PCEA Constitution

• 1. The Pennsylvania College English Association (otherwise referred to herein as “PCEA” or “the Association”) is a regional affiliate of the College English Association, a professional society of scholar-teachers. The PCEA is incorporated in the Commonwealth of Pennsylvania.*

• 2. Purposes of the Association are (1) to provide opportunities for discussion of the preparation and professional improvement of college and university teachers of English within and beyond the Commonwealth of Pennsylvania through annual and special regional meetings, serial and occasional publications, and conferences with representatives of other professional organizations; (2) to encourage the study of language and literature; (3) to maintain and develop the functions of English studies as a major element in American higher education; (4) to promote fruitful interrelationships among English and other disciplines; and (5) to interpret the relationships of the study and teaching of English to society at large.

This Constitution and the officially adopted Bylaws comprise the statutes of the Pennsylvania College English Association, Inc.

Membership in the Pennsylvania College English Association, Inc., shall be open to all individuals who teach, are in training to teach, have taught, or wish to support the teaching of English in institutions of higher education, including colleges of liberal arts, colleges of education, junior and community colleges, technical institutes, universities, and graduate schools. Eligible applicants will be registered as members of the Association upon payment of dues. Emeritus and Honorary memberships, with or without payment of dues, may be provided as the Board of Directors of the Association sees fit.

Annual membership dues shall be fixed by the Directors of the corporation and approved by the Association at the annual conference; they shall be payable by the conference opening for the current year. Members dropped from the rolls for non-payment of dues may thereafter, upon petition to the Treasurer, be reinstated to current membership with payment of current dues.

Except as necessary for elections, business of the Pennsylvania College English Association shall normally be conducted at annual or special meetings. Under special conditions, the Board may determine that decisions of the Association may be arrived at by mail vote of the membership. The Board shall then determine procedures for carrying out such a mail vote.

• 1. An annual meeting for the conduct of business of the Association shall be held at a time and place determined by the Board of Directors. This general business meeting of PCEA will normally be scheduled as part of an annual conference of the Association. Notification of the annual meeting shall be given to all members of the Association at least two months in advance of the date set for it. Special meetings for the conduct of business of the Association may be called by the President and a majority of the Board of Directors when they deem them advisable, but such meetings may be held only if all members are given at least one month’s advance notice of them.

• 2. Announcement in a serial publication of the Association shall be deemed to satisfy the requirement for notification.

• 3. Ten members of the Association (including at least three Board members) shall constitute a quorum at any annual or special meeting, and the transactions and decisions of that quorum shall be binding upon the whole Association. If a quorum is not present at a particular annual or special meeting, action taken at that meeting must be referred by mail to the whole membership of the Association; in this event, action taken at the meeting shall be binding upon the Association unless at least thirty-five votes are returned to the President within thirty days after submission of ballots to the membership and unless fifty per cent or more of the votes received by the President within thirty days after submission to the members are in the negative.

• 4. Expenses deemed by the Executive Committee necessary for holding annual and special meetings for the conduct of business shall be met with funds from the Treasury of the Association, provided that funds for such expenditure are certified by the Treasurer to be available.

Conferences and other meetings not for the purpose of taking formal action binding upon the Association may be arranged under conditions and at times and places approved by the Executive Committee. Appropriations from the Association Treasury for financial support of such meetings may be recommended by the Executive Committee if the Treasurer certifies that the money requested is available.

• 1. The officers of PCEA shall be a President; a Vice-President; a Treasurer; a Secretary; an Editor; a Membership Chairperson; the Immediate Past President; and up to nine elected Directors. All officers shall hold office until their successors are elected or appointed. When vacancies in positions occur between elections, they shall be filled until the next regular election by an appointment made by the President and approved by majority vote of the Board of Directors. An exception to this rule may be made if the vacancy is in the office of an elected Director whose uncompleted term amounts to less than sixty days.

• 2. The terms “yearly” and “annually,” as used in this article and elsewhere in the Constitution and Bylaws of the Association, shall be understood to refer to the period between successive annual business meetings, but in no case later than June 30, unless their reference is, in a particular instance, otherwise defined in the Constitution or Bylaws.

