Constitution and Bylaws of the LSA
Procedure for proposing amendments to the LSA Constitution
Any individual member of the Society may propose an amendment to the Constitution by submitting a proposal at least one month prior to the Spring meeting of the Executive Committee in writing or by e-mail to the LSA's Secretary-Treasurer. The LSA's Executive Committee will consider the proposal at its Spring Meeting and if it is approved by at least two thirds of the members present and voting, it will be submitted to the full membership of the LSA for an electronic vote at the time of the regular election of officers in September of the same year.
An amendment to the Constitution may also be proposed by submitting a proposal IN WRITING TO THE LSA SECRETARIAT, at least six months prior to the date of the Annual Meeting of the Society, along with favoring arguments and the signatures of at least twenty-five members of the Society. Amendments proposed in this way will be submitted to the full membership of the LSA for an electronic vote at the time of the regular election of officers in September of the same year.
Whether an amendment is proposed by Executive Committee action or by petition it will be posted on the LSA website at the earliest possible opportunity, along with arguments in favor and opposed.
Interpretive Guidelines for LSA Write-in Campaigns
Candidates
Pursuant to LSA Constitution: Article IV. Committees S.2
Write-in nominations, with all requisite signatures of support, should be bundled and submitted to the Chair of Nominating Committee, with a copy to the Executive Director (ED). The ED will then check the membership status of all signatories to be sure they are current. If it is before the deadline for final submission, lapsed members will be given an opportunity to renew. If it is within 24 hours of the deadline, lapsed signatories will be ruled invalid.
The ED will confirm with any write-in nominees that they are indeed willing to serve. The nominee will be asked to provide a bio and candidate statement within one month of the receipt of their nomination. This information will be published on the official slate of candidates page, and the membership will be notified that an additional candidate(s) has been included there.
The list of members making the nomination will be provided to any LSA member upon request.
Amendments
Pursuant to Article VIII. Amendments to the Constitution and Bylaws pursuant to Article VIII, AMENDMENTS TO THE CONSTITUTION & BYLAWS
For amendments sponsored by the EC, a rationale will be published at the same time the slate of candidates is posted for member inspection. An explicit invitation will be made to all members to prepare opposing arguments if they wish. If none are received by the specified deadline (one month), then this aspect of the amendment process will be considered satisfied. If opposing arguments are received from any member, they will be posted to the slate within one week of receipt and the membership notified in the next issue of the LSA Update newsletter. Those in opposition are encouraged to bundle their arguments into one posting for ease of review by members. The identity of those making the opposing argument(s) will be included in any such post.
Write-in campaigns for proposed amendments, with all requisite signatures of support, should be bundled and submitted to the Secretary-Treasurer, with a copy to the Executive Director. The ED will then check the membership status of all signatories to be sure they are current. If it is before the deadline for final submission, lapsed members will be given an opportunity to renew. If it is within 24 hours of the deadline, lapsed signatories will be ruled invalid.
Within one week of receipt, the ED shall notify the LSA membership of the proposed amendment and invite opposing arguments by a specified deadline (one month). The identity of those making the proposal will be included in any such notice. Those in opposition are encouraged to bundle their arguments into one posting for ease of review by members. For this purpose, the Secretariat may be contacted in advance of submitting a formal statement of opposition. The identity of those making the opposing argument will be included in any such post.
Additional rebuttals and counter arguments in response to those already published on the LSA website will NOT be accepted for publication in any LSA venue. Members are free to post/publish any arguments they wish to via external communications channels.
Constitution and Bylaws
LSA Constitution
Article I. Name and Object
1. This Society shall be known as the LINGUISTIC SOCIETY OF AMERICA.
2. Its object shall be the advancement of the scientific study of language.
Article II. Membership
1. There shall be the following classes of membership: regular, student, associate, life, and honorary members.
2. Any person may become a member by payment of dues.
3. Any member who has paid dues for fifty years will be granted a complimentary life membership in the Society and is thereafter exempt from payment of dues.
4. Any individual who is not a working linguist, or who has paid dues for twenty years and has retired from the regular exercise of the profession, is eligible for associate membership.
5. Any scholar of international distinction, not resident in the United States, may be elected as an honorary member by the Society on recommendation of the Executive Committee.
6. Only members may vote and hold office in the Society.
7. All members shall be entitled to certain publications of the Society, including the journal Language.
8. Members of the Society who have made distinguished contributions to the discipline may, on recommendation of the Executive Committee, be recognized as Fellows of the Society.
