Constitution of the International Spenser Society
I. NAME
The name of this Society shall be the INTERNATIONAL SPENSER SOCIETY.
II. PURPOSE
The objectives of this Society shall be to further Spenser scholarship, not only in this country but also abroad, by bringing Spenser scholars together at an annual meeting, by selecting outstanding scholars for honor, by encouraging research in progress, by promoting the exchange of ideas in the field of Spenser study, and by carrying on such other activities as the members of the Society may determine from time to time.
Said Society is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations under Internal Revenue Code 501(c)(3). No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. 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 publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provision of the Articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).
III. MEMBERSHIP
Any person may become a member of the Society upon payment of annual dues as fixed in the Bylaws, and may continue as a member by payment of subsequent annual dues.
IV. OFFICERS
The officers of the Society shall be: a President, a Vice-President, a Secretary, and a Treasurer. The President and Vice-President shall be elected for a term of two years at the Annual Meeting in accordance with the provisions of the Bylaws. They shall serve until their successors have been elected, and they shall be eligible to succeed themselves. The Secretary and Treasurer shall be chosen by the Executive Committee, and shall hold office for terms and under such conditions as the Committee may specify.
V. ADMINISTRATION
The affairs of the Society shall be administered by an Executive Committee, consisting of the President and the Vice-President ex officio, the Secretary and the Treasurer, and nine term members, three of whom shall be elected at each Annual Meeting for terms of three years in a manner described in the Bylaws. The Committee shall take all appropriate action on behalf of the Society, naming committees when it so desires, and through the Secretary and Treasurer shall furnish a Report at the Society's Annual Meeting. Term members shall be eligible to succeed themselves. Five term members and officers shall constitute a quorum.
VI. ANNUAL MEETING
The Society shall hold an Annual Meeting, normally during the annual session of the Modern Language Association of America.
VII. AMENDMENTS
Any amendment of this Constitution shall take effect immediately upon approval of two-thirds of the members present at the Annual Meeting, provided that it shall have been presented by mail to the entire membership at least one month before the date of this meeting.
VIII. DISSOLUTION
Upon dissolution of the International Spenser Society, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.