JASNA Bylaws

JANE AUSTEN SOCIETY OF NORTH AMERICA

(A nonstock corporation organized pursuant to the general corporation laws of the State of Maryland)

BYLAWS

ARTICLE I

MEMBERSHIP AND MEETINGS

Section 1.  Membership. Any person shall become and remain a member of the Jane Austen Society of North America, Inc. (the Society) by paying the established dues. Any person who pays the established dues of the Jane Austen Society of North America (Canada) (JASNA Canada) shall be a member of the Society for all purposes. Members may not transfer or bequeath their memberships.

Section 2.  Annual Members Meeting. A meeting of the members, the Annual Members Meeting, shall be held once a year for the purpose of electing officers and other directors and for the transaction of appropriate business. The Annual Members Meeting shall be held in conjunction with the Annual General Meeting (AGM), the literary conference sponsored by the Society. If the Society does not sponsor an AGM in a given year, the Annual Members Meeting shall take place at such time and place as is designated by the Board of Directors. Notice of the Annual Members Meeting shall be communicated no more than 90 days and no less than 20 days prior to the date of the meeting. Members may attend this meeting in person or virtually.

Section 3.  Quorum and Proxy.  A total of thirty members, including members from at least five Regions, shall constitute a quorum at the Annual Members Meeting. No member shall vote or be represented by proxy.

Section 4.  Membership Categories and Dues. The categories of membership, the amount of dues charged for each membership category, and the privileges granted to each category shall be established from time to time by the Board of Directors.

ARTICLE II

BOARD OF DIRECTORS

Section 1.  Qualification and Composition. All members of the Board of Directors must be members of the Society. The Board shall consist of the officers of the Society listed in Article III, Section 1, nine directors with designated terms, ex officio directors, the immediate past President, and up to one honorary member. Officers and the nine directors with designated terms shall be elected by the members of the Society from a slate prepared by the Nominating Committee. The ex officio directors are the President, Treasurer, and Membership Secretary of JASNA Canada, the Editor of Persuasions, the Editor of JASNA News, the Web Services Manager, and the Coordinators for the 2024 and 2025 conferences during their respective terms ending in 2025 and 2026.

Section 2.  Term of Office. Each year, three of the nine directors with designated terms shall be elected for a term of three years. Each such director may serve a maximum of two consecutive terms for a total of six years. If a director completes a partial term of more than one year, that partial term shall constitute a full term. Terms shall commence on December 16 of the year in which the election occurs unless the election is to fill a vacancy, in which case the term shall begin on the election date or another date designated by the Board of Directors.

Section 3.  Duties and Powers. The affairs of the Society shall be governed by the Board of Directors. The Board shall provide strategic direction and oversight and ensure that policies are in place to support continuing operations that are consistent with the Society’s mission.

Section 4.  Executive Committee. An Executive Committee shall act for the Board of Directors between meetings of the Board when the need arises. The Executive Committee shall consist of the President, the Treasurer, the President of JASNA Canada, and three of the directors with designated terms elected by the Board at its annual meeting, to serve until the next annual meeting of the Board. A meeting of the Executive Committee may be called by the President or at the written request of two members of the committee. At any Executive Committee meeting, four members of the committee shall constitute a quorum. In the event of a tie among Executive Committee members, the President shall cast the deciding vote. Meeting minutes shall be recorded by an acting secretary chosen by the Committee and shall be distributed to the full Board promptly after the meeting.

Section 5.  Vacancies. Any vacancy occurring among the nine directors with designated terms shall be filled for the unexpired portion of the term by the Board of Directors, acting upon the recommendation of the Nominating Committee. The recommendation of the Nominating Committee shall be submitted to the Board of Directors within thirty days of the vacancy occurring, and a meeting of the Board shall be promptly called to act upon the recommendation. The President shall notify the Board of Directors in a timely manner of Board vacancies.

Section 6. Meetings. The Board of Directors shall hold an annual meeting in conjunction with the Annual Members Meeting. Meetings of the Board may be called by the President or at the written request of three directors. Notice of any meeting shall be communicated to the Board no less than seven days prior to the date of the meeting. An action required or permitted to be taken at a meeting of the Board may be taken through electronic communication if unanimous consent setting forth the action to be taken is obtained from each director and filed with the minutes. Directors may participate virtually in any meeting if all participants can hear each other at the same time.

Section 7.  Quorum and Proxy. At any Board meeting, six directors with designated terms and three officers shall constitute a quorum. No director shall vote or be represented by proxy.

Section 8.  Attendance and Expenses. The Society expects that directors shall attend all Board meetings, and directors shall make attendance at all Board meetings a priority. Directors shall bear their own expenses.

