the right to vote at the annual meetings of members or by written ballot (Article III - Section 2) on such issues as the Board may choose to bring before the membership.
Section 1. Membership Meetings.
(a) There shall be an annual meeting of the members upon such dates, times and at locations as the Board shall determine. During the annual meetings, members may vote on those matters presented by the Board.
(b) Special meetings of the members may be called by the President of the Board or upon the request of 10% of the voting members. Members shall receive notice prior to special meetings in the manner specified in Article VI- Section 2 of these Bylaws and the notice shall state the purposes of the special meeting.
Section 2. Quorum and Voting. Each member in good standing shall have one vote on all matters presented to the membership by the Board. A quorum shall consist of 10% of the total voting members, whether such voting occurs at the annual meetings or through postal or electronic mail. Unless otherwise specified in these bylaws, a majority of the votes cast for which a quorum is achieved shall constitute the action of the members. Voting for officers and board members and on such other issues as the Board may choose to bring before the members may be by written ballot distributed and returned by postal or electronic mail.
Section 3. Removal. Any member may be removed from membership by a two-thirds vote of the Board of Directors with cause. Cause shall include any actions by a member that are contrary to the values, purposes or best interests of the organization, and include a breach of confidentiality. Members are also automatically removed from membership for failure to pay or renew annual dues in a timely manner.
BOARD OF DIRECTORS AND OFFICERS
Section 1. Powers. There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.
Section 2. Number and Qualifications. The Board of Directors of the Corporation shall be composed of twelve (12) individuals, consisting of five (5) officers, the immediate past president and six (6) directors at large. The immediate past president shall be an ex-officio, non-voting member of the Board of Directors. The Board may choose to increase or decrease the number of directors, but no decrease shall have the effect of shortening the term of any incumbent director.
Section 3. Election and Term of Office. Only regular members in good standing may serve as voting Officers and Directors on the Board of Directors. Further, there shall not be more than two Officers and/or Directors, including the Immediate Past President, whose primary affiliation is with the same organization ("affiliation” refers to an employer or an organization for whom an individual is contracted to work for at least half of their working time). Each Officer shall hold office for a term of two (2) years. An officer, except the president and president-elect, may be re-elected to the same officer position one additional time (for a total of four (4) years in the same position), but otherwise shall have no limit on seeking other Officer or Director positions, subject to a maximum of four consecutive full or part terms in total of Officer and/or Director positions. Each Director, with the exception of the EON Editor position, shall hold office for a term of three (3) years. The EON Editor shall hold office for a term of two (2) years. Each Director may be re-elected to the same Director position one additional time, but otherwise shall have no limit on seeking officer positions, subject to a maximum of four consecutive full or part terms in total of Officer and/or Director positions.
Section 4. Officers. The Officers of the Corporation shall consist of a President, a President-Elect, a Vice-President, a Secretary, and a Treasurer. The Officers shall compose the Executive Committee of the Corporation, which shall formulate plans and policies related to the business of the Corporation for eventual vote by the full Board and, as required, by the membership. The Corporation may have such other Officers and Assistant Officers as the Board of Directors may deem necessary and such Officers shall have the authority prescribed by the Board. One person may not hold more than one office.
(a) President. The President shall also serve as Chair of the Board to preside at Board meetings and shall perform such other duties incident to the office of Chair, as well as those that may be designated by the Board.
(b) President-Elect. The President-Elect shall perform the duties of the President in his or her absence and shall perform such other duties as may be assigned by the President or the Board. The President-Elect shall be, on the expiration of the term of the President, the succeeding president of the society.
(c) Vice-President. The Vice-President shall perform such duties as may be assigned by the President or the Board.
(d) Secretary. The Secretary shall have oversight responsibility for the minutes of the meetings of the Board of Directors; ensure that notices are duly given in accordance with the provisions of these Bylaws; review the activities of staff members that are responsible for corporate records; and perform those duties incident to the office of Secretary and others that may be assigned by the Board of Directors.
(e) Treasurer. The Treasurer shall: monitor staff handling of finances and review reports to the Board on all funds and securities of the Corporation; ensure that bank accounts are appropriately maintained by staff; and perform those duties incident to the office of Treasurer and others that may be assigned by the Board of Directors.
Section 5. Election of board members and officers.
(a) President. The President-Elect shall succeed to the office of the President upon vacancy in the office of the President or at the expiration of the President's term of office, whichever is earlier.
(b) Open Officer and Director positions. Each year, the membership shall be presented with a slate of members recommended for open director and officer positions. The process by which the nominating committee arrives at the slate is described in the nomination process document. A plurality of those voting members responding shall be required for election of the slate to be confirmed.
Section 6. Resignation. Any Officer or Director may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation.
