Division By-Laws

Article I – Name and Purpose

1. The name of this organization shall be the Rocky Mountain Division of the American Society for Aesthetics.

2. The purposes of this divisional organization shall be the same as the national organization of the American Society for Aesthetics, namely, “to promote study, research, discussion, and publication in aesthetics. The term ‘aesthetics’ shall in this connection be understood to include all studies of art and related types of experience from a philosophical, psychological, scientific, historical, critical, or educational point of view.  The term ‘art’ shall be understood to include all the arts.”

Article II – Status as Regional Division

As an official division of the American Society of Aesthetics, the Rocky Mountain Division [hereafter referred to as “the Division”] shall recognize itself as bound by Article VIII of the Constitution and By-Laws of the ASA: “The power to arrange and preside at meetings of the members in that region.  Regional divisions may set their own rules and program procedures, except that any member of the corporation must be allowed membership in one division of his or her choice, and all officers of divisions must be members of the corporation.  The Secretary or President, as is appropriate, of every division must submit an annual report to the Secretary-Treasurer of the Corporation.  The financial affairs of the divisions must conform to the Constitution, By-Laws, and purposes of The American Society for Aesthetics, including all requirements of a 501 (c)(3) non-profit corporations and are subject to audit and review by the Secretary-Treasurer of the Corporation.  Regional officers and groups are not authorized to take actions or incur expenses binding upon the Corporation without the express consent of the Secretary-Treasurer.”

Article III – Membership/Participation

1. Insofar as the Division does not collect annual dues, nor does it offer a regional publication of any kind, to whit, a newsletter, journal, or other “member-subscription” literature, the Division shall understand the term “member” in this context to refer to any participant of any two annual meetings within a given five-year timeframe.  In other words, any person who has participated twice in an annual meeting of the Division in the previous five years shall be considered as a de facto “member” of the Division.

2. (a) Registration fees shall be mandatory each year for those persons participating in and/or attending the annual conference. (b) The rates shall be set by vote at the annual business meeting and may include categories of “Early Registration,” “Regular Registration,” and “Graduate Student/Emeritus Registration” at the discretion of the officers; (c) There may at times be special circumstances that warrant either a waiver of stated registration fees or an increase in stated registration fees; for example, otherwise-unregistered guests of the Keynote Speaker who wish to attend the Keynote Address or even that day’s panels may ask for a waiver of registration fees.  Alternatively, fiscal concerns may make temporary increases in registration fees necessary.  Such waivers and/or increases of fees shall be at the sole discretion of the President.

3. “Participant(s)” (and its concomitant verbal form “participation”) in an annual meeting of the division shall be understood to constitute any person(s) delivering a paper or other form of presentation, chairing a panel, moderating a panel or roundtable, or acting as a Keynote or Artist at Work at any annual meeting of the Division.  Mere attendance at an annual meeting of the Division shall not constitute participation.

4. For the purposes of the business meeting, a quorum will be understood to be five (5) members present.

Article IV – Officers

1. (a) The Officers of the Division shall be a President, a Vice-President, and a Secretary.  They must be members of the Division. (b) The terms of office of the President and the Vice-President shall be three years, and of the Secretary, five years. (c) All regular terms of office of the Vice-President and Secretary shall begin on their day of election at the annual business meeting. (d) The regular term of office of the President shall begin on the day of the election of a new Vice-President. (e) The President and Vice-President shall not hold office for two consecutive terms and the Secretary for more than two consecutive terms. (f) The Vice-President, at the conclusion of his or her term as Vice-President, will automatically succeed to the Presidency.

2. Vacancies which occur in the list of Officers may be filled temporarily by the President, or in case of his or her absence or incapacity, by the Vice-President, with the advice and consent of the Secretary.

3. It shall be the duty of the President (a) to issue calls and notices of meetings; (b) to invite the Keynote speaker(s) and artist(s) to the annual meeting each year; (c) to vet the paper/panel proposals received from the public with the help and advice of the Vice-President and Secretary; (d) to preside at the meetings of the Division; (e) to conduct elections for officers as provided in Article VI; (f) to sign or countersign or authorize by official communication all contracts and other instruments of the Division except checks; (g) to exercise general supervision over the affairs of the Division; and (h) to perform such other duties as are incidental to his or her office or as may properly be required of him or her by vote of the members at any duly constituted meeting.