• 1. The President shall be the chief executive officer of the Association. He or she shall serve for a term of one year and may not serve more than two consecutive terms. If the office of the presidency falls vacant because of death or for any other reason, the Vice-President shall assume the authority and responsibilities of the President until the next annual meeting. If the Vice-President cannot serve, the Board of Directors may elect one of its number to act until the next annual meeting.

• 2. The President shall have the responsibility of planning any special meetings of the Association for the transaction of business, and the duty of supervising arrangements for such meetings. The President shall consult with the Vice President in making plans for the annual meeting of the Association and for any conferences that may accompany that meeting.

• 2. The President shall be the ex-officio chairperson of the Executive Committee and of the Board of Directors, and he or she shall be an ex-officio member of all standing committees. The President shall, if present, preside over all meetings of the Association, of the Executive Committee, and of the Board of Directors. The President shall be responsible for the general management and supervision of all the affairs and business of the Association, and shall see that all orders and resolutions of the Association are (insofar as circumstances allow) carried into effect.

• 3. The retiring President shall remain a member of the Board of Directors, with the title Immediate Past President, one year after retirement from the executive office.

• 1. The Vice-President shall be elected by plurality vote of the general membership and shall serve for a term of one year. During his or her term of office, the Vice-President shall be an ex-officio member of the Board of Directors.

• 2. If at the time of a meeting of the Association, of the Executive Committee, or the Board of Directors, the President of the Association shall be absent or incapacitated, his or her duties shall develop upon the Vice-President.

• 3. The Vice-President shall be Program Chair for the annual conference. In this role, he/she, working cooperatively with the Executive Committee, shall have special responsibility for plans and arrangements for the annual meeting of the Association and any conference that may accompany it, but is authorized to make necessary and appropriate delegations of such responsibility. At the conclusion of his or her term, the Vice-President becomes President of PCEA.

• 1. The Immediate Past President shall serve as a voting member of the Board of Directors. If the Vice-President through incapacity or for other reasons is unable to function as program chair, the Board of Directors may request the Immediate Past President to assume responsibility for those duties.

• 2. The immediate Past President shall, in the absence of the President and Vice-President, preside over meetings of the Board of Directors.

• 1. The Secretary shall be elected by a plurality vote of the general membership of the Association for a term of one year; an individual may be elected to consecutive terms without restriction. He/she shall maintain the minutes of the Association, the Executive Committee, and the Board of Directors, and shall assist in the conduct of elections as provided in Article VII.

• 2. The Secretary shall conduct correspondence of the Association; shall ensure proper notification of all meetings of the Association and of the Board of Directors; shall maintain current records of Board membership and terms of office; and shall be responsible for seeing that minutes of meetings of the Association, the Executive Committee, and the Board of Directors are recorded and preserved.

• 1. The Treasurer shall be elected by a plurality vote of the general membership of the Association for a term of one year; an individual may be elected to consecutive terms without restriction.

• 2. The Treasurer of the Association shall collect membership dues and receive all gifts and proper payments to the Association, including those offered for purchase of its publications. The Treasurer shall, subject to Board review, pay all bills for normal operational expenses and those approved by the President; shall keep accounts of the Association; and shall report thereon to the Board of Directors at the annual meeting or in such other occasions as required by the Board of Directors or by the Executive Committee.

• 3. The Treasurer shall receive applications for membership and shall maintain membership files that are current and complete. The Treasurer may be called on to assist in expanding the dues-paying membership, to help in finding other sources of financial support for the Association and its activities, and to assist in the sale and distribution of all Association publications as well as securing financial support for them.

• 4. Under certain conditions, the Board of Directors may assign some or all of the duties of the Treasurer to the Secretary, who may then be designated Secretary-Treasurer.

The Editor shall be elected by a plurality vote of the general membership for a term of three years; an individual may be re-elected for consecutive terms without restriction. The Editor shall exercise supervision of the journal and other publications of the Association, as directed by the Board. The Editor is authorized to solicit financial support for the publications from appropriate advertisers and other sources, and is responsible for supplying to the Treasurer and the Board an accurate accounting of funds involved in publication operations.

