Bylaws of the Association for Laboratory Phonology

Article I. Name

The name of the corporation shall be Association for Laboratory Phonology (hereinafter referred to as the "Association").

Article II. Corporate Purpose

The purpose for which the Association is organized and operated is exclusively charitable, scientific and educational, as defined in Section 501(c)(3) of the U.S. Internal Revenue Code, as amended, and its regulations as they now exist, or as they may hereafter be amended. The purpose of the Association shall be as provided for in the Articles of Incorporation of the Association, viz.:

  1. To promote the scientific study of the phonologies of diverse languages through the use of quantitative and laboratory methods;
  2. To facilitate the publication of research and scientific papers related to laboratory phonology;
  3. To organize conferences and workshops on the scientific study of laboratory phonology;
  4. To distribute awards and other recognitions for achievement related to the scientific study of laboratory phonology;
  5. To promote international cooperation in the scientific study of laboratory phonology among scholars and scholarly organizations interested in the study of spoken or signed language.

Article III. Offices

Section 1. Principal Office

The Association shall have a principal office and such other offices, either within or outside the District of Columbia, as the Executive Council may determine or as the affairs of the Association may require from time to time.

Section 2. Registered Office.

The Association will have and continuously maintain a registered office in the District of Columbia, and a registered agent whose office is identical with the registered office. The registered office may be, but not need be, identical with the principal office, and the address of the registered office may be changed as the Association may require from time to time.

Article IV. Membership

Section 1. Members.

Membership in the Association shall be available to individuals interested in laboratory phonology, individuals having an interest in the Association and supporting its purpose, or individuals otherwise qualifying for membership under criteria established by the Executive Council from time to time. There shall be three (3) classes of membership: Full Member, Student Member, and Honorary Member. An Honorary Member is an individual who has made major contribution(s) to the field of laboratory phonology, and, having been nominated by any member of the Executive Council, is elected an Honorary Member by a majority vote of the Executive Council. All membership classes shall have full voting privileges, including the election of at-large members of the Executive Council and the Officers of the Association. Only a Full Member or an Honorary Member may serve on the Executive Council or as an Officer of the Association.

Section 2. Application