The ISLJ By-laws were drawn up in October 2017 and were ratified in the second AGM in Durham (July 2018).
Click here for a copy of these By-laws in pdf format.
The International Society of Literary Juvenilia: By-Laws
Part 1 Preliminary 1 Name of the By-laws These are the By-laws of the International Society for Literary Juvenilia. The Society may be officially referred to by the initials ISLJ. 2 Application These By-laws apply to and are in respect of the International Society for Literary Juvenilia as established at the meeting convened at the close of the Literary Juvenilia Conference in June 2014. 3. Provisions in force The provisions displayed in this version commenced on the day approved at the AGM in 2018. 4. Non-profit Status 1. No part of the earnings of the Society shall inure to the benefit of any member or officer of the Society or any private individual (except that reasonable compensation may be paid for services rendered to or for the Society affecting one or more of its purposes); and no member, officer or any private individual shall be entitled to share in the distribution of any of the assets on dissolution of the Society. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. 2. Upon dissolution of the Society or the winding up of its affairs, the assets of the Society shall be distributed exclusively to charitable organizations. 5 Interpretation 1. In these By-laws: Board means the Board of Directors of the International Society for Literary Juvenilia. Board Executive means the Chair, Deputy-Chair, Secretary and Treasurer of the Society. JP General Editor means the person who from time to time occupies the position of General Editor of the Juvenilia Press for legal reasons and acts as the Director of the activities of the Press, which has its own Board of Directors. Editor means the person who from time to time occupies the position of editor of the Journal of Juvenilia Studies. External person means a person who is not a member of the Board of Directors. Member means a member of the ISLJ. Office means the position held by a member of the Board of Directors. Press means the Juvenilia Press Board, a separate but associated entity, which may be officially referred as the JP Board. Society means the International Society for Literary Juvenilia. 2. In these By-laws, a reference to an authority, officer or office refers to that authority, officer or office in and of the Society. 3. Where these By-laws provide for empowering an authority or officer of the Society to make rules then, unless the contrary intention appears, expressions used in any such rule have the same meaning as in the By-laws. Part 2 Purpose This non-profit society is organized exclusively for educational purposes including, for such purposes: (a) promotion of research and teaching; (b) dissemination of literary juvenilia; (c) production of a journal; (d) fostering of scholarship through Conferences and seminars on Juvenilia; and (e) helping to ensure the continuity, succession, and expansion of the Juvenilia Press through liaison with the Press. ARTICLE I. MEMBERSHIP AND MEETINGS Part 1 Membership 1. Membership of the society shall be open to: (a) any scholar active in the field of juvenilia research; (b) any scholar active in literary research and teaching; (c) any student undertaking juvenilia or literary studies; and (d) any person interested in furthering the aims of the society regardless of discipline or nationality. 2. Membership shall be secured by payment of the annual dues. 3. The amount of annual dues shall be determined by the Board Executive. 4. Members who meet the above criteria are voting members and may engage in the activities of the Society, and shall receive the official organ of the Society, the Journal of Juvenilia Studies, subject to the provisions of these By-laws, as long as they continue in good standing. 5. All individual members present at the Annual General Meeting may vote on such issues as arise. 6. Life membership of the Society may be conferred on a person, with annual dues suspended, on the recommendation of the Board of Directors and by a majority vote of the members at an Annual General Meeting. Part 2 Meetings 1 Annual General Meeting The Society shall hold an Annual General Meeting that shall: (a) normally be held in conjunction with the literary conference sponsored by the Society; (b) be held at such time and place as the Board Executive shall determine if the Society does not hold a conference in a particular year; (c) be conducted in a manner as determined by the Board Executive; (d) be advertised in the Journal of Juvenilia Studies; (e) have final authority to conduct the business of the Society; (f) have authority to refer any question to an email ballot of the Membership; and (g) have a quorum of 10% of the Membership or 10 Members. 2. Cancellation of an Annual General Meeting (a) an Annual General Meeting may be cancelled for emergency reasons by a vote of the Board of Directors; (b) where the election of new officers is delayed, said officers shall continue in office until a new election can be held. 3. Special Meeting (a) where necessary a Special Meetings of Members may be called by the Board of Directors by notice; (b) the notice must be given no more than 60 days and no less than 15 days prior to the meeting and shall state the time, place, and purpose of the special meeting; and (c) no business shall be transacted at such meeting other than that stated in the notice. ARTICLE II. BOARD OF DIRECTORS Part 1 Composition 1. The Members of the Society shall elect a Board of Directors. 