4. (a) It shall be the duty of the Vice-President to assist the President in his or her duties and to carry out those duties when the President is unable to do so. (b) It shall be the express duties of the Vice-President to plan and execute the reception at the annual meeting with the Hotel, and (c) to prepare and file the report of the annual meeting with the national organization of the ASA, and (d) to conduct the official correspondence of the Division as regards the annual program.

5. It shall be the duty of the Secretary (a) to keep the records (“Minutes”) of all meetings of the Division in due form as prescribed by law; (b) to file and hold subject to call and to direct the publication of such records, reports, and proceedings as are authorized by the membership, including both a hard-copy file of the programs, and minutes, as well as these By-Laws, to be passed on to the succeeding Secretary of the Division in perpetuity, and including such online proceedings as the division website and Facebook presence; (c) to bring to the attention of the members such matters as he or she deems necessary; (d) to assume and perform in case of incapacity of the President and Vice-President the duties of the President of the Division until such time as a successor is elected or appointed; (e) to ensure all conference presenters have successfully registered for the conference.  In case of absence or incapacity of the Secretary, the office may be filled temporarily by the President with the advice and consent of the Vice-President.

Article V – Meetings

1. The Division shall meet at least annually at a time and place to be selected by the membership at the annual business meeting, unless in the opinion of the officers such meeting is inadvisable.  Other meetings may be called in accordance with the provisions in the By-Laws, Article VII.

2. The President shall organize the program of the annual meeting with the advice and consent of the Vice-President and the Secretary.

3. Members and participants (please see Article III.3) shall be eligible to vote on motions brought to the floor during a business meeting or special meeting, including elections of officers.

Article VI – Elections

1. At the business meeting a year prior to an election, the President shall officially recognize the upcoming office-to-be-filled.  Nominations will also be called for in official division correspondence throughout the year.  Nominations shall be made to the President prior to the annual business meeting at which the election will be held.

2. Self-nominations shall be considered legitimate.  If nominating another member, that person’s permission shall be secured in advance.

3. Nominations will be considered closed on the first day (typically, a Friday) of the annual meeting at which an election will be held.  Nominations shall not be accepted from the floor on the day of the election so as to avoid undue pressure on the part of any potential candidate.

4. At the business meeting, the nominations shall be read and vote cast by secret ballot.

5. Ballots shall be collected and counted by both the President and the Secretary.

Article VII – Special Meetings

1. In order to transact business in a timely manner, or in cases of extreme emergency (for example, the absence or incapacity of an officer), the officers may from time to time conduct informal discussions by e-mail with members.  The President will first issue a call for quorum to all participants (“members”) from any meetings in the previous five years (see Article III). At such a special meeting convened by means that do not require members to be physically present to each other, a member shall be counted present for the purposes of establishing quorum when and only when the member sends a message signaling his or her participation. At such a special meeting convened by means that do not require the members to be physically present to each other, a member counted present shall subsequently be counted as not present for the purposes of establishing a quorum when and only when the member sends a message signaling the termination of his or her participation.

2. The President (or other officers, if the President is absent or incapacitated) may then initiate discussion and ultimately may call for a formal vote on matters so discussed, stating the question formally and specifying a date for response. The result shall be communicated to all members and formally included in the minutes of the Annual Meeting.

3. Except in case of secret ballots, the vote of each member shall be broadcast to all members present at the special meeting.  A member who is present and does not cast a vote shall be counted as abstaining.

4. The results of a special meeting shall be reported at the next business meeting.

5. Amendments to these By-Laws may not be voted on by Special Meeting, but rather must be taken up at the regular business meeting.

Article VIII – Amendments

1. These By-Laws may be amended by a three-fourths vote of those members who vote on a proposal for amendment.

2. Amendments may be proposed either by a two-thirds majority vote of the officers or by a petition signed by any ten (10) members of the Division. Any amendment so proposed shall be submitted promptly to the Secretary-Treasurer, by mail or email, for a vote by the members at the next business meeting. Amendments may not be voted on during a “Special Meeting” (see Article VII).

3. Any amendments adopted shall be recorded in full in the Minutes of the annual business meeting for dissemination to members.

Article IX – Dissolution

In the event of dissolution of the Rocky Mountain Division of the American Society for Aesthetics all assets remaining after meeting outstanding liabilities may by assigned to the ASA or another suitable nonprofit organization. However, if the named recipient is not then in existence or is no longer a qualified distributee, or unwilling or unable to accept the distribution, the assets of the Division shall be distributed to a fund, foundation, or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the IRS Code.

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