The Membership Chairperson shall be elected by plurality vote of the general membership for a term of three years; an individual may be elected to consecutive terms without restriction. He/she shall promote expansion of membership in PCEA and shall perform other appropriate duties as designated by the Board. The President may give some or all of the duties of the Membership Chairperson to the Treasurer.

• 1. Nine members of the Board of Directors shall be elected by the Association to serve three-year terms, the terms being so staggered that normally three such directors shall retire each year.

• 2. The Board of Directors shall consist of up to sixteen voting members: the President of the Association, the Vice-President, the Immediate Past President, the Secretary, The Treasurer, the Editor, the Membership Chairperson, and up to nine elected Directors. In the event of an elected Director’s resignation, death, or inability to serve, the President shall, with the approval of the Board, appoint a replacement to serve until the next annual meeting.

• 3. The Board of Directors shall govern and manage the Association in accordance with its statutes and shall execute the instructions of the Association as indicated by vote at its annual or special meetings.

• 4. At the time of the annual meeting of the Association, the Board of Directors shall authorize a budget for the year. Expenses substantially in excess of that budget must be approved by majority vote of the Board.

• 5. Regular meetings of the Board of Directors are held immediately before and/or after the annual and special meetings of the Association and once during each summer at a time and place determined by the President. Special meetings of the Board of Directors may be held whenever called by the President or by any four members of the Board. Notice of the time and place of meeting shall be given in each member of the Board by the President or Directors calling a special meeting at least seven days before the scheduled time of the meeting. Any meeting of the Board of Directors shall be a legal meeting for the transaction of business if (1) all the members are present, or (2) due notice has been given, or (3) in the event that due notice has not been given, each absent member has previously in writing waived the right to such notice or subsequently approves in writing any actions taken. Ten members of the Board shall constitute a quorum.

The Board of Directors may, if it wishes, elect additional officers for terms not to exceed three years; individuals may be re-elected for consecutive terms without restriction. The titles and responsibilities of such officers shall be specified at the time of appointment. The Board of Directors may designate such officers as members ex-officio of the Board of Directors, but it is not required to do so.

• 1. Elections shall be held annually. A Nominating Committee of three Board members will be elected by plurality vote of the Board of Directors at its summer meeting. The membership at large may suggest possible nominees to the Committee during its deliberations. The Nominating Committee shall prepare a slate of nominees (one for each available position) and shall report these nominations with names and biographical notes in the January issue of the newsletter. Additional nominations may be made to the Nominating Committee following publications of the slate and/or from the floor at the annual general business meeting of PCEA. Such nominations must be made and seconded by active members of PCEA. Nominations will be voted upon at the annual general business meeting of the Association. Election results, which the Secretary shall tabulate, shall be determined by a plurality of the votes cast.

• 2. Results shall be published in a serial publication of the Association or be otherwise made known to the members of the Association. Any member of PCEA is eligible for nomination to an office in the Association.

At its summer meeting, the Board of Directors shall elect the Nominating Committee, as provided in Article VII, Section 1. The Nominating Committee shall consist of three members, one of whom shall serve as chairperson.

• 1. The Executive Committee shall be composed of the President, the Vice-President, the Secretary, the Treasurer, and the Immediate Past President.

• 2. The Executive Committee shall have and exercise the authority of the Board of Directors in managing the business of the Association between meetings of the Board, but shall transmit interim reports, through the President, to all members of the Board of Directors.

• 3. Regular meetings of the Executive Committee shall be held immediately before or after meetings of the Board of Directors. Special meetings may be held whenever called by the President or any three members of the Committee. Notice of the time and place of meeting shall be given each member of the Committee by the President or another officer of the Association at least seventy-two hours before the scheduled time of the meeting. Any meeting of the Committee shall be a legal meeting for the transaction of business notwithstanding the lack of such notice if (1) all members are present, or (2) each absent member has in writing previously waived the time requirement for notification or subsequently in writing any action taken at the meeting. Four members shall constitute a quorum.

In addition to the Nominating Committee and the Executive Committee, the Association and its Board of Directors may maintain other standing committee. Unless otherwise directed by the statutes of the Association or by vote of its membership, the Board of Directors shall be responsible for designing the purposes, the composition, and the mode of selection of members of such standing committees.

