Article 1 — Name
The name of this organization shall be the American Philosophical Association.
Article 2 — Definitions
The following terms used in these bylaws shall have the meanings set forth below:
A. "the Act" refers to the Pennsylvania Nonprofit Corporation Law of 1988, as amended.
B. "Association" refers to the American Philosophical Association.
C. "Board" refers to the board of officers of the association.
D. "Bylaws" refers to the bylaws of the association, which shall be the applicable governing document for all members, the board, the committees, and the divisions.
E. "Divisions" refers to the three divisions of the association, the Eastern, Central, and Pacific divisions.
F. "Divisional executive committee" refers to the governing body of a particular division of the association, which shall be responsible for the affairs of that division.
G. "Regular members" refers to those members of the association who qualify in accordance with Article 4.2. "Emeritus members" refers to those regular members who in accordance with Article 4.3 qualify for, and have elected to assume, emeritus status, and who pay no dues. "Associate members" refers to members who qualify in accordance with Article 4.5. "Members" refers to all members, including regular members and associate members.
H. "Regular meetings" refers to the three regularly scheduled meetings of the association, each of which is sponsored by one of the Divisions, held each year.
Article 3 — Purposes
A. The purposes of the American Philosophical Association shall be to promote the exchange of ideas among philosophers, to encourage creative and scholarly activity in philosophy, and to facilitate the professional work of teachers of philosophy.
B. The association is established exclusively for educational and scientific purposes as set forth in the Articles of Incorporation. The association shall not act so as to impair its eligibility for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
C. The purposes the association shall be served by:
- The holding of regular meetings at which addresses, symposia, papers, and discussions of philosophical significance are presented;
- The publication of the Proceedings and Addresses, the presidential addresses, and such additional items as may be germane to the purpose of the association;
- The work of the standing and special committees of the association;
- Such other means as may be deemed appropriate by the regular members and the board.
Article 4 — Members
4.1. Regular Members.
The association shall have regular members who are entitled to vote, as specified in these bylaws, and who shall have all other rights of a member as set forth herein.
4.2. Qualifications for Regular Membership.
A. Regular membership in the American Philosophical Association shall be open to persons professionally interested in the scholarly study of philosophy.
B. The authority to approve an individual’s application for regular membership in the association rests with the board of officers, which shall normally delegate it to the executive director.
4.3. Membership Dues.
A. The annual dues of APA members shall be fixed by a two-thirds vote of the board.
B. Any person who has been a regular member of the APA for at least twenty consecutive or twenty-five non-consecutive years and has retired may elect to assume emeritus status for purposes of dues. This election is entirely at the member’s discretion. Emeritus members shall pay no dues, but shall otherwise continue to have the full rights afforded regular members of the association.
4.4. Divisional Affiliation.
Each regular member shall signify to the executive director of the association the divisional affiliation desired for purposes of voting on divisional and association matters. The privileges of voting at a divisional business meeting and receiving mail, electronic mail, or secure electronic ballots of that division shall be limited to regular members certified by the executive director as affiliated with that division.
4.5. Associate Membership.
Associate memberships are offered in categories defined by the board of officers, with annual dues set by the board of officers. Associate members are not affiliated with any division and may not vote at meetings of the members or of the divisions. Associate members may serve on APA committees but cannot hold any position that would require them to have voting rights within the divisions or the association, with the exception of elections to APA groups representing their associate membership category. Associate members may attend and appear on the program of all regular meetings and receive all publications of the association.
4.6. Expulsion from Membership.
Any member may be expelled from membership by a two-thirds majority vote of the board, provided that written notice of the intention to expel and reasons for expulsion have been provided to the member at least ten (10) days in advance of the meeting of the board where the action is taken. No member shall be expelled without having the opportunity to be heard at such meeting. No formal hearing procedure need be followed by the board when it considers the expulsion of a member, except that the member shall have the right to demand an evidentiary hearing before the board. At such an evidentiary hearing, the proponents of expulsion shall have the right to present evidence in response. The proponents of expulsion and the member shall each have the right to present and cross-examine witnesses, and to offer argument in support of their positions.
A. A person may become a member of the APA upon payment of one year’s dues.
B. Any member whose dues are in arrears shall be removed from membership. Those who have been removed from membership for failure to pay dues may be reinstated at any time by the payment in advance of one year’s dues. Only current members shall have the right to vote or hold office in the association.
C. Any person who elects and is eligible for emeritus status is considered a member of the APA as long as that person is living.
D. Any person who has paid lifetime membership dues is considered a member of the APA as long as that person is living.
Article 5 — Meetings of the Association
5.1. Regular Meetings.
A. The association shall hold three regular meetings each year: one on or near the Pacific Coast, one in the Midwest, and one on or near the Atlantic Coast. For the purpose of planning the programs and making other arrangements for the regular meetings of the association, there shall be respectively an Eastern Division, a Central Division, and a Pacific Division of the association.
