CONSTITUTION AND BYLAWS OF THE ASSOCIATION FOR POLITICAL THEORY (2021)
Article 1: Name and Purpose
1. The name of this society shall be the Association for Political Theory.
2. The purpose of this Association shall be to promote the study of political theory and political philosophy. Toward that end, the Association seeks to engage all the various traditions and approaches to political thought and philosophy. More specifically, the Association seeks to advance scholarly interaction, collaboration, and debate among political theorists; to support teaching, research, and publishing in political theory, political philosophy, and related fields of interdisciplinary studies; to organize conferences to advance these aims; and to promote political theory in the academy.
3. The Association is formed exclusively for educational and scientific purposes as described under the appropriate sections of the Internal Revenue Code of the United States of America and shall meet the requirements for such organizations set forth by that Code.
Article II: Membership
1. General membership shall be open to college and university faculty, graduate students, and independent scholars and researchers with an interest in political thought from all disciplines and all countries, and who have an interest in furthering the purposes of the Association and in participating in its activities. Voting members shall be defined as follows: All APT members in good standing, who:
a. attend the annual business meeting; or
b. attend a special meeting held specifically in lieu of the annual business meeting, shall have the right to vote:
i. at that annual business meeting; or
ii. at any subsequent special meetings prior to the next annual business meeting, called by a majority of the governance committee, respectively.
Article III: Officers and Committees
1. The Association shall have the following elected officers: two Co-Presidents, a Treasurer, and a Secretary. In addition, at or following the annual business meeting but no later than November 15, the Co-Presidents shall appoint a Director of Communications for a one-year renewable term.
a. The Governance Committee Chair shall be responsible for convening and directing meetings of the Governance Committee and for presiding over the business meeting.
b. The Co-Presidents’ responsibilities shall include, but will not be limited to: appointing the program committee chairs, appointing the heads of the standing committees, liaising with committees, identifying conference hosts and working with them on all conference logistics, implementing the decisions of the Governance Committee, and communicating on behalf of the association according to social media policy. The terms of the Co-Presidents shall be staggered.
c. The Treasurer shall be responsible for producing an annual report for the Governance Committee to present to the membership at the annual Business Meeting, overseeing tax compliance, securing insurance coverage, creating a budget, and collecting and disbursing all monies, at the direction of the Governance Committee.
d. The Secretary shall be responsible for approving new membership applications and keeping all membership records, keeping minutes of all meetings, and for recording decisions of the voting membership and Governance Committee regarding Association policies. In the absence of the Secretary from any meeting of the members, a Temporary Secretary designated by the person presiding at the meeting, shall perform the duties of the Secretary at such meeting. The Secretary shall also assure the safekeeping of Association records in compliance with relevant laws and regulations, and produce an annual report for the Governance Committee to present to the membership at the annual Business Meeting.
e. The Director of Communications shall be responsible for collecting news items, communicating with members, and coordinating the Association web site. The Director of Communications shall also work with the co-presidents on various aspects of the annual conference including, but not limited to, facilitating abstract submission and setting up the program.
f. Four members-at-large shall be elected to the GC for three-year terms.
g. Each elected officer shall be limited to no more than two (2) consecutive terms.
2. The Governance Committee shall consist of nine voting and one non-voting members. The Association’s four officers, the four at-large members, and the program committee representative (see below III.5) shall have full voting rights. The Director of Communications shall be a non-voting member. Terms of all elected members shall typically be staggered. The co-presidents, in consultation with the outgoing Governance Committee chair and with advice and consent of the Governance Committee, shall appoint the Governance Committee Chair from among the at-large membership of the Governance Committee. The chair shall be responsible for setting up, scheduling, and chairing the meetings of the Governance Committee. The terms of all members except the Program Committee representative and the Director of Communications shall be three years, and no member shall serve more than two (2) consecutive terms as an at-large member of the Governance Committee. A majority of the Governance Committee shall constitute a quorum for the transaction of business, and decisions shall be made by majority vote of said quorum.
3. Officers and Committee members may be removed from office at any time for failure to carry out their responsibilities or for disrupting or otherwise impeding the work of the Association. Removal from office shall follow only upon 1) the person to be removed having the opportunity to address the Governance Committee, and 2) a unanimous vote of all members of the Governance Committee (excluding the person being removed, if a member of that Committee).