Section 7. Removal. Any Officer or Director may be removed from such office, with cause, by a two-thirds vote of the remaining members of the Board of Directors at any regular meeting or at a special meeting of the Board called expressly for that purpose. In addition, any Officer or Director may be removed from such office, with cause, by two-thirds of the voting members at any regular or at special meetings of the members or by written postal or electronic ballot in lieu of a meeting at a physical location. “Cause” shall include a serious breach of an Officer’s or a Director’s fiduciary duties, unexcused absences from two consecutive Board meetings, or any action that brings discredit upon the Corporation.
Section 8. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.
Section 9. Regular Meetings. The Board of Directors shall meet at least annually at a location, on a day and time as set by the Board. In addition, the Board may meet electronically as it deems necessary to conduct the business of the corporation.
Section 10. Notice. Notice of any special meeting of the Board of Directors shall be given electronically or by other methods at least seven days prior to the meeting and in the manner set forth in Article VI - Section 2. The purpose for which a special meeting is called shall be stated in the notice.
Section 11. Quorum. A majority of all voting Officers and Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 12. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the Officers and Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each Officer and Director shall have one vote. Voting by proxy shall not be permitted.
Section 13. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without a meeting if written consent to the action is signed by all of the directors and officers.
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors and Officers in office, may create and appoint the membership of committees to provide advice to the Board on society matters. Each committee shall have one or more Directors or Officers as members and shall have and exercise the authority that has been delegated to them by the Board of Directors. However, no committee shall have the authority to amend or repeal these Bylaws; elect or remove any Officer or Director; adopt a plan of merger; or authorize the voluntary dissolution of the Corporation. In addition, no committee may enter into contracts or commit the Corporation to an expenditure of funds without prior budgetary approval of the Board or Executive Committee. No more than two people from the same organization should serve concurrently on any given committee unless the committee consists of three members, in which case a 'no majority' rule applies.
Section 2. Appointment of Committee Chairs. Chairs are appointed by the President subject to the approval of the Board of Directors. All members of committees shall be appointed by the committee Chair, subject to approval by the President, except the Ethics committee as specified in Article V- Section 3 of these Bylaws. In making committee appointments, the Chair shall seek to involve in the activities of the Organization as many different, qualified members as is practical.
Section 3. Ethics committee. The Ethics Committee, formerly known as the Conflicts of Interest Committee, shall consist of three members. Committee members may not be members of the Board and must be members of the Society in good standing. One member only may be from the publishing industry or a financial supporter of the Society. The President of the Society will elect a chair of the committee, subject to approval of the Board of Directors. A member of the Board will act as the designated liaison with the Committee but will not sit on the Committee, in order to ensure the Committee’s full independence from the Board.
Term of office: The term of office shall be two years and members may have two (2) consecutive terms of office.
Nominations: The Ethics committee oversees the board’s conflicts of interest and advises the board on governance. The Ethics committee nominees should therefore have an interest, and preferably experience, in governance. Members of the Society wishing to serve on the committee must submit an application to the Chair of the nominating committee, following the description and procedures outlined as for Board of Director positions in the nomination process document. The nominating committee will put forward a slate to be presented to the membership for approval. If the slate is not approved by the membership, existing committee members may continue to serve until all three members of the Committee have been appointed.
Section 4. Term of Office. Each member of a committee, including the committee Chair, shall serve for two (2) years and may be reappointed, at two (2) year intervals, by the Board until the member requests to be relieved of committee responsibilities or the board, after deliberation, requests the member be relieved of committee responsibilities. Other than the Industry Advisory Board members, committee members must be members of ISMTE.
Section 5. Committee Policy Statements and Reports. The members of each committee shall prepare a policy document outlining its objectives, methods and expected results, with proposed timelines. Each Chair of a committee (or their Board liaison) shall provide progress reports (written or verbal) to the Board at each monthly Board call. Each year the Chair of the committee (or their Board liaison) shall provide a formal written report on its activities in time for the annual in-person meeting.
Section 6. Vacancies. Vacancies in the membership of committees may be filled by the President of the Board.
Section 7. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 2. Notice. Whenever under the provisions of these Bylaws notice is required to be given to Board members or the membership, such notice shall be given in writing by first class postal or electronic mail. Such notice shall be deemed to have been given when deposited in postal mail or on the date distributed by electronic mail.
Unless otherwise prohibited by law, the Corporation may indemnify any Director or Officer or any former Director or Officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a Director, Officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Director, Officer, or employee. The Corporation may advance expenses or where appropriate may itself undertake the defense of any director, officer or employee. However, such Director, Officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors may also authorize the purchase of insurance on behalf of any Director, Officer, employee, or other agent against any liability incurred by him or her which arises out of such person's status as a Director, Officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
AMENDMENTS TO BYLAWS
These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting of the Board. The notice of the meeting shall set forth a summary of the proposed amendments.
Approved by the Board October 30, 2013, via teleconference.
Updated: 9.23.14; 10.20.15; 2.24.16; 5.23.16; 01.01.17; 02.16.17; 11.21.17