Bylaws & Policies

Article I: Name and Object

1. The name of the society is The Society for Text and Discourse
2. The society is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code
3. The objective of the society is to:
   1. promote the communication of scientific research in discourse processing and text analysis.
   2. contribute to the education and professional development of those in the field or entering the field.

Article II: Membership

1. Anyone may become a member of the society if they demonstrate an interest in the study of text and discourse. Interested persons may apply for membership in the Society for Text and Discourse by registering their membership with the Secretary and paying the annual dues.
   2. The Society recognizes two categories of membership: members and student members.
   3. All members of the society shall agree to abide by policies established by the Governing Board. Official policies of the Society for Text and Discourse shall be communicated to the membership by the Secretary, in consultation with the Chair and Governing Board.
   4. Members who fail to abide by official policies can have their membership status revoked through a majority vote of the Governing board.

Article III: Governing Board

1. The Governing Board shall exercise general supervision over the affairs of the society subject to the provisions of Articles IX and X.
2. The Governing Board shall consist of twelve members elected for staggered terms of six years each, with two new members elected each year, and ex-officio, the Secretary-Treasurer or the Secretary and the Treasurer of the society, and the editor of the journal Discourse Processes, if they are not already members of the Board. Elected members of the Governing Board may not succeed themselves.
3. The Governing Board shall elect its own Chair. The term of the Chair shall be for three years. The Chair may serve no more than two consecutive terms. Under the condition where a Chair of the Governing Board is elected to a term that exceeds their Governing Board term, this person’s Governing Board position will be replaced as normal. The Chair will also continue as a member of the Governing Board for the remainder of their term as Chair. There will thus be one extra Governing Board member for the remainder of the Chair’s term.
4. The Governing Board shall, from time to time, appoint such committees as it deems necessary to conduct the affairs of the society.
5. The Chair shall preside at meetings of the Governing Board and at the Annual Business Meeting.

Article IV: Officers

1. The officers of the society shall be the Chair of the Governing Board and the Secretary-Treasurer or a Secretary and a Treasurer.
2. The Secretary-Treasurer, or Secretary and Treasurer, shall be elected by the Governing Board to serve a term of three years. The Secretary-Treasurer, or Secretary and Treasurer,  may be re-elected once, but may not serve more than six consecutive years.
3. The Secretary-Treasurer, or Secretary, shall be responsible for maintaining a list of membership of the society and for communications with the membership. The Secretary-Treasurer or Treasurer shall be responsible for the collection of dues and other assessments, and for disbursement of funds as directed by the Governing Board. The Secretary-Treasurer or Treasurer, in consultation with the Chair of the Governing Board, shall prepare an annual financial report to be presented at the annual membership meeting and subsequently available to members,

Article V: Elections

1.  When a vacancy of the Governing Board arises, the Secretary, in consultation with Chair and current Governing Board, shall conduct an election to choose new Governing Board members. Only current members may participate in the nomination or voting process of the election. Student members may not serve on the Governing Board.

   2. The Secretary shall distribute a call for nominations to the membership. The call will include the names of all current members who are eligible to serve on the Governing Board. The nominees for the election will be those with the most nominations, who are willing to serve, up to a total of three times the number of vacancies. In the case of a tie among nominees, the Secretary will conduct a vote among Governing Board members to determine which nominees shall appear on the ballot. The nominee’s name, along with a brief statement, shall be placed on an election ballot which shall be distributed to all members by the Secretary. Nominees will be ranked in order of preference by eligible voters.

   3. Thirty days after the distribution of the election ballot, the election shall be closed, and the ballots counted by the Secretary. The candidates receiving the highest ranks shall be elected to fill the vacancies on the Governing Board. In case of ties, the Chair of the Governing Board shall cast the deciding ballot.

   4. In the case of resignation, recall, or death of a member of the Governing Board, a special election shall be called by the Chair in consultation with the Governing Board, and the resulting special vacancy shall be filled in conformity with Sections 1, 2, and 3. Individuals who are elected to fill special vacancies shall serve the unfilled term of office of that vacancy. However, those members are then eligible for re-election.

 Article VI: Meetings

1. The society shall hold Scientific Meetings at times and places and under rules determined by the Governing Board. One of the meetings shall be designated as the Annual Scientific Meeting.
2. An Annual Business Meeting shall be held in conjunction with the Annual Scientific Meeting. Only members of the society may vote at the Annual Business Meeting.
3. All motions of the Annual Business Meeting require only a simple majority for passage.
4. The Chair shall convene a meeting of the Governing Board at least once a year for considering admission of new members and any changes in the by-laws.

 Article VII: Publications

1. The society shall publish such programs, abstracts of scientific papers, and lists of membership, as the Governing Board shall authorize. With approval of the membership, the Governing Board may undertake the editing, publishing, or both of scientific journals.
2. The journal, Discourse Processes, is the official journal of the society.

 Article VIII: Dues

1. The annual dues of membership for student and nonstudent members shall be determined by the Governing Board.
2. A member failing to pay dues for two consecutive years shall be considered to have resigned, but may be reinstated any time.
3. Dues will be collected from existing members in the fall for membership benefits beginning the subsequent January.
4. New members joining the society at the summer conference will receive membership benefits for that calendar year (including receiving “back-started” issues of the journal).

 Article IX: Recall

1. Upon petition of 10% of the membership, an election by mail ballot will be held on proposals with respect to the recall of members of the Governing Board, of the Secretary/Treasurer or of the Secretary or Treasurer. Such recall will be effective upon a majority vote of all members of the society with a sixty-day limit as specified in Article V. The recalled Board members shall be replaced in accordance with the election procedure prescribed in Article V.

 Article X: Amendments

1. Amendments to these By-Laws may be proposed by majority action of the Governing Board at a regular meeting called by the Chair, or by the affirmative vote of the majority voting at an Annual Business Meeting on a resolution for amendment of the By-Laws introduced from the floor. In the latter case, the proposed amendment of the By-Laws must then be considered by the Governing Board at its next meeting.
2. Every proposed amendment shall be submitted to the membership with recommendations of the majority of the Governing Board, together with a statement of the basis of the recommendations, and in the case of a tie with the arguments pro and con. These By-Laws may then be amended either by affirmative vote of two-thirds of the membership present and voting on the proposed amendment or, if either 10% of those members at the meeting or a majority of the Governing Board wish, by mail vote of the members. Two-thirds affirmative vote of those voting by mail shall be required for adoption of the proposed amendment.

Article XI: Corporate Seal

1. The corporate sear of the corporation shall consist of the words “The Society for Text and Discourse, Corporate Seal” and may be affixed to any document by writing, typewriting, impression, or other means.