Revision of bylaws were adopted by unanimous vote on Sept. 20, 2002. Additional revisions to the membership provisions were adopted by unanimous votes on Oct. 10, 2003 and Oct. 14, 2005. Additional revisions to the Executive Committee and officers provisions were adopted by unanimous votes on Feb. 9, 2005, and Oct. 14, 2005. Revisions to the Treasurer’s duties were adopted by unanimous vote July 13, 2005. Revision to the Membership categories in Article III were adopted by unanimous vote on May 14, 2008. Revisions to Article IV, Section 2, were made by unanimous vote on April 14, 2010. Revisions to Article IV, Sections 6 and 7, were adopted by unanimous vote on June 9, 2010. Revision to Article IV, Section 10, was made by a vote of 11-3 onJuly 14, 2010. Addition of Article IV, Section 16, was made by unanimous vote on July 14, 2010. Revision of Article V, Section 7, and Addition of Article V, Section 10, was made by consent on Oct. 22, 2010. Revisions to make the Bylaws consistent with the Code of Conduct and to reflect the changes in the organization’s mission were made by unanimous vote on Feb. 8, 2011. Membership dues were increased and the scholastic category eliminated by the board through changes in Article III, Sections 1 and 8, to take effect Nov. 1, 2011, with a related change to the student category on Dec. 14, 2011. Revisions were adopted by unanimous vote on July 10, 2013, to Article IV, Section 2, and Article 16, Section 16, to change the Education Fund president’s seat on the board to a voting one.
ARTICLE I: OFFICES
The principal office of the Corporation shall be in the village of Huntington, County of Suffolk, State of New York.
The Corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Corporation may require.
ARTICLE II: PURPOSES
The purposes for which this Corporation has been organized are:
- To create, form and establish an organization to organize and sponsor conferences of professional copy editors;
- To educate its members and others about editing and related fields;
- To conduct workshops, seminars and conferences concerning current trends in the editing and issues affecting editors;
- To promote, foster and advance in every lawful manner the common interests and goals of editors in all industries and media;
- To encourage the exchange of ideas and the preparation and presentation of papers, documentaries and reports on various topics and opinions of interest to editors;
- To foster, develop and endeavor to establish high professional, technical and legal standards for the editors;
- To assist in the development of or otherwise encourage programs designed to foster responsible editing.
Nothing herein shall authorize the Corporation to open or maintain a nursery school, elementary school or secondary school, and nothing herein shall authorize the Corporation to operate or maintain an institution of higher learning or to grant degrees.
In furtherance of its corporate purposes, the Corporation shall have all the general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the power to solicit grants and contributions for the corporate purposes.
Nothing herein shall authorize this Corporation, directly or indirectly, to engage in or include among its purposes any of activities mentioned in the Not-For-Profit Corporation Law, Section 404(b)-(v).
ARTICLE III: MEMBERSHIP
1. QUALIFICATIONS FOR MEMBERSHIP
- Full Members (voting): Working copy editors; managers with a copy editing background; teachers of editing; and retirees from these categories.
- Associate Members (nonvoting): People who are interested in, but who have no professional background in, copy editing.
- Student Members (voting): Full- or part-time students enrolled at accredited colleges and universities who are pursuing a course of study leading to an associate’s, bachelor’s, master’s, or doctoral degree. Persons enrolled only in classes for added professional certification, including courses offered through ACES, are not eligible for student status.
Members who joined the society before Feb. 11, 2000, no matter their professional backgrounds, will retain full membership.
The determination of membership status will be made by the Director of Membership in consultation with the Executive Committee.
Members, including Officers, are expected to adhere to the society’s code of conduct and to act in a professional and appropriate manner at any event sponsored by the society or at which society business is being conducted or may be affected. Professional and appropriate behavior is also expected in all corporate-sponsored communication, including but not limited to the society’s Internet discussion board.
2. MEMBERSHIP MEETINGS
The annual membership meeting of the Corporation shall be held during the annual membership conference. The Corporation shall notify the membership of the time and place of the annual meeting. The Corporation reserves the right to deny conference registration or admission to any person deemed by a majority vote of the Executive Committee to be potentially disruptive to the conference.
3. SPECIAL MEETINGS
Special meetings of the Corporation may be called by the Executive Committee. The Secretary shall notify the membership of such a meeting at least 10 days prior to the meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4. FIXING RECORD DATE
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than 60 nor less than 10 days before any such meeting, nor more than 60 days prior to any other action.
5. ACTION BY MEMBERS WITHOUT A MEETING
Whenever members of the society are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the member. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
7. ORDER OF BUSINESS
The order of business of any meeting of the membership or Executive Committee shall be determined by the President with the input of the Executive Committee.