Article III. Officers
1. The elected officers shall be a President, a Vice President, and a Secretary-Treasurer. The Vice President shall have the additional title of President-Elect.
2. The President shall serve for one year and shall take office at the conclusion of the Annual Meeting. The President shall preside at the meetings of the Society, serve as chair of the Executive Committee, and appoint the Nominating, Program, Finance, Audit, Honorary Members and such other nonelective committees as may be required, subject to the approval of the Executive Committee.
3. The Vice President shall serve for one year and shall perform the functions of the President in the latter's absence. The Vice President shall succeed to the presidency the following year.
4. The Secretary-Treasurer shall serve for a term of five years, and report to the Executive Committee. The Executive Committee may extend the term of the Secretary-Treasurer for additional terms of one year. The Secretary-Treasurer shall be the Chief Financial Officer of the Society.
5. There shall be an Executive Director who is the Chief Administrative Officer of the Society. The Executive Director reports to the Executive Committee and is responsible for the Society's implementation of and adherence to policies and procedures.
6. There shall be an Ombud who will be responsible for organizing the mediation of disputes between members of the Society as well as promoting fairness, equity, and inclusion within the Society. They shall be nominated by the Nominating Committee for election by the general membership and shall serve a term of three years, which can be extended up to five years if the Ombud consents.
7. Any officer whose office is dissolved by an amendment to this constitution shall cease holding office, the remainder of their term notwithstanding.
Article IV. Committees
1. There shall be an Executive Committee, composed of the above officers; the immediate Past President; six members of the Society, two of the six being elected each year to serve for three years each; two student members, one being elected each year, who serve for two years; and the Executive Director, who shall serve ex-officio without vote. The Executive Committee has ultimate responsibility and authority for all policy decisions.
The Executive Committee shall nominate the Secretary-Treasurer and the Editor of Language for election by the membership.
The Executive Committee shall nominate the Executive Director for appointment by the President.
The Executive Committee shall meet before the Annual Meeting of the Society and shall have at least two additional meetings each year, of which the latter two must freely provide virtual formats for observation and participation by the membership of the Society. The meetings of the Executive Committee, except for executive session, shall be open for observation, but without the right to speak or vote, to any member of the Society.
Any member of the Executive Committee may invite other appropriate individuals to attend and participate at the Executive Committee without vote, with the manner of participation to be defined in advance by the inviting Executive Committee member. An invitation must be seconded by at least one additional member of the Executive Committee.
The Secretary-Treasurer may ask the Executive Committee to vote upon specific questions by mail, postal or electronic, and shall do so at the request of any other member.
All acts of the Executive Committee must be reported to the Society. This shall be the responsibility of the Secretary-Treasurer.
2. There shall be a Nominating Committee consisting of seven members. Two members shall be appointed by the President with the approval of the Executive Committee each year to serve for three years. Each year the President shall appoint one of the two senior members as Chair. The immediate Past President shall serve ex-officio with vote as the seventh member.
The Nominating Committee shall nominate one person for the position of Vice President and two for each vacant position on the Executive Committee. A report from the Nominating Committee and the slate of nominees with statements from the candidates shall be sent to the members at least seven months in advance of the Annual Meeting. If six months before the Annual Meeting, five percent or more of the members have separately and in writing nominated any additional individual member for any position, and that member agrees to be presented as a candidate for the position in question, then that name shall be added to the ballot submitted to the members.
The Committee on Student Issues and Concerns (COSIAC) shall nominate two graduate student members for each vacant student position on the Executive Committee. Nominees shall be students at the time they are nominated and should remain students for at least 18 months of their term. A report from COSIAC and the slate of nominees with statements from the candidates shall be sent to the members at least seven months in advance of the Annual Meeting. If six months before the Annual Meeting, five percent of the student members have separately and in writing nominated any additional individual student member for a vacant student position on the Executive Committee, then that name shall be added to the ballot submitted to the members. This ballot shall be sent not less than four months in advance of the Annual Meeting. A quorum shall consist of those replies which have been received by the Secretary-Treasurer two months in advance of the date of the Annual Meeting.
3. There shall be a Program Committee appointed by the President with the approval of the Executive Committee, each member to serve for a period of three years. Each year the President shall appoint one of the senior members as Chair. The Program Committee shall have responsibility for the scholarly content of the Society's meetings and for recommending general policies on the form of the meetings to the Executive Committee for action.