B. Each regular meeting shall include an appropriate philosophical program, a presidential address, a divisional business meeting for members whose voting affiliation is with the division hosting the regular meeting, and such other events as the divisional executive committee may deem fitting and consonant with the purpose of the association.
C. Voting at regular meetings shall be in the manner specified in the bylaws of each division. Where no method of voting is specified in the division's bylaws, voting at regular meetings shall be in person, except that a majority of those present and affiliated with that division can provide for a vote by mail, electronic mail, or secure electronic ballot.
D. Meetings arranged in whole or in part by a division shall be held at times and places within or without the Commonwealth of Pennsylvania as shall be set by the divisional executive committee in consultation with the executive director of the association. Any other meetings shall be held at times and places within or without the Commonwealth of Pennsylvania as shall be set by the chair of the board in consultation with the executive director of the association.
5.2. Divisional Business Meetings.
At each divisional business meeting, reports of the board on the affairs of the association and of the divisional executive committee on the affairs of the division shall be presented. At each divisional business meeting, regular members whose voting affiliation is with the division hosting the regular meeting shall have an opportunity to vote on such matters that require a vote, in accordance with these bylaws or the bylaws of the division. Acts taken at a divisional business meeting shall constitute acts of that division.
5.3. Special Meetings.
A. Special meetings of the association may, given at least one month’s notice, be called jointly by the board and one or more of the divisional executive committees or upon the request of 10 percent of the regular members of the association. The notice of a special meeting shall specify the general nature of the business to be transacted at the meeting.
B. Voting procedures at regular meetings shall also apply to special meetings, except that voting on the business to be transacted at the Special Meeting, as specified in the meeting notice, shall be by mail, electronic mail, or secure electronic ballot.
5.4. Quorum for Divisional Business and Special Meetings.
A quorum for divisional business meetings and special meetings shall consist of those eligible to vote who attend the meeting.
A. Only such resolutions as are adopted by all three divisional business meetings within a given twelve-month period shall be recorded and publicized as resolutions of the association. They shall otherwise be recorded and publicized only as resolutions of the board or of one of the divisions.
B. A resolution adopted at the board meeting shall, at the request of the board, be placed on the agenda of the regular divisional business meeting of each of the three divisions in the twelve-month period following announcement to the members of the action of the board.
C. A resolution adopted by a divisional business meeting shall, at the request of that business meeting or the divisional executive committee, be placed on the agenda of the next regular business meetings of the other two divisions following announcement to the members of the first division’s action.
D. Resolutions which purport to represent the sense of a division on matters of public policy may be voted on only by mail, electronic mail, or secure electronic ballot authorized by the annual business meeting of that division. Such mail, electronic mail, or secure electronic ballots will include relevant minutes of the meeting and a summary of the arguments presented.
Article 6 — Divisions of the Association
There shall be three divisions of the association, the Eastern Division, the Central Division, and the Pacific Division, respectively. Each division shall plan or make other appropriate arrangements for one regular meeting of the association each year, as specified in Article 5.1 of these bylaws.
6.2. Bylaws of the Divisions.
A. Bylaws of a division shall be applicable only to that division.
B. A division may adopt such divisional bylaws as it sees fit, including bylaws for amending and adding bylaws to the divisional bylaws, unless the Board determines that they are not consonant with the purpose of the Association or are not consistent with the bylaws of the Association. In order to allow the Board to make this determination before any new or amended divisional bylaws are implemented, new or amended divisional bylaws shall not come into effect until at least ninety days following their approval by the Division.
6.3. Officers of the Divisions.
A. Each division shall elect divisional officers. it shall be free to determine offices and manner of nomination for office, provided that:
1. The responsibility for the affairs of the division be entrusted to an executive committee which shall include at least a president and secretary; and
2. The divisional officers be chosen from among the regular members of the association whose voting affiliation is with that division.
B. Each division shall be free to determine the duties of its officers, provided that:
1. The president prepare an address to be delivered at the regular meeting arranged by the division and to be published subsequently in the Proceedings and Addresses of the association;
2. The secretary keep records of the division and serve as an associate editor of the publications of the association;
3. The divisional executive committee assume responsibility for arranging the regular meeting held in its region, including, insofar as is feasible, the raising such funds as are needed for defraying the expenses of the meeting; and
4. The duties of divisional officers specified under Article 7 be performed.
Article 7 — Board of the Association
The governing body of the association shall be the board of officers. The board shall have all powers and duties for the conduct and management of the business and affairs of the association except as otherwise required by law, these bylaws, or a resolution duly adopted by the board.
7.2. Qualifications of the Board.
Each officer of the board shall be a regular member of the association, with the exception of the treasurer as specified in Article 7.8 of these bylaws.