2. All members of the Board of Directors must be Members of the Society. 3. The number of Directors shall be no fewer than twelve or more than fourteen made up as follows (a) at least four members directly elected from the general membership; (b) four ex officio members with voting rights being; (i) the immediate Past Chair; (ii) the JP General Editor; (iii) the Editor of the Society’s journal; and (iv) the Conference Chair; (c) three members-at-large representing North America, Europe and Asia/Australasia where possible; and (d) at least one student representative. Part 2 Appointment and Term of Office 1. The term of office for a member of the Board of Directors shall normally be: (a) two years renewable for all members; (b) unrestricted for the JP General Editor, who being ex officio, may continue until he or she ceases to hold that position; (c) unrestricted for the Editor of the Journal of Juvenilia Studies, who being ex officio, may continue until he or she ceases to hold that position; and 2. Casual vacancy in the office of a member of the Board of Directors (a) A casual vacancy in the office of a member of the Board of Directors occurring within the first year of the term of that office is to be filled by a further election in accordance with these By-laws. (b) If a casual vacancy in the office of a member of the Board of Directors occurs otherwise than within the first year of that term of office, the Board of Directors is to appoint the person: (i) who was last eliminated in the last election to fill the office concerned, and (ii) who remains eligible for appointment, and (iii) who is available for appointment, or (iv) seek a new candidate. (c) If the conditions set out in subclause (b) cannot be met, the vacancy is to be filled by a person appointed by the Board of Directors who is qualified to hold the office concerned. (d) A member of the Board of Directors appointed or elected to fill a casual vacancy under this clause holds office for the unexpired portion of his or her predecessor’s term of office. 3. Casual vacancy for a Director (a) If a casual vacancy occurs for a member of the Board of Directors, the Board of Directors is to appoint another person from the persons who were recommended to the Board of Directors under Part 2 of the Nominations Committee rules. (b) If no such person is available for appointment: (i) the Committee is to identify other persons who may be suitable for appointment as such a member; and (ii) The Board of Directors is to appoint one of those persons determined in accordance with the procedures set out in clause (a) above. (c) A member of the Board of Directors appointed to fill a casual vacancy under this clause holds office for the unexpired portion of his or her predecessor’s term of office. Part 3 FUNCTION OF THE BOARD OF DIRECTORS 1. The affairs of the Society shall be managed, controlled, and directed by the Board of Directors, who shall also exercise all the duties and powers of the Society as set forth in these By-laws. 2. The Board of Directors shall receive advice from the Board Executive. 3. A majority, including two members of the Board Executive, shall constitute a quorum. 4. Each elected and appointed member of the Board of Directors shall exercise one vote in meetings of the Directors, without regard to how many offices are held by an individual. 5. The Board of Directors may conduct its business (including the conducting of interviews) by meeting in person or by telephone, video link or any other form of telecommunication. 6. The Board of Directors may establish standing committees to facilitate its operations and appoint members to serve on them. ARTICLE III. OFFICERS AND THEIR DUTIES 1. The elected Officers of the Society shall be a Chair, a Deputy-Chair, a Secretary, a Treasurer and three members-at-large distributed geographically. 2. The elected officers of the Society shall be chosen by a majority vote of the Membership. 3. If possible the Chair and Deputy-Chair on the one hand, and the Secretary and Treasurer on the other will be elected for a two-year term every odd year. 4. The terms of Office shall commence the day following election. The Chair and Deputy-Chair 1. The prescribed term of office for the Chair and Deputy-Chair is determined at the time of his/her election to the position. 2. An election to fill a vacancy in the office of Chair and/or Deputy-Chair is to be held at an ordinary meeting of the Board of Directors no later than two months after the vacancy occurs. Meeting online is acceptable. 3. A nomination for the office of Chair and/or Deputy-Chair: (a) must be in writing and made with the consent of the person nominated; and (b) must be given to the Secretary, who will act as scrutineer, before the meeting at which the election is to be held; and (c) must be supported by two persons who are members of the Board of Directors; and (d) where there is a single nomination that person will be duly elected. 4. The Chair and Deputy-Chair are, by virtue of their office, members of all committees constituted by these By-laws. 5. If the Chair is not present, or if the office of Chair is vacant, the Deputy-Chair may preside at any such meeting and is to have the like rights and duties. The Chair 1. Subject to any resolution of the Board of Directors the Chair is to: (a) promote the interests and further the development of the Society, and (b) be responsible with the Board Executive for the educational, administrative, financial and other business of the Society; (c) exercise a general supervision over all persons in the service of the Society; and (d) chair the meetings of the Board of Directors, the Board Executive and the Annual General Meeting. 