4. There shall be a Finance Committee composed of the Secretary-Treasurer, who will serve as Chair, the President, Vice President/President-Elect, the immediate Past President, and the Executive Director, who shall serve ex-officio without vote. One additional person may be appointed to the committee by the Secretary-Treasurer in consultation with the Finance Committee to serve as Investment Advisor. The Committee shall have the responsibility for recommending fiscal policy to the Executive Committee and for overseeing the financial affairs of the Society. The Committee shall meet at least twice each year in conjunction with the meetings of the Executive Committee.
5. There shall be an Audit Committee composed of three members of the Society, serving staggered three-year terms, plus one member of the Executive Committee. Each year the President shall appoint the senior-most members as Chair, except that the Executive Committee member shall not be appointed as Chair. The Committee is charged with reviewing the Society's engagement letter with the firm selected to perform the annual audit, considering the draft financial report and management letter, and presenting a report to the Executive Committee at the Annual Meeting.
6. There shall be an Ombuds Committee charged with the promotion of fairness, equity, and inclusion within the Society and with providing confidential off-the-record opportunities for LSA members to obtain assistance regarding a wide range of issues. This Committee shall be chaired Ex Officio by the Ombudsperson of the Society and shall, in addition, be composed of at least three members of the society appointed by the President with the approval of the Executive Committee.
Article V. Fiscal Policy
All funds of the Society not required for current expenditures shall be invested by the Executive Committee on the advice of the Finance Committee. There shall be an annual outside audit by a Certified Public Accountant.
Article VI. Meetings
1. There shall be an Annual Meeting of the Society, at a time and place determined by the Executive Committee. During the Annual Meeting, there shall be a Business Meeting, also at a time and place determined by the Executive Committee, for the purpose of hearing reports of the Officers, the Executive Committee, and others, and for considering such other business as may come before the Society. A quorum for matters brought before the Business Meeting shall consist of those members present at that meeting.
2. The Executive Committee may call special meetings of the Society.
3. Titles and abstracts of papers and posters to be presented before the Society must be submitted to the Program Committee beforehand, and the Committee's disposition of such abstracts, including a possible limitation of the time to be devoted to them, shall be final.
Article VII. Publications
1. There shall be an Editor and Co-Editor of Language. They shall report to the Executive Committee and be responsible for the editorial content and format of the journal. The Co-Editor shall be elected by the members of the Society for a three-year term in that role, followed by another three-year term as Editor. The Editor, in consultation with the Executive Committee, may appoint Associate Editors and a Review Editor. Approval of expenditures in connection with the publication of the journal is the responsibility of the Executive Committee.
2. The journal Semantics and Pragmatics shall be governed by the Society under the following terms. The Executive Committee shall (i) appoint the Editor(s), who are responsible for the content, format, and presentation of the journal, for a seven-year term, which is renewable under mutual agreement and subject to periodic review by the Executive Committee; (ii) appoint Associate Editors for a term of three years, which is renewable at the discretion of the Executive Committee; (iii) appoint the five members of an Advisory Committee for a term of five years, which is renewable at the discretion of the Executive Committee; and (iv) determine the nature of the Society’s financial support for operational expenses.
3. Other publications, as determined by the Executive Committee, including electronic services, are the responsibility of the Executive Committee.
Article VIII. Amendments to the Constitution
Amendments to this constitution may be proposed on the basis of either (a) the support of two thirds of the Executive Committee, or (b) a petition submitted and signed by at least ten percent of the members of the Society. Proposed amendments will be submitted to the members for vote at the time of the regular annual election of officers. To become effective, an amendment must receive the approval of two-thirds of those members voting on that amendment.
In the case that the members of the society may wish to conduct a review of and substantially revise the constitution and bylaws of the Society, a Constitutional Convention may be proposed by a petition submitted and signed by a number of members constituting ten percent of the membership of the Society at the time of the petition. A proposed Constitutional Convention will be submitted to the members for vote at the time of receipt of the petition. To become effective, a proposed Constitutional Convention must receive the approval of two-thirds of those members voting. If the proposal passes, the Executive Committee in equal cooperation with the Parliamentarian shall be obliged to organize a Constitutional Convention as a special meeting of the Society either in conjunction with an Annual Meeting of the Society within two years’ time or virtually within one year’s time. Participation in any Constitutional Convention, whether organized as an independent event or in conjunction with an Annual Meeting of the Society, shall be open to all current members of the Society as a hybrid event, regardless of whether they are registered to attend the Annual Meeting. Non-members may be called to address the convention by a successful motion at the convention or with the approval of the Parliamentarian before the convention. The Executive Committee and the Parliamentarian are also obliged to make reasonable effort to schedule the convention at a time that does not overlap with the events and business meetings of both the Society and its Sister Societies.