7.3. Composition of the Board.
The officers of the board shall be:
(a) The vice-president of each division, during the term of office in accordance with its bylaws;
(b) The president of each division, during the term of office in accordance with its bylaws;
(c) The immediate past president of each division, during the term of office in accordance with its bylaws;
(d) The secretary or secretary-treasurer of each division, during the term of office in accordance with its bylaws;
(e) A representative of each division, elected by the division in accordance with its bylaws for a three-year term, the terms to be staggered;
(f) 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.
(g) The chair of the board, during the term of office;
(h) The vice chair of the board, during the term of office;
(i) The chairs of the standing committees of the association as enumerated in Article 8 herein;
(j) The executive director of the association, during the term of office; and
(k) 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.
7.4. Chair of the Board: Election, Term of Office and Duties.
A. The chair of the board shall be elected by majority vote of the board for a three-year term, once renewable. A person is eligible to serve as chair of the board who meets the following conditions:
a) is at the time of election a member in good standing of the American Philosophical Association; and
b) is not at the time also serving as the executive director of the American Philosophical Association; and
c) meets one or both of the following conditions: (1) is or has been a president of a division; (2) has at the time of election served for three or more years as a member of the board.
When the terms of ofﬁce of the chair and the executive director terminate within six months of one another, the term of the chair shall be extended for one year.
B. The chair of the board of officers shall preside at meetings of the board, and guide the governance process, centering the work of the board on the association’s mission, vision and strategic direction. The chair represents the association to internal and external constituencies. The chair serves as the board’s central point of official communication with the executive director and leads the processes of executive director goal-setting. The chair nominates the vice chair and appoints members of ad hoc committees and task forces established by the board.
7.5. Vice Chair of the Board: Nomination, Election, Term of Office, and Duties.
A. The vice chair shall be nominated by the chair of the board and appointed by the board. A chair beginning a term of office may nominate a candidate who, if approved, shall serve a term of up to three years. The term of a vice chair shall not continue beyond the expiration of the term of the chair. Nominees for the position of vice chair shall be chosen from among the present or past board members.
B. The vice chair shall serve as chair if the chair is unable to perform the duties of the office, until such time as the chair either returns to duty or is replaced. The vice chair may represent the chair on such occasions as the chair designates.
7.6. Chairs of Standing Committees: Election, Term of Office.
The chairs of standing committees shall be nominated by one or more members of the association and appointed by the board. Chairs of standing committees shall serve a term of three years, once renewable.
7.7. Executive Director: Appointment, Term of Office, and Duties.
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 executive director shall not vote as a member of the board on issues concerning the executive director's terms of employment. The executive director shall be appointed as a regular member of the association for the term of office.
B. The executive director of the association shall be the chief executive officer of the association and reports to the board of officers. The executive director manages the operations of the office of the association and appoints, supervises, and evaluates members of the APA staff. The executive director oversees public relations, develops and manages the APA’s budget, works closely with the divisions and committees, identifies and makes recommendations to the board concerning internal and external issues that could affect the organization, and oversees the implementation of association policies.
C. The executive director shall serve as the secretary of the association.
7.8. Treasurer: Nomination, Election, Term of Office, Duties, and Voting Rights.
A. The treasurer shall be nominated by the chair of the board and appointed by vote of the board. The term of office shall be three years and shall be renewable through the same process.
B. The treasurer shall review the financial records of the national office and the divisions, the investments and investment policies of the board, and the annual audit of the association, and shall report to the board on these matters.
C. A treasurer who is a regular member of the association shall be entitled to vote at board meetings. The treasurer need not be a regular member of the association. If not a regular member, the treasurer will not be entitled to vote at board meetings.
7.9. Meetings of the Board of Officers.
A. The board shall meet at least once a year. The executive director shall provide notice of each board meeting to the officers, stating the time, place, and purpose of the meeting.
B. The executive director of the association shall, after consultation with the chair and the other officers, prepare a formal agenda for the annual meeting of the board. Agenda items proposed by a divisional executive committee, a divisional business meeting, a standing committee of the association, or fifty or more regular members of the association shall be placed on the agenda of the annual meeting of the board provided that they are submitted to the executive director at least one month in advance of the annual meeting of the board.
7.10. Quorum for Board Meetings.
A majority of officers shall constitute a quorum for the transaction of business. The acts of a majority of the officers present at a meeting at which a quorum is present shall be the acts of the board.
7.11. Actions of the Board outside Board Meetings.
If board action is necessary when the board is not holding a meeting, the chair of the board may call for a vote of the board by electronic mail, preceded, if necessary, by discussion via the same medium. In such cases, the votes of a majority of the officers of the board shall constitute acts of the board. The votes shall be recorded and announced to the board by the executive director or the chair of the board.