2. The Chair is, by virtue of the office, a member of every committee within the Society, and, may, if he/she so desires, preside at any meeting of any such committee in the absence of the Chair and Deputy-Chair of such committee. Authority 1. Nothing in this Part affects the precedence or authority of the Chair or Deputy-Chair. 2. The Chair has such authority as may be necessary or convenient to give effect to the provisions of this Part. 3. Without affecting the generality of the provisions of this Part, the Chair has power to accept resignations from Directors and officers of the Society and to communicate such acceptance to those concerned. 4. If the Chair makes a rule that is inconsistent with a rule made by the Board of Directors, the rule made by the Board of Directors prevails to the extent of the inconsistency. The Deputy-Chair The Deputy-Chair shall: (a) serve as the Chair in the absence or disability of the Chair; (b) undertake and assist with the duties of the Chair as necessary; and (c) perform such other duties as from time to time may be assigned to him/her by the Chair or Board of Directors. The Secretary The Secretary shall: (a) record and distribute minutes of all meetings of the Board of Directors to the Directors; (b) record and distribute minutes of all meetings of the Board Executive to members of the Executive; (c) record and distribute minutes of the Annual General Meetings to all members of the Society; (d) maintain a list of current members of the Society; (e) provide a Report to the Annual General Meeting; and (f) perform such other duties as the Board of Directors may from time to time assign. The Treasurer The Treasurer shall: (a) manage the collection and disbursement of funds as directed by the Board Executive; (b) provide an annual report on the membership and finances of the Society; (c) distribute an annual audit at the Annual General Meeting; and (d) perform such other duties as the Board of Directors from time to time may assign. The Conference Chair The Conference Chair shall: (a) be responsible for planning and organising an international juvenilia conference at least biennially; and (b) shall present a report to Members at the Annual General Meeting. Journal Editor The editor of the Journal of Juvenilia Studies shall (a) ensure the publication and distribution of the journal; and (b) present a report to Members at the Annual General Meeting. Board Executive The Board Executive shall: (a) provide guidance to the Board of Directors; (b) administer the day to day affairs of the Society; and (c) report to the Board of Directors and the Members of the Society annually. ARTICLE IV. STANDING COMMITTEES Part 1 Nominations Committee 1. The Board of Directors shall select four Directors to constitute a Nominations Committee. 2. The quorum for a meeting of the Committee is 3 members. 3. The Committee may conduct its business (including the conducting of interviews) by meeting in person or by telephone, video link or any other form of telecommunication. Part 2 Nomination procedures relating to appointed members of the Board of Directors: 1. At least 6 months before the term of office of a member of the Board of Directors appointed under Article II Part 1 comes to an end, the Nominations Committee is to identify: (a) the expertise and experience that will be needed to complement that of the other members of the Board of Directors; and (b) persons who may be suitable for appointment as such a member. 2. The Committee is to: (a) determine which of those persons is to be recommended to the Board of Directors; and (b) forward its recommendations to the Board of Directors. 3. In determining the person/s to be recommended under subclause 2(a) above, the Committee is to take into consideration: (a) Whether such person/s has developed, or has the capacity to develop: (i) a good understanding of what the Society needs from the Board of Directors; and (ii) strong networks that may benefit the Society, and (b) whether such person/s will contribute to the effective working of the Board of Directors, and (c) whether such person/s has the expertise and experience (identified under subclause (i) above) needed to complement that of existing members of the Board of Directors, and (d) such other matters as the Committee considers appropriate. 4. The Committee’s recommendations are to include its assessment of the recommended person/s against the matters referred to in subclause (c) above. 5. The Board of Directors is: (a) to consider the recommendations forwarded by the Committee; and (b) to determine which recommended person/s shall be nominated for appointment. ARTICLE V. MAKING OF RULES 1. The Board of Directors may propose amendments to these By-laws to be ratified by majority vote of the members present at the Annual General Meeting. 2. Proposed amendments may be made by the Membership at large through a petition signed by three members and submitted to the Board of Directors for consideration at the Annual General Meeting. Such amendments must be ratified by a majority vote of members present at the meeting. 3. The Board Executive may not make rules for or with respect to any matter for or with respect to which the Board of Directors (alone) is empowered to make rules under any other clause of these By-laws. 4. A rule made by the Board of Directors must be published: (a) on the Internet by means of the website of the Society, or (b) in another official Society publication. 5. Failure to comply with subclause (3) does not invalidate a rule.