LSA Bylaws
Bylaws pursuant to Article II, MEMBERSHIP
1. Any student enrolled in the regular academic year as a candidate for a degree in a recognized secondary school, college, or university may become a student member on payment of dues. Student membership in the Society requires that the individual submit verification of student status.
2. Each regular, student, and emeritus member shall pay to the Society an annual fee as dues, in an amount fixed by the Executive Committee. If the annual dues are not received within the time prescribed, the member shall forfeit the rights of membership until payment is received; these rights shall be restored upon the payment of all dues and reinstatement fees.
3. Not more than three Honorary Members may be elected in any one year. Honorary members shall be exempt from payment of annual dues.
4. A member of the Society who has served as an elected officer (i.e. President or Secretary- Treasurer) or Editor of an LSA journal or as a (co)Director of a Linguistic Institute, shall be recognized as a Fellow upon conclusion of service in that office.
In addition, up to eight members may be recognized as Fellows each year by the at-large members of the Executive Committee, who are to select from among eligible individuals nominated by any member of the Society in good standing. Current members are eligible for election if they have at least four years of continuous membership at the time of their nomination. Nominations may be made to the Secretariat, which will issue a call each year and prepare a list of nominees for consideration.
No member of the Executive Committee will be eligible for election as a Fellow while serving on that Committee. Members who are Fellows may be nominated to serve as officers or on the Executive Committee.
5. Normally, at least one author of any manuscript submitted to Language or of any abstract submitted to the Program Committee must be a member of the Society.
Bylaws pursuant to Article III, OFFICERS
1. The Editors of LSA journals shall be entitled to participate in meetings of the Executive Committee without vote. The President may invite other appropriate individuals to attend and participate at the Executive Committee without vote.
2. The responsibilities of the Secretary-Treasurer include managing the Society's assets, identifying ways to enhance revenues and reduce expenses, budgeting revenues and expenses, establishing and maintaining sound business practices and internal controls, and authorizing and reviewing expenses. In addition, the Secretary-Treasurer shall be responsible for recommending to the Executive Committee policies and procedures regarding membership and membership services, investments, and multi-year budgeting. The Secretary-Treasurer shall present an annual report to the Society, which shall be published by the Society.
3. The Executive Director shall serve as the Chief Administrative Officer as an "at will" employee, and shall, under the direction of the Executive Committee, be responsible for the continuing operations of the Society. The Executive Director shall keep the records of the deliberations of the Society and the Executive Committee, execute the instructions of the Society, assist in the formulation of policies and projects for submission to the Society, serve as a spokesperson for the organization, and perform such other duties as the Executive Committee may direct.
4. The Executive Committee shall undertake an annual review of the Executive Director, or more often if it determines that circumstances warrant. The Secretary-Treasurer, in consultation with the Executive Committee, shall appoint a review committee consisting of the Secretary-Treasurer (Chair), a current member of the Executive Committee, and a member of the Society at large. The review committee will assess the accomplishments and anticipated performance of the Executive Director within the terms specified in the Society's "Job Description" for the position and any other annual performance goals as determined by the Executive Committee and recommend to the Executive Committee any appropriate action and/or merit salary increases.
Bylaws pursuant to Article IV, COMMITTEES
1. In addition to the committees specified in Article IV, the Executive Committee may establish standing and ad hoc committees as necessary to carry out the activities of the LSA. Committees may be open to any interested member of the Society, or may be restricted to membership by invitation only, at the discretion of the Executive Committee. The Chairs of all committees, and the members of restricted committees, shall be appointed by the President, subject to the approval of the Executive Committee. The appointments of Chairs will normally take place at the Spring meeting of the Executive Committee, with the term of the newly appointed Chair to begin the following January 1. Appointments of members of restricted committees will normally be completed by September 30, with terms of service to begin the following January 1. The duration of terms of service of Chair and members will be specified in the committee's charter. All terms of service will end at the close of the Annual Meeting following the last year of the term. Members of an open committee may join the committee at any time, for a multi-year term of service, renewable once at the agreement of the member and the Chair.
2. In consultation with the Vice President, the immediate Past President, the Secretary-Treasurer, and the Nominating Committee, the President shall fill by an interim appointment any vacancy in the Executive Committee that may occur between Annual Meetings.