8. MEMBERSHIP DUES
Membership dues are payable annually. Dues are for the calendar year or portion thereof and may not be prorated.
Annual membership dues are:
- Full member: $75
- Associate member: $75
- Student: $40
The amount and structure of dues may be altered by majority vote of the Executive Committee.
9. WRITTEN COMMUNICATION
Written communication shall include e-mail messages.
10. REVOCATION OF MEMBERSHIP
Membership may be revoked for cause by a majority vote of the Executive Committee. Cause includes but is not limited to a willful violation of the code of conduct; failure to pay membership dues in a timely fashion; conviction of a felony; or any action deemed by the Executive Committee to be harmful to the society.
ARTICLE IV: Executive Committee
1. MANAGEMENT OF THE CORPORATION
The Corporation shall be managed by the Executive Committee, which shall consist of no fewer than 15 members. Each member shall be at least 19 years of age.
2. ELECTION AND TERM OF EXECUTIVE COMMITTEE MEMBERS
Each year, the membership shall elect committee members and Officers for open seats. Each member shall hold office until the expiration of the term for which he or she was elected and until a successor has been elected and shall have qualified, or until his or her prior resignation or removal. All Executive Committee members and Officers shall serve terms of two years, with the exception of the seat held by the president of the Education Fund as noted in Article IV, Section 16. Election results will be announced to the membership during the conference.
Because various factors may cause the staggering of the terms of office of Executive Committee members to become unbalanced, the committee is empowered, on an extraordinary basis and by majority vote, to change the terms to which one or more committee members are elected from two years to three years or one year, provided that the membership is properly notified of the change in advance of the affected election, in accordance with the provisions of Article VI.
In the event of a tie vote for any officer’s post or seat on the Executive Committee, the current Executive Committee, with a quorum required, shall vote to break such a tie or ties, or shall determine another process by which to fill the seat(s) in question.
The immediate past President shall have an automatic term unless that person has resigned or been removed from office. All other voting positions on the Executive Committee, including those of Officers, shall be elected positions (except as noted in these bylaws with regard to death, disability, resignation or removal) with the exception of the position held by the president of the Education Fund, as noted below.
The process is overseen by the Corporation’s Secretary, who has the right to appoint an election chairman.
SCHEDULE: Before nominations are solicited, Executive Committee members will notify the President of whether they intend to run again. Nominations by members in good standing (i.e., qualifying applicants with dues paid) shall be made by Jan. 15 of each year. The biographies and statements of eligible nominees shall be made available to the membership by Feb. 15 of each year. Members in good standing as of Feb. 1 are eligible to vote in that year’s election. Electronic voting will be open from Feb. 15 to March 1. Board terms begin and end at the close of the Corporation’s annual conference.
3. ELIGIBILITY FOR EXECUTIVE COMMITTEE
Those full members of the Corporation in good standing (i.e., meeting membership qualifications and being active, dues-paying members) will be eligible for nomination to the Executive Committee. Written consent of nomination is required of all potential candidates. There are no other eligibility requirements. There shall be no term limits for any member of the Executive Committee other than those outlined as eligibility requirements for candidates.
4. DUTIES OF MEMBERS OF EXECUTIVE COMMITTEE
- All Executive Committee members shall vote on issues concerning and assist in determining the Corporation’s direction and offer guidance through input such as aiding in chairman appointments and setting guidelines for other committees; devoting a few hours a week to the Corporation to work on various projects and committees (involving, but not limited to, researching topics, contacting sources, organizing meetings, making phone calls and sending e-mails, writing proposals and newsletter articles, working on surveys and fund raising); contributing to decision-making on matters of Corporation policy; offering suggestions for Corporation events and goals.
- Committee members shall attend the annual conference and the regular annual meeting, and shall be expected to attend all other Executive Committee meetings as the committee sees fit to call them, including periodic scheduled meetings.
5. INCREASE OR DECREASE IN NUMBER OF EXECUTIVE COMMITTEE MEMBERS
The number of Executive Committee members may be increased of decreased by a vote of the membership or by a vote of a majority of all of the Executive Committee members. No decrease in number of Executive Committee members shall shorten the term of any incumbent committee member.
6. NEWLY CREATED COMMITTEE MEMBERSHIPS AND VACANCIES
Newly created memberships resulting from an increase in the number of committee members and vacancies occurring on the committee, in the event of death, resignation or removal, may be filled by a vote of a majority of the committee members then in office. A committee member elected to fill a vacancy caused by resignation, death or removal shall be elected to hold that seat for the unexpired term of his predecessor.