Section 9.  Removal of Directors. A director may be removed by a majority vote of the Board of Directors whenever the best interests of the Society are served thereby. 

ARTICLE III

OFFICERS

Section 1.  Designation of Officers. The officers of the Society shall consist of a President, three Vice Presidents, a Secretary, a Treasurer, and a Membership Secretary. A President-Elect shall be elected at the Annual Members Meeting preceding the final year of the President’s tenure in office. The Board of Directors may establish such other officers as may be required. Officers shall be chosen from among members of the Society from a slate prepared by the Nominating Committee.

Section 2.  Term of Office. All officers, except the President-Elect, shall serve for a term of two years and may be reelected for up to two additional terms for a total of six years. Terms of all officers shall commence on December 16 of the year in which the election occurs unless the election is to fill a vacancy, in which case the term shall begin on the election date or another date designated by the Board of Directors.

Section 3.  Vacancies. Any vacancy occurring in an office shall be filled for the unexpired portion of the term by the Board of Directors acting upon the recommendation of the Nominating Committee. If an officer completes a partial term of more than one year, that partial term shall constitute a full term. The recommendation of the Nominating Committee shall be submitted to the Board of Directors within thirty days of the vacancy occurring, and a meeting of the Board shall be promptly called to act upon the recommendation.

Section 4.  Duties of the President. The President shall serve as chief executive officer of the Society; preside over all meetings of the Board of Directors and of the members; have general charge of the day-to-day affairs of the Society subject to the direction and determination of the Board of Directors; keep the members of the Board of Directors well-informed with regard to activities of the Society; establish and appoint committees and task forces; serve as a member ex officio of all committees except Nominating; and perform such other duties as from time to time may be assigned by the Board of Directors.

Section 5.  Duties of the Vice President for Regions. The Vice President for Regions shall serve as the President in the absence or disability of the President (except when a President-Elect is in office), shall be responsible for matters pertaining to the Regions and Regional Coordinators, and shall perform such other duties as from time to time may be assigned by the President or Board of Directors.

Section 6.  Duties of the Vice President for Publications. The Vice President for Publications shall be responsible for matters pertaining to publications and shall perform such other duties as from time to time may be assigned by the President or Board of Directors.

Section 7.  Duties of the Vice President for Conferences. The Vice President for Conferences shall be responsible for matters pertaining to conferences and shall perform such other duties as from time to time may be assigned by the President or Board of Directors.

Section 8.  Duties of the President-Elect. The President-Elect’s term of office shall be during the President’s final year in office. The President-Elect shall serve as the President in the absence or disability of the President during that year and shall undertake such other duties as may be assigned by the President or Board of Directors, in particular tasks designed to facilitate the President-Elect’s experience with the Society’s operations and membership.

Section 9.  Duties of the Secretary. The Secretary shall record and distribute the minutes of all meetings of the Board of Directors; record the minutes of the Annual Members Meeting; see that notices are given and records properly kept and filed by the Society as required by law; and perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 10.  Duties of the Treasurer. The Treasurer shall have responsibility for, custody of, and supervision of the assets, financial transactions, and records of the Society subject to the oversight of the Board of Directors. The Treasurer shall prepare the annual Financial Statements and budget and present them to the annual meeting of the Board and at the Annual Members Meeting. The Treasurer shall keep the President and the Board of Directors fully informed with respect to the Society’s financial condition and shall carry out such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 11.  Duties of the Membership Secretary. The Membership Secretary shall have responsibility for maintaining the roster of members and perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 12.  Resignation of Officers. Any officer may resign at any time by giving written notice to the Board of Directors.

Section 13.  Removal of Officers. An officer of the Society may be removed by a majority vote of the Board of Directors whenever the best interests of the Society are served thereby.

ARTICLE IV

COMMITTEES

Section 1.  Committee Formation. The Board of Directors or the President may at any time establish ad hoc or standing committees. The Board may dissolve committees established by the Board, and the President may dissolve committees established by the President. Committees shall consist of members of the Society, who serve at the pleasure of the Board or the President.

Section 2.  Nominating Committee.

A.  Election of the Committee. At the annual meeting of the Board of Directors, the Board shall elect a Nominating Committee composed of three members of the Society, who shall each serve one three-year term, except that in 2025, the Board shall elect one member for a one-year term, one member for a two-year term, and one member for a three-year term. Beginning in 2026, the Board shall elect one member of the Nominating Committee each year. Members whose terms end after 2025 shall not be eligible for reelection to the Committee until at least five years have elapsed since the end of a member’s last term on the Committee. Nominating Committee members shall elect a chair of the Committee each year. Terms of Committee members shall commence on December 16 of the year in which the election occurs unless the election is to fill a vacancy, in which case the term shall begin on the election date or another date designated by the Board.