7.12. Review of Actions Taken by the Board.
Regular members of a given division have a right to request the executive committee of that division to ask the board to review or rescind actions taken by the board. When such actions have not been explicitly approved at the divisional business meeting, a regular member of that division may individually make such a request; when they have been so approved, a petition signed by ten regular members of that division is required. it shall be the prerogative of the divisional executive committee to decide whether the request shall be transmitted to the board, and if the request is transmitted to state what action the divisional executive committee recommends. All such petitions shall be made known to the executive committees of the other divisions for their consideration.
Article 8 — Committees of the Association
8.1. Standing Committees of the Association.
There shall be six standing committees of the association, as follows:
1. The Committee on Academic Career Opportunities and Placement;
2. The Committee on Inclusiveness;
3. The Committee on International Cooperation;
4. The Committee on Lectures, Publications, and Research;
5. The Committee on the Status and Future of the Profession (which shall include as ex officio members the chairs of the other standing committees); and
6. The Committee on the Teaching of Philosophy
8.2. Duties of the Standing Committees.
Detailing the charges to the standing committees shall be the duty of the board.
8.3. Chairs and Members of the Standing Committees: Appointment, Term of Office.
Chairs and members of the standing committees shall be appointed from among the members of the association and shall (except for the ex officio members of the Committee on the Status and Future of the Profession) be appointed for three-year terms.
8.4. Additional Comments.
The board may authorize the appointment of committees for special purposes and projects. Such committees shall be referred to as "committees.”
Article 9 — Liability and Indemnification
General Rule. An officer of the board or other authorized representative shall not be personally liable for monetary damages as an officer of the board or other authorized representative for any action taken, or any failure to take any action, unless:
1. The officer or other authorized representative has breached or failed to perform the duties of a Director in accordance with the standard of conduct contained in Section 5712 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, and any amendments and successor acts thereto; and
2. The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness;
Provided, however, the foregoing provision shall not apply to (i) the responsibility or liability of an officer or other authorized representative pursuant to any criminal statute or (ii) the liability of an officer or other authorized representative for the payment of taxes pursuant to local, state, or federal law.
The association shall indemnify any officer or other authorized representative who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (and whether or not by, or in the right of, the association) by reason of the fact that such person is or was a representative of the association, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the association, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the association, indemnification shall not be made under this section in respect of any claim, issue, or matter as to which the person has been adjudged to be liable to the association unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the association is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
9.3. Indemnification Procedure.
Unless ordered by a court, any indemnification under Article 9.2, or otherwise permitted by law shall be made by the association only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the officer or other authorized representative has met the applicable standard of conduct set forth under that section. Such determination shall be made:
1. By the board by a majority vote of a quorum consisting of officers or other authorized representatives who were not parties to the action or proceeding;
2. If such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested officers or other authorized representatives so directs, by independent legal counsel in a written opinion.
9.4. Advancement of Expenses.
Expenses incurred by a person entitled to indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit or proceeding shall be paid by the association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the association.
9.5. Continuing Right to Indemnification.
The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or board member of the association and shall inure to the benefit of the heirs, executors and administrators of such person.
9.6. Other Rights.
This Article shall not be exclusive of any other right which the association may have to indemnify any person as a matter of law.
Article 10 — Funds of the association
10.1. Derivation of Funds.
Funds of the association shall be derived from membership dues, charitable contributions, and any other sources of funds consistent with the purposes of the association.
10.2. Maintenance of Funds.
A. The executive director of the association shall maintain accurate records of the receipts, deposits, and disbursements of the funds of the association. The authority for receipt, deposit, and the disbursement of funds shall be the board acting in accordance with the following provisions:
1. Funds designated for special purpose shall be disbursed only for those purposes.
2. Funds designated for the exclusive use of a division (hereinafter referred to as "divisional funds") shall be, at the pleasure of the division, disbursed to the divisional secretary for the purpose of defraying costs of the regular meeting arranged by that division or for other legitimate expenditures of that division.
3. Income resulting from the meetings arranged by a division and gifts and grants designated for use of a division shall be received as divisional funds; and
4. At the pleasure of the divisional executive committee, a divisional secretary may function as treasurer of all or part of the divisional funds of that division.
B. Should a deficit or temporary financing need occur in a division either as a result of expenditures connected with the regular meeting held in that division's region or as a result of other legitimate expenditures, the board shall, insofar as is consistent with the interests of all three divisions, allocate funds to cover the deficit or extend the credit for the temporary financing need.
C. Records of all receipts, deposits, and disbursements of the funds of the association, including divisional funds, shall be subject to regular annual audit; and the report of the auditor shall be published for the members of the association.
Article 11 — Amendments
A. 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.
B. 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, and must be announced to the regular members at least one month in advance of the first divisional business meeting at which it is discussed. 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.
Last updated: 2014