4. Association officers and at-large members of the Governance Committee (with the exception of the Program Committee representative) shall be elected by the voting membership at the business meeting. The Governance Committee shall have the responsibility of nominating at least two candidates for each officer and each at-large position that must be filled in a given election. The process shall be as follows:
a. By four months prior to the next scheduled business meeting, the Governance Committee shall inform all Association members of which positions need to be filled and invite members to nominate themselves or others. Nominees must be members of the Association.
b. From those nominations, the Governance Committee shall present a slate of all eligible nominees to the Association membership by one month prior to the business meeting; in finalizing such a slate, the committee shall attempt to ensure that nominations represent the diversity of the Association and the academy more generally.
c. At all stages of the nomination process, members may nominate themselves.
5. One of the Program Committee Co-Chairs shall serve in the next year as the 9th member of the Governance Committee. If both Co-Chairs are unable to serve, they should recommend an alternate from the program committee to the Governance Committee.
6. In the event that any office or Governance Committee position becomes vacant for any reason, the Governance Committee shall appoint a temporary replacement from among the general membership of the Association. In the event that the office of Governance Committee Chair becomes vacant for any reason, the Governance Committee shall select a temporary Chair from among its membership. All such temporary appointments shall serve until the next election, at which time a candidate will be elected to serve the unfilled portion of the term.
7. The Governance Committee shall have the authority and responsibility to oversee the administration of all aspects of the Association, including:
a. administering policies concerning the Association's publications and other Association business.
b. fostering affiliations with other learned societies.
c. collecting and disbursing funds acquired from dues, publications, etc.
d. overseeing elections in accordance with III.4.b above.
e. creating other ad hoc or standing committees as necessary, and in accordance with the provisions of Article III Section 8 herein.
f. communicating with members and maintenance of the Association's web site and other aspects of its presence on the internet.
g. developing guidelines and requirements for membership in the Association.
h. drafting nominating and election procedures for approval by the voting membership.
i. developing policies for issues regarding governance of the APT as they arise, subject to approval by the voting membership. These policies shall be kept in an APT policy manual that will be available to members on the Association’s website.
8. The Governance Committee may, by vote of a majority of the voting members then serving on the Governance Committee, elect from its number establish one or more other committees and may, by like vote, delegate thereto some of its powers, except those which by law, by the Articles of Organization, or by this Constitution and Bylaws it is prohibited from delegating. In no event shall the following powers be delegated by the Governance Committee to any committee established by it:
a. The power to change the principal office of the Association.
b. The power to amend these bylaws.
c. The power to elect officers required by law, the Articles of Organization, or this Constitution and Bylaws to be elected by the members and the power to fill vacancies in any such offices.
d. The power to change the number of members constituting the Governance Committee and the power to fill vacancies in the Governance Committee.
e. The power to remove officers from office or Governance Committee.
f. The power to authorize a merger of the Association.
9. The Governance Committee shall meet periodically throughout the year and make an annual report to the membership on its activities and those of any standing or ad-hoc committees. These meetings will take place virtually or in-person, as determined by the GC Chair, subject to reversal by a majority vote of the GC.
10. The Association shall hold, outside of extraordinary circumstances, an annual conference. The Co-Presidents, with the advice and consent of the Governance Committee, shall select the location and local hosts of the annual conference.
a. Program Committee: The Co-Presidents, with the advice and consent of the Governance Committee, shall appoint two Program Committee Co-Chairs. The Co-Presidents shall solicit nominations for the Program Committee at each business meeting and by other means as they deem appropriate. The Program Committee Co-Chairs, with the advice and consent of the Co-Presidents, shall appoint the Program Committee. No one shall serve consecutive terms of the Program Committee.
b. Conference responsibilities: The preparation of a call for papers, evaluation of paper proposals, construction of panels, organization of special sessions, workshops, or plenaries, appointment of a Chairs and Discussants Committee, solicitation of sponsorships and advertisements, creation of a conference program, and all other conference business, except as specified below, shall be carried out in accordance with timeline and policies contained in the Annual Conference Handbook maintained by the Secretary and updated as needed by the Governance Committee.
c. Budget: The Governance Committee shall approve the conference budget and set the conference registration fees and structure.
d. Local Hosts: The Local Hosts, with the input of the Officers of the Governance Committee, shall make all local arrangements necessary for the conference. The Local Hosts shall be responsible for local fundraising for the conference.