There shall be one type of exception to the above rule: All persons elected during a general election by the society shall be elected to two-year terms, unless the Executive Committee has approved an extraordinary change in such terms in accordance with the provisions of Article IV, Section 2, Paragraph 3.
A committee member elected to fill a vacancy caused by resignation, death or removal shall hold that seat for the unexpired term of his or her predecessor. Such vacancies will be offered in order to unsuccessful candidates for the committee in the previous election, following affirmation by the executive committee.
7. REMOVAL OF EXECUTIVE COMMITTEE MEMBERS
Any or all of the Executive Committee members, including its Officers, may be removed for cause by action of the committee. Removal may be accomplished by a vote of a two-thirds majority of the committee members then in office, excluding the committee member in question. Cause includes but is not limited to a willful violation of the code of conduct; neglect of duties; mishandling of finances; misrepresentation of the society for personal gain; conviction of a felony; and failure to remain a member in good standing as previously defined in these bylaws.
An executive committee member who has missed four consecutive meetings shall be contacted by the secretary and asked to attend the next meeting or else be considered as having resigned from the committee under Article IV, Section 8, unless the president and secretary are notified why attendance is impossible and such reasons are then reported to and accepted by the officers of the Corporation.
An Executive Committee member may resign at any time by giving written notice to the committee, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the committee or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.
9. QUORUM OF COMMITTEE MEMBERS
Unless otherwise provided in the certificate of in Corporation, a simple majority of the entire committee shall constitute a quorum for the transaction of business or of any specified item of business.
10. ACTION OF THE COMMITTEE
Unless otherwise adopted by law, the vote of a majority of the committee members present at the time of the vote, if a quorum is present at such time, shall be the act of the committee. Some actions of the board may be approved by consent without a vote. Each committee member present shall have one vote.
11. PLACE AND TIME OF EXECUTIVE COMMITTEE MEETINGS
The committee may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine. The committee shall have at least one meeting with a quorum present every quarter, either by conference call or in person, on a date and time to be determined at the discretion of the President and Secretary. Such conference call meetings as required will be organized by the Secretary.
12. REGULAR ANNUAL MEETING
A regular annual meeting of the committee shall be held during the annual conference.
13. NOTICE OF MEETINGS OF THE EXECUTIVE COMMITTEE AND ADJOURNMENT
Regular meetings of the committee may be held without notice at such time and place as it shall from time to time determine. Special meetings of the committee shall be held upon notice to the committee members and may be called by the President upon three days’ notice to each committee member either personally or by mail or by phone. Special meetings shall be called by the President or by the Secretary in a like manner on written request of five committee members. Notice of a meeting need not be given to any committee member who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.
A majority of the committee members present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all committee members who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other committee members.
At all meetings of the Executive Committee, the President, or in his absence another Officer, shall preside.
15. OTHER COMMITTEES
The President of the Corporation, with guidance from the Executive Committee, may designate from among its members or the membership other committees and chairmen for such committees. Each such committee shall serve at the pleasure of the Executive Committee.
16. EDUCATION FUND REPRESENTATION ON THE COMMITTEE
The president of the American Copy Editors Society Education Fund shall be a full and voting member of the Executive Committee. Certain expenses, such as for attendance at midterm and conference meetings, may be reimbursed for this position as an ex-officio member under the same rules as apply at that time to other Executive Committee members, except that such reimbursement will be issued by the Education Fund and not by the Corporation unless otherwise jointly agreed to.
ARTICLE V: OFFICERS
1. OFFICES, ELECTION, TERM
There will be among the members of the Executive Committee four Officers — specifically, a President, Vice President, Secretary and Treasurer — elected by the membership and designated in the election as such. Such Officers shall be elected as outlined under Article IV, Section 2, and each shall be elected to a term of two years, unless the Executive Committee has approved an extraordinary change in such terms in accordance with the provisions of Article IV, Section 2, Each Officer shall hold office until the expiration of the term for which he or she was elected and until his or her successor has been elected and shall have qualified, or until his or her prior resignation or removal. In the event of a tie vote for any officer’s post, the Executive Committee shall break the tie, as outlined in Article IV, Section 2. There shall be no term limits for any Officer other than those outlined as eligibility requirements for candidates.
2. ELIGIBILITY REQUIREMENTS OF CANDIDATES FOR OFFICE
In addition to those requirements outlined in Article IV, Section 3, candidates for office on the Executive Committee must have shown a commitment to the Corporation through experience as a committee chairman or active committee member, or through work on a significant project or workshop of the Corporation. Written consent of nomination is required of all potential candidates.