Ad hoc committees serving the Association at large may be appointed by the President of the Association as he or she sees fit. Both the Board of Directors and the Executive Committee may, as they deem appropriate, commission particular as hoc committees to serve their needs. The body setting up such committee shall designate their duties as well as the modes of selecting their membership.

• 1. This Constitution and the Agreement of Association it incorporates may be amended by a two-thirds vote of members of the association voting as present at any annual or special meeting, provided that notice of proposed amendment has been published to the full membership at least thirty days prior to the meeting, and provided that the total number of votes cast constitutes a quorum as defined in Article V. Announcement in a serial publication of the Association shall be deemed to satisfy the requirement for notification.

• 2. A proposed amendment of this Constitution shall be put to a vote of the membership only if it is approved by four members of the Executive Committee, or by a majority of the members of the Board of Directors, or by twenty members of the Association who petition the President to arrange a vote on the proposal.

• 1. The Corporation shall continue in effect until dissolved or annulled (1) by assent of two-thirds of the members of the Association present at a general meeting called by the President of the Pennsylvania College English Association for the express purpose of considering dissolution of the Corporation; or (2) by action of legally constituted civil authority.

• 2. In the event of such dissolution or annulment, the assets of the Corporation shall be turned over by the Treasurer of the Association, on instructions from the last incumbent Board of Directors or from a competent court of law, to a similar educational organization or organizations, such organization or organizations to be determined by a majority of the Board of Directors of the Association incumbent at the time of such dissolution or annulment.

• 1. Every individual member of the Pennsylvania College English Association whose dues for the current year are paid has the right to vote in Association elections, and he/she has the right to attend and vote at the annual meeting and any special meeting called for the transaction of business.

• 2. Every member of the Pennsylvania College English Association, except as noted in this paragraph, is entitled to one copy of each publication issued by PCEA during the year for which he/she pays current dues. Joint memberships entitle the couple to one copy of Association publications, although the Editor may elect to send one copy to each individual. This provision does not reduce individual voting privileges.

The rules contained in the most recent edition of Roberts’ Rules of Order shall govern the proceedings of the Association in all instances in which they are applicable and are not inconsistent with the statutes of the Pennsylvania College English Association.

• 1. These Bylaws may be amended at the annual business meeting at a special meeting called for transaction of business. If no previous notice of the proposed amendment has been given, amendment of the Bylaws shall require approval by a two-thirds vote of the members present at the annual or special meeting. If previous notice has been given, a simple majority of the members present shall be required for amendment of the Bylaws. Previous notice may be given orally at the preceding business meeting, or by publication of the proposed amendment in a serial organ of the Association mailed to the membership at least thirty days before the meeting at which it is to be voted on, or by special mail distribution of the proposed amendment to the membership of the Association at least thirty days before the meeting at which a vote on the amendment is to be taken.

• 2. These Bylaws may also be amended by a special mail ballot that presents the amendment to be voted on, provided that (1) the mail ballot is accompanied by an explanation of issues involved in the vote and that (2) at least sixty and not more than sixty-five days are allowed to elapse between the time ballots are mailed out and the time returned ballots are counted. Under these conditions, the proposed amendment may be approved by a majority vote, but only if at least thirty-five ballots are returned within the time allowed.

• 3. A proposed amendment of the Bylaws shall be put to a vote if it is supported by at least four members of the Executive Committee, or by nine members of the Board of Directors, or by a petition signed by ten members and submitted to the President of the Association.
  (Draft approved July, 1992 by Board of Directors)

  This sentence originally read thus: “The PCEA was organized in [*****] and was incorporated in the Commonwealth of Pennsylvania on [*****].” The exact dates have not yet been determined, although PCEA was already in existence in the 1971-72 academic year and was incorporated in the Philadelphia area sometime after 1972 by Vanner(?) Von Rosenstiel, an attorney and the husband of Marian von Rosenstiel of Holy Family College, Board member and one-time PCEA president. The constitution was published in Pennsylvania English within a year after its approval. The timing suggests that the membership would have approved the constitution at the 1993 annual meeting, but I do not have a copy of the minutes of that general meeting.

  G. Siegel 3/13/2000