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James Fenimore Cooper Society Constitution & Bylaws

Updated July 2019

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James Fenimore Cooper Society

CONSTITUTION

I. NAME: The name of the Society is The James Fenimore Cooper Society, Inc. (JFCS)

II. PURPOSE: The James Fenimore Cooper Society is organized to offer Cooper scholars and other interested persons an opportunity to share in the study and appreciation of the life and works of a major American writer. The James Fenimore Cooper Society is also dedicated to advancing appreciation of and scholarship in the work of his daughter, Susan Fenimore Cooper. A non-profit organization, the Society—through such activities as annual meetings, scholarly panels, special symposiums, and a newsletter—provides a medium of communication among Cooper scholars and expands the possibilities for Cooper studies. The sole purposes of the Society are educational and literary within the meaning of those terms in section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding section of any future Federal tax code, and the Society shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under that section. (Especially: no substantial part of the activities of the Society shall be carrying on propaganda, or otherwise attempting to influence legislation—except as otherwise provided by Internal Revenue Code section 501(h)—and it will not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office; no part of the earnings of the Society shall inure to the benefit of any member or other individual—except that reasonable compensation may be paid for services rendered to or for the Society; and in any taxable year in which the Society may become a private foundation as described in IRC section 509 (a), it shall distribute its income for that period at such time and manner as not to subject it to tax under IRC section 4942, and shall not (1) engage in any act of self-dealing as defined in IRC section 4941(d), (2) retain any excess business holdings as defined in IRC section 4943(c), (3) make any investments in such manner as to subject it to tax under IRC section 4944, or (4) make any taxable expenditures as defined in IRC section 4945(d) or corresponding provisions of any subsequent Federal tax laws.)

III. DISSOLUTION OF THE SOCIETY: Upon dissolution of the Society, all assets belonging to the Society after the discharge of any and all outstanding obligations shall become the property of a Cooper-related institution approved by the Officers and Advisory Board. Such institution must qualify as a tax-exempt institution under the terms of section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding section of any future Federal tax code. (Especially shall no member or other individual be entitled to share in the distribution of any of the Society's assets on dissolution of the Society.)

IV. AMENDMENT OF THE CONSTITUTION: Proposed amendments shall be submitted by mail and/or email or through the Cooper Society Newsletter to the entire membership of the Society and shall require approval by two-thirds of the members returning ballots. All proposed amendments must be circulated among the entire membership at least one month prior to the ballot deadline.

BYLAWS (Amended July 2012)

I. CONSTITUTION: All aspects of the Society must be in keeping with the Constitution of the Society.

II. MEMBERSHIP: One becomes a member of the Society by paying the annual dues established by the Society. The amount of the dues is established at the annual meeting.

III. OFFICERS: Officers are a President, Vice President, Executive Director for Publications, Executive Director for Membership, and Corresponding Secretary, who constitute the Board of Directors. All nominations for officers are determined by the Board of Directors and Advisory Board (with nominations also being accepted from the floor or from ballots cast by returning the election slate printed in the Newsletter) and are elected to a two-year term by majority vote of the votes counted at the annual meeting. Votes will be considered valid either if cast in person at the annual meeting by members in good standing, or returned by post or email from a slate published in the Newsletter, with a signature from a member in good standing. (Members in good standing are defined as members who have paid dues for the current year.) For continuity, the Executive Directors for Publications and for Membership, and the Corresponding Secretary, are encouraged to seek multiple two-year terms, when elected. The Advisory Board consists of the immediate past president and six elected members. The Board of Directors and Advisory Board may also propose honorary members, such as members of the Cooper family interested in the Society's mission.

The President presides at meetings, conducts necessary business throughout the year, convenes a meeting of the Board of Directors and Advisory Board preceding the annual meeting of the Society, and oversees the functions of the Society.

The Vice President assists the President, shares in the program planning for the JFCS and ALA annual meetings (as well as any special meetings), presides in the President's absence, and becomes President if the President does not complete the two-year elected term.

The Executive Director for Publications oversees the publication of the following Society materials: the Newsletter, the proceedings of the biennial Oneonta/Cooperstown and American Literature Association conferences, and the JFCS Miscellaneous Papers. In addition, from time to time the Society, through its publications, may produce and disseminate promotional and education materials relevant to its stated Purpose in the Constitution. (see § II, above).

The Executive Director for Membership keeps a list of members and their addresses, handles correspondence, records brief minutes of all meetings, manages the treasury, and gives an annual financial report.

The Corresponding Secretary is responsible for answering or referring questions coming to the Society and for overseeing the JFCS website. He or she may select an assistant to serve as webmaster and may call upon other Society members to respond to inquiries.

The Advisory Board is elected from a slate prepared by the Board of Directors, with nominations also being accepted from the floor. Advisory Board members are elected to a six-year term by majority votes of the members present at the annual meeting (or by ballots submitted electronically or by post), two members being elected every two years to replace two members whose terms are ending. Beginning in 2013, transitional terms will be determined as follows: those elected in 2013 will serve a four-year term expiring 2017; those elected in 2014 will serve a five-year term expiring 2019; and those elected in 2015 will serve a six-year term expiring 2021. The Advisory Board helps plan annual meetings, aids the Board of Directors in carrying on the business of the Society, serves as a nominating committee for the Board, and provides editorial support for the Executive Director for Publications as requested. Newly-elected officers assume their roles one month after the annual meeting ends.

IV. MEETINGS: The Society holds an annual meeting at a site selected during the previous year's annual meeting. The Society sponsors panels and special sessions at appropriate conferences and conventions. At the discretion of the Officers and Advisory Board, the Society may also sponsor and/or participate in special symposiums held at locations appropriate to Cooper's life or writings, or to Cooper studies.

V. NEWSLETTER: The James Fenimore Cooper Society Newsletter is the official publication of the Society. Published at least twice a year, the Newsletter is financially supported by the Society. Features may include brief articles, notes and queries, announcements concerning business meetings of the Society, and other material related to Cooper or the Society. The Newsletter is edited and produced by the Executive Director for Publications, who may select an assistant or associate editor. Each member of the Society will receive one copy of each issue of the Newsletter.

VI. AMENDMENT OF THE BYLAWS: Changes of a minor nature in these bylaws may be effected at the annual meeting of the Society by a two-thirds majority of the members present (quorum of fifteen members). Amendments of a more fundamental nature (e.g., concerning the organization, structure, or membership of the Society) shall be submitted by mail or through the Newsletter to the entire membership of the Society and shall require approval by two-thirds of the members returning ballots. All proposed amendments must be circulated among the entire membership at least one month prior to the annual meeting or the mail ballot deadline.

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