3. REMOVAL, RESIGNATION, SALARY
Any or all of the Corporation’s Officers may be removed as outlined in Article IV, Section 7. An Officer may resign at any time by giving written notice to the committee, the President or the Secretary of the Corporation. If he is acting as President of the Corporation, written notice must be given to the committee or the Secretary. If he is acting as Secretary of the Corporation, written notice must be given to the committee or the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the committee or such Officer, and the acceptance of the resignation shall not be necessary to make it effective. In the event of death, resignation or removal of an Officer, the committee in its discretion may elect or appoint a successor to fill the unexpired term. The salaries of all Officers shall be fixed by the Executive Committee.
4. DUTIES OF OFFICE OF PRESIDENT
- The President shall be the chief executive Officer of the Corporation. He or she shall preside at all meetings of the membership and the Executive Committee.
- He or she shall have the general management of the affairs of the Corporation, including legal issues, growth of the Corporation, and fund-raising and educational goals.
- He or she shall see that all orders and resolutions of the committee are carried into effect. The President shall initiate outreach efforts and maintain contacts with other professional and academic organizations, and he shall represent the Corporation, with others, in public discussion of copy editing issues or other forums. The President shall communicate with the membership about the goals and achievements of ACES both through written means and through a report at the annual conference.
- The President shall guide the work of the publicity and communications efforts of the Corporation to reflect the overall goals and aspirations of ACES, and shall play a leading role in determining major emphases of conferences and workshops. The President also will coordinate the work of the Society with that of the ACES Education Fund.
- During the absence or disability of the President, the Vice President shall have all the powers and functions of the President, subject to approval of the board. If the President resigns or is removed from office, the Vice President will succeed him or her as President until the next election for which nominations would still be open.
5. DUTIES OF OFFICE OF VICE PRESIDENT
- The Vice President shall oversee the daily operations of the Corporation through coordination of the work of its Officers and committee chairs and staff, subject to approval of the board and in direct consultation with the President.
- He or she works with the conference committee on locations and details of the annual meeting and associated events such as regional meetings and workshops.
- During the absence or disability of the Vice President, the Treasurer shall have all the powers and functions of the Vice President, subject to the approval of the board.
6. DUTIES OF OFFICE OF TREASURER
- The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the Executive Committee may elect. He shall sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Executive Committee, and he shall sign checks and orders for the payment of more than $1,000 with the written approval of the President, which shall be kept with the treasury records. He shall at all reasonable times exhibit his books and accounts to any Executive Committee member of the Corporation upon request. He shall assist the President and others with fund-raising activities.
- Each year by April 1, the Treasurer will give the committee copies of current account statements and an end-of-year report detailing income and expenses. Each month, he will provide to the committee current account figures and notice of any significant changes. He will provide the President with direct access to monitor accounts.
- He shall be responsible for the filing of any and all tax documents.
- Each year, the Treasurer will draft an annual budget and give it to the Executive Committee by October.
- During the absence or disability of the Treasurer, the Secretary or another Executive Committee member appointed by the Executive Committee shall have the powers and functions of the Treasurer.
7. DUTIES OF OFFICE OF SECRETARY
- The Secretary shall keep the minutes of the Executive Committee and also the minutes of the membership. He shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Executive Committee.
- He shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Executive Committee may direct, including but not limited to, the original copies of the bylaws and the certificate of incorporation.
- He shall attend to such correspondence as he may be assigned to and perform all the duties incidental to his office, including distributing surveys and other materials of the Corporation to the membership.
- He shall coordinate the national elections with the assistance of an election chairman appointed to serve at the discretion of the Executive Committee.
- During the absence or disability of the Secretary, the Treasurer or another Executive Committee member appointed by the Executive Committee shall have the powers and functions of the Secretary.
8. SURETIES AND BONDS
In case the Executive Committee shall so require, any Officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Executive Committee may direct conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.
Contracts entered into by the Corporation must be signed by either the President and the Treasurer, or the President and the Vice President. If the President is absent and time is of the essence, the Vice President may sign in his or her place, with a countersign by the Treasurer.
ARTICLE VI: AMENDMENTS
The bylaws may be adopted, amended or repealed by the membership at the time the membership is entitled to vote in the election of Executive Committee members if a written request of such a change to the bylaws is submitted to the Executive Committee no later than three months prior to the date of the annual election and only if no less than 10 percent of the current membership signs a petition in support of putting such a change to a vote of the entire membership. Bylaws may also be adopted, amended or repealed by a majority of the entire Executive Committee without the consent or approval of the membership. However, written notice of such changes to the Corporation’s bylaws must be given to the membership in a timely manner.
If any bylaw regulating an impending election of Executive Committee members is adopted, amended or repealed by the Executive Committee, there shall be set forth in the notice of the next meeting of the membership for the election of the Executive Committee the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.