The American Philosophical Association
University of Delaware
Newark, DE 19716

APA Bylaws Amendments

At its November 2012 meeting, the board of officers of the American Philosophical Association proposed the following amendments to the APA bylaws. Read the current APA bylaws.

Amendment 1: Term of the Executive Director

Bylaws article 7.7.A currently reads as follows:

The executive director shall be appointed by the board for a five-year term and may be reappointed indefinitely thereafter to mutually agreed-upon terms of no more than five years each. The executive director shall not vote as a member of the board on issues concerning the executive director’s terms of employment.

The board of officers, as recommended by the governance and structure task force, proposes that the following text replace the first sentence of article 7.7.A:

The executive director shall be appointed by the board for an initial term of no more than five years, and may be reappointed indefinitely thereafter to mutually agreed-upon terms of no more than five years each.

The second sentence of article 7.7.A shall remain unchanged.

Amendment 2: Add Three At-Large Members to the Board of Officers

Bylaws article 7.3 currently reads as follows:

The officers of the board shall be:

    1. the vice-president of each division, during the term of office in accordance with its bylaws;
    2. the president of each division, during the term of office in accordance with its bylaws;
    3. the immediate past president of each division, during the term of office in accordance with its bylaws;
    4. the secretary or secretary-treasurer of each division, during the term of office in accordance with its bylaws;
    5. a representative of each division, elected by the division in accordance with its bylaws for a three-year term, the terms to be staggered;
    6. the chair of the board, during the term of office;
    7. the vice-chair of the board, during the term of office;
    8. the chairs of the standing committees of the association as enumerated in article 8 herein;
    9. the executive director of the association, during the term of office; and
    10. the treasurer of the association, during the term of office.

All officers of the board shall have voting rights, with the exception of the treasurer, as set forth in article 7.8 of these bylaws.

The board of officers, as recommended by the governance and structure task force, proposes that a new article 7.3(f) be added as follows:

Three members at large, to be elected by mail, electronic mail, or secure electronic ballot of all regular members of the association, for three-year terms, with one member to be elected each year and the terms to be staggered.

The current articles 7.3(f) through 7.3(j) will be renumbered 7.3(g) through 7.3(k).


Additional Information


Should this amendment pass, the board of officers has approved the following implementation process:

  • As is the case for committee memberships, any member of the association can nominate a member for the office of member-at-large on the board. (Self-nominations are acceptable.) Nominations are referred to a nominating committee, consisting of the three divisional representatives. The nominating committee produces its own list of candidates, after collecting relevant information about nominees and determining that those nominated are willing to serve. The nominating committee should put forward at least three nominees for each vacancy. Each candidate should provide a statement concerning him/herself and his/her candidacy, to be posted on the APA’s website during the election period and included with the ballots.
  • To effect the staggering, in the first election of at-large members, the person with the most votes will have a three-year term; the person with the second highest number of votes will have a two-year term; and the person with the third highest number of votes will have a one-year term.

Amendment 3: Remove Past Presidents from the Board of Officers

The board of officers, as recommended by the governance and structure task force, proposes that the article of the APA bylaws currently numbered 7.3(c) be deleted. The article to delete reads as follows:

the immediate past president of each division, during the term of office in accordance with its bylaws;

Subsequent articles will be renumbered accordingly.

If passed, this amendment will take effect only if and when the above proposed amendment to add three at-large members to the board of officers passes.

Amendment 4: Electronic Voting

Bylaws article 11.1.C currently reads as follows:

Any proposed amendment to the bylaws must be presented, for discussion or amendment only, at each of the divisional business meetings of the three divisions. After discussion, the proposed amendment must be submitted to a mail ballot in each division. Passage of a proposed amendment requires a majority of the votes cast in each of the three divisions. Passage of a proposed amendment requires a majority of the votes cast in each of the three divisional mail ballots.

The board of officers proposes that in article 11.1.C, in the second sentence, the words “mail ballot” be deleted and replaced with “mail, electronic mail, or secure electronic ballot” and, in the last sentence, the words “mail ballots” be deleted and replaced with “mail, electronic mail, or secure electronic ballots”.

If this amendment passes, article 11.1.C will then read as follows:

Any proposed amendment to the bylaws must be presented, for discussion or amendment only, at each of the divisional business meetings of the three divisions. After discussion, the proposed amendment must be submitted to a mail, electronic mail, or secure electronic ballot in each division. Passage of a proposed amendment requires a majority of the votes cast in each of the three divisional mail, electronic mail, or secure electronic ballots.

Amendment 5: Clarification of Bylaw Amendment Proposal Procedure

Bylaws article 11.1.A currently reads as follows:

Amendments of and additions to the bylaws may be proposed only by a divisional business meeting, a divisional executive committee, the board, or by a petition bearing the signatures of at least fifty regular members.

The board of officers proposes that a second sentence be added to article 11.1.A, reading as follows:

The board and the divisional executive committees may propose an amendment to the bylaws by majority vote via an in-person meeting, a teleconference, electronic mail, or secure electronic ballot.

If this amendment passes, article 11.1.A will then read as follows:

Amendments of and additions to the bylaws may be proposed only by a divisional business meeting, a divisional executive committee, the board, or by a petition bearing the signatures of at least fifty regular members. The board and the divisional executive committees may propose an amendment to the bylaws by majority vote via an in-person meeting, a teleconference, electronic mail, or secure electronic ballot.

Amendment 6: Procedure for Amending Bylaws

Bylaws article 11.1.C currently reads as follows:

Any proposed amendment to the bylaws must be presented, for discussion or amendment only, at each of the divisional business meetings of the three divisions. After discussion, the proposed amendment must be submitted to a mail ballot in each division. Passage of a proposed amendment requires a majority of the votes cast in each of the three divisions. Passage of a proposed amendment requires a majority of the votes cast in each of the three divisional mail ballots.

The board of officers proposes that the current article 11.1.C be replaced with the following:

Any proposed amendment to the bylaws will be subject to the following approval process:

      1. Any proposed amendment to the bylaws that, within 30 days of its proposal, is determined, by a majority vote of the board of officers or by a majority vote by at least one executive committee of a division, to concern the business of the divisions must be presented, for discussion or amendment only, at each of the divisional business meetings of the three divisions. After discussion, the proposed amendment must be submitted to a mail, electronic mail, or secure electronic ballot in each division. Passage of a proposed amendment requires a majority of the votes cast in each of the three divisional mail, electronic mail, or secure electronic ballots.
      2. Any proposed amendment to the bylaws that is not determined according to article 11.1.C.1 to concern the business of the divisions must be presented to the members for review via the APA website for at least 60 days prior to a vote. Following the review period, the proposed amendment must be submitted to a mail, electronic mail, or secure electronic ballot of APA members. Passage of the proposed amendment requires a majority of the votes cast from each division in the mail, electronic mail, or secure electronic ballot.

If this amendment passes, it will supersede Amendment 4 above, supposing it also passes.


Additional Information


Should this amendment pass, the board of officers has also approved the following policy regarding bylaws amendments not determined to concern the business of the divisions (amendments following the procedures in article 11.1.C.2):

The board of officers instructs the executive director to notify the members of any proposed bylaws amendment and provide a 30-day period in which members are offered the opportunity to submit arguments for and against the proposed amendment. Those arguments will be posted on the APA website along with the text of the amendment for the 60-day review period prior to a vote.