3. In consultation with the Executive Committee, the President shall fill by an interim appointment any vacancy in the other Committees of the LSA that may occur between Annual Meetings.
4. All committee meetings of the Society, including the Executive Committee, are open to all members of the Society, without the right to speak or vote. In addition, the chair of any Committee may invite appropriate individuals to participate without vote in any meeting of that committee. Any committee may choose by majority vote to enter into executive session at any time.
5. Members who accept committee appointments occasionally neither contribute to nor participate in committee activities. If a committee includes such members, the Committee Chair is empowered to ask those members to resign and the Committee Chair is asked to suggest replacements. If the Committee Chair has difficulty recommending a replacement, the Secretariat should be contacted. The Secretariat will maintain a database of members nominated to serve. Committee Chairs are asked to send the names of any inactive members who resign (or fail to respond to requests for resignation) along with the names of suggested replacements to the Secretariat which will in turn send this information to the Committee on Committee and Delegate Appointments for review. The recommendation will then be sent to the President for appointment.
Bylaws pursuant to Article V, FISCAL POLICY
1. The Secretary-Treasurer and the Executive Director shall review the Financial Policy and Procedures Manual on an annual basis and propose changes in financial policies and procedures to the Finance Committee.
2. The Society will maintain at all times an insurance policy, in an amount to be determined by the Finance Committee, protecting it against losses arising from embezzlement or other malfeasance by any of the Society's Officers and staff.
Bylaws pursuant to Article VI, MEETINGS
The President may appoint a Parliamentarian for the Business Meeting at the Annual Meeting of the Society. The Business Meeting shall be conducted in accordance with procedures determined by the Executive Committee and announced in the Annual Meeting Handbook. The LSA Parliamentarian may also serve as a resource and advisor to the Secretariat, the Executive Committee, leaders of LSA committees and special interest groups, and to members at-large regarding interpretation of the Bylaws, Constitution or other rules and procedures of the Society in addressing topics of concern.
Bylaws pursuant to Article VII, PUBLICATIONS
Associate Editors of LSA journals are nominated by the Editors and appointed by the Executive Committee for three-year terms in the usual case. Typically, appointments are staggered so as to ensure continuity of editorial oversight.
Bylaws on succession of officers
1. If the office of President should, through any cause, become vacant, the Past President shall thereupon assume the duties of the President for the remainder of that term.
2. If the office of Vice President/President-Elect should, through any cause, become vacant, the Nominating Committee shall organize a special election to fill that office.
3. If the office of the Secretary-Treasurer should, through any cause, become vacant, the President, with the advice of the Executive Committee, shall appoint on an acting basis a member of the Society who has served in that capacity until a search can be completed.
4. If the office of the Editor of an LSA Journal should, through any cause, become vacant, the President, with the advice of the Executive Committee, shall appoint an interim Editor on an acting basis until a search can be completed.
5. If the office of the Executive Director should, through any cause, become vacant, the President, with the advice of the Executive Committee, shall appoint a member of the staff on an acting basis until a search can be completed.
6. The Executive Committee may, by majority vote, pass a resolution calling a special election to fill any vacant office of the LSA, at which point, the membership must be promptly notified of a special election. The notification must specify the offices to be contested and a date for the election which may be no sooner than four months after the membership is notified. The process for selecting nominees will be the same as for ordinary elections of that office.
Bylaws pursuant to Article VIII, AMENDMENTS TO THE CONSTITUTION & BYLAWS
Any member of the Society may propose an amendment to the constitution or to the bylaws. The proposal must be submitted in writing or by electronic mail to the Secretary-Treasurer at least one month prior to the Spring meeting of the Executive Committee. Members are encouraged but not required to provide arguments in favor of the proposed amendment at the time of submission. The Executive Committee will consider the proposal at its Spring meeting. If the proposal receives a two- thirds favorable vote from the Executive Committee members present and voting, it will be submitted to the full membership for vote at the time of the regular election for officers.
An amendment will also be submitted to a vote of the full membership if it is proposed in a petition signed by at least twenty-five members of the Society. Such a proposal, with the requisite signatures and favoring arguments attached, must be received at the LSA Secretariat office at least six months prior to the date of the Annual Meeting of the Society, and will be submitted to the full membership for vote at the time of the regular election for officers.
Any amendment put to the membership for a vote, whether by Executive Committee action or by petition, will be posted on the LSA web site at the earliest possible time.