B.  Vacancies. Any vacancy occurring in the Committee shall be filled for the unexpired portion of the term by the Board of Directors acting upon the recommendation of the Nominating Committee. The recommendation of the Nominating Committee shall be submitted to the Board of Directors within thirty days of the vacancy occurring, and a meeting of the Board shall be promptly called to act upon the recommendation.

C.  Duties of the Nominating Committee for Officers and Directors. The President or another officer designated by the President shall solicit nominations for officers and directors with designated terms from the members. Nominations shall be submitted to the chair of the Committee no later than sixty days prior to the date of the Annual Members Meeting. The Committee shall prepare a slate of properly qualified nominees for (a) the Board of Directors, as set forth in Article II, Sections 1 and 2 and (b) officers of the Society, as set forth in Article III, Sections 1 and 2. The chair shall submit the slate of nominees for officers and directors with designated terms to the President and Board of Directors prior to the annual meeting of the Board and to the members at the Annual Members Meeting.

D.  Duties of the Nominating Committee for Nominating Committee Members. The President or another officer designated by the President shall solicit nominations for the Nominating Committee from the members. Using criteria provided by the Board of Directors, the Nominating Committee shall evaluate nominees and recommend a candidate to serve on the Nominating Committee. No later than ten days before the annual meeting of the Board, the chair of the Nominating Committee shall submit the name of the candidate to the Board.

ARTICLE V

REGIONS

Section 1.  Designation. The members of the Society shall be divided into regional groups, which shall be designated “Regions.” For example, members residing in North Carolina shall be members of the North Carolina Region, and members residing in Northern California shall be members of the Northern California Region. The term JASNA followed by the name of the geographic area shall be used to identify the Region. Examples: JASNA North Carolina or JASNA Northern California.

Section 2.  Formation. Any group of members living in proximity may apply to the Vice President for Regions to establish itself as a designated Region. The President has authority to approve new regional groups or share that responsibility with the President of JASNA Canada in the case of a new Canadian region.

Section 3.  Conformity. All Regions are required to operate in conformity with these bylaws and other practices deemed necessary by the Board of Directors.

Section 4.  Regional Membership. Members may designate a primary Region or, if one is not designated, the Society shall assign a primary Region based on geographic location. Regions (except Canadian Regions) shall not charge dues. Members may participate in the activities of any Region but may vote for regional officers only in their primary Region.

Section 5.  Regional Coordinator. Each Region shall be led by a Regional Coordinator or co-Regional Coordinators, who shall oversee the Region’s activities and serve as the Region’s representative to the Society. A Regional Coordinator shall be elected for a two-year term and may be re-elected to no more than two consecutive terms of office (six years total), unless the Region chooses to limit the number of consecutive terms.

Section 6.  Sharing Dues with Regions. The Board of Directors shall adopt a policy of sharing with the Regions (except the Canadian Regions) a portion of the dues paid by members. The provisions of any such policy and the amount of dues shared with Regions shall be established from time to time by the Board of Directors.

ARTICLE VI

REMUNERATION AND ANNUAL EXAMINATION

Section 1.  Expenses and Remuneration. Officers and directors shall receive no remuneration for services in those capacities but may be reimbursed for out-of-pocket expenses, except as otherwise provided in Article II, Section 8. Editors of Persuasions and JASNA News may receive remuneration for their services in those capacities in amounts determined by the Board of Directors from time to time, whether or not such Editors are also officers or directors of the Society.

Section 2.  Annual Examination. The financial records and accounts of the Society shall be examined at least once a year by a committee composed of members of the Society.

Section 3.  Fiscal Year. The fiscal year of the Society shall be determined by the Board of Directors.

ARTICLE VII

AMENDMENTS TO THE BYLAWS 

Amendments to the bylaws of the Society may be made at any meeting of the Board of Directors. Proposed amendments must be submitted in writing at least thirty days prior to the meeting of the Board and adoption shall require a vote of two-thirds of those present.

ARTICLE VIII

MISCELLANEOUS PROVISIONS 

Section 1.  Parliamentary Authority. The parliamentary authority of the Society, wherever applicable and when not inconsistent with the Articles of Incorporation and these bylaws, shall be the current edition of Robert's Rules of Order.

Section 2.  Effective Date. These bylaws and all amendments thereto are effective from the time of their adoption by the Board of Directors, unless otherwise provided when a particular bylaw or amendment is approved.

Effective October 17, 2024