Article IV: Amendments
1. Recommendations for amendments to this constitution may be generated in three ways:
a. Recommendations for amendments may be submitted by any member of the Association at any time to the Governance Committee Chair, who will present them to the full Committee for consideration at its next scheduled meeting. To be eligible for consideration any such recommendations must be received at least 5 months prior to the next scheduled business meeting. The Governance Committee may endorse or reject these recommendations by majority vote. Only upon endorsement by the GC do such recommendations become “proposals” for the purposes of Article IV.2
b. Proposals for amendments may also be submitted by petition of 10% or more of the general membership (a number to be determined by the Secretary), at least 5 months prior to the next scheduled business meeting.
c. The Governance Committee may, by majority vote, propose any amendments it deems necessary or advantageous for the Association.
2. The Governance Committee shall forward all proposed amendments, along with its recommendation regarding such amendments, to the general membership of the Association no later than four weeks prior to the next scheduled business meeting (along with its list of candidates for Officers and Governance Committee members).
3. In order for the Constitution to be amended, the proposed amendment must be ratified by a two-thirds vote of the voting members (those general members in good standing who attend the business meeting of the Association at which the amendment appears on the ballot).
Article V: Annual Meeting
1. The annual business meeting of the members shall be held either in-person or online each year at the annual conference of the Association, usually held in the Fall. The place of the meeting shall depend on the location of the conference. It shall be announced at least one month before the meeting is convened via the published program of the annual conference (posted online at the APT website). The purposes for which an annual business meeting is to be held, in addition to those prescribed by law, the Articles of Organization, or this Constitution and Bylaws, may be specified by Governance Committee.
2. If an annual business meeting is not held in accordance with the foregoing provisions, a special meeting may be held in place thereof with all the force and effect of an annual business meeting. Special meetings may be called by a majority of the Governance Committee or by petition of 10% or more of the general membership. It shall be announced to the general membership at least one month before the meeting is to take place.
3. Quorum: At least 5 members of the Governance Committee and at least 50 other APT voting members shall be required to constitute a quorum for the transaction of business at all business and special meetings of the members. In the absence of a quorum, any meeting may be adjourned from time to time, and the meeting may be held as adjourned without further notice.
4. Action at Meeting: At the annual business meeting or any special meeting, a majority of the members present and voting on a matter, except where a larger vote is required by law, the Articles of Organization, or this Constitution and Bylaws, shall decide any matter to be voted on by the voting members. The Governance Committee shall determine time and manner of elections.
5. Action without Meeting - Any action to be taken by the Governance Committee may be taken without a meeting if all Governance Committee members consent to the action over e-mail, or other written communication, filed with the Secretary and recorded with the meetings of the Governance Committee. Such consent shall be treated for all purposes as a vote at a special meeting.
Article VI: Indemnification of Officers and Others
1. The Association, upon authorization by a disinterested majority of the officers, then in office, may indemnify each person now or hereafter elected or appointed a Co-President, officer, employee or agent of the Association (including each person who serves at its request as a director, officer, employee or agent of any other organization in which the Association has any interest as a stockholder, creditor, or otherwise, or who serves at its request in any capacity with respect to any employee benefit plan) against all expense reasonably incurred or paid in connection with the defense or disposition of any actual or threatened claim, action, suit, or proceeding (civil, criminal, or other, including appeals) in which that person may be involved as a party or otherwise by reason of their having served in any such capacity, or by reason of any action or omission or alleged action or omission (including those antedating the adoption of this Constitution and Bylaws) while serving in any such capacity; except for expense incurred or paid with respect to (a) any matter as to which that person shall have been adjudicated in any proceeding not to have acted in the reasonable belief that their action was in the best interests of the Association, or (b) any matter as to which that person shall agree or be ordered by any court of competent jurisdiction to make payment to the Association, or (c) which the Association shall be prohibited by law or by order of any court of competent jurisdiction from indemnifying them. Such indemnification may include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if that person shall eventually be adjudicated to be not entitled to indemnification under this Constitution and Bylaws.
No matter disposed of by settlement, compromise, or the entry of a consent decree, nor a judgment of conviction or the entry of any plea in a criminal proceeding, shall of itself be deemed an adjudication of not having acted in the reasonable belief that the action taken or omitted was in the best interests of the Association. The term “expense” shall include, without limitation, settlements, attorneys' fees, costs, judgments, fines, penalties, and other liabilities. The right of indemnification herein provided for shall be severable, shall be in addition to any other right which any such person may have or obtain, shall continue as to any such person who has ceased to be such Co-President, officer, employee, or agent, and shall inure to the benefit of the heirs and personal representatives of any such person.
Article VII: Miscellaneous Provisions
1. Execution of Instruments: All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Association in its behalf shall be signed by at least one Co-President or the Treasurer except as the Governance Committee may generally or in particular cases otherwise determine.
2. Voting of Securities: Except as the Governance Committee may otherwise designate, the Co-Presidents or Treasurer may waive notice of and act on behalf of the Association, or appoint any person or persons to act as proxy or attorney in fact for this Association (with or without discretionary power and/or power of substitution) at any meeting of corporators or shareholders or beneficial owners of any other Corporation or organization, any of the securities of which may be held by the Association.
3. Corporate Records: The original, or attested copies, of the Articles of Organization, this Constitution and Bylaws, and records of all meetings of the Incorporators and members, which shall contain the names and the record address of all members and officers, shall be kept in Massachusetts at an office of one of its officers or its Resident Agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection of any Member or officer for any proper purpose but not to secure a list or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a Member or officer, relative to the affairs of the Association. Except as may be otherwise required by law, by the Articles of Organization, or by this Constitution and Bylaws, the Association shall be entitled to treat the record address of a Member or officer as shown on its books as the address of such person for all purposes, including the giving of any notices; and it shall be the duty of each such person to notify the Association of their latest post office address.
4. Power to Contract with the Association: in the absence of fraud, (a) no contract or other transaction between the Association and one or more of its members or officers, or between the Association and any other Association or other organization in which one or more of the Association's members or officers are stockholders, directors, or officers, or are otherwise interested, and (b) no other contract or transaction by the Association in which one or more of its members or officers is otherwise interested, shall be in any way affected or invalidated even though the vote or action of the members or officers having such interests (even if adverse) may have been necessary to obligate the Association upon such contract or transaction; provided the nature of such interest (though not necessarily the extent or details thereof) shall be disclosed or shall have been known to at least a majority of the officers then in office; and no member or officer having such interest (even if adverse) shall be liable to the Association, or to any creditor thereof, or to any other person for any loss incurred by it under or by reason of such contract or transaction, nor shall any such member or officer be accountable for gains or profits realized thereon, or be disqualified from serving or continuing to serve as a member or officer thereof. Any member or officer in any way interested in any contract or transaction described in the foregoing sentence shall be deemed to have satisfied any requirement for disclosure thereof to the officers if that person gives to at least a majority of the officers not so interested a general notice that that person is or may be so interested.
Notwithstanding the foregoing, the authority granted in this Article VII, Section 4 shall not be exercised if the effect thereof would be to cause the loss of the tax-exempt status of the Association under the Internal Revenue Code of 1986, as amended from time to time, or to subject the Association, its members, officers or agents to any penalty or fine under said code or under any other applicable law as a result of such exercise, it being the purpose of this Article V, Section 6 to allow only such transactions by the Association as are not prohibited by said Code or said other applicable law.
5. Evidence of Authority: A certificate by the Secretary or a Co-President as to any action taken by the members or any officer or representative of the Association shall, as to all who rely thereon in good faith, be conclusive evidence of such action.
6. Ratification: Any action taken on behalf of the Association by any officer or representative of the Association which requires authorization by the voting members or by the Governance Committee shall be deemed to have been duly authorized if subsequently ratified by the voting members, if action by them was necessary for authorization, or by the Governance Committee, if action by it was necessary for authorization.
7. Articles of Organization: All references in this Constitution and Bylaws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Association, as amended, and in effect from time to time.
Approved by the Governance Committee in 2021 and ratified by a vote of the membership at the APT Annual Business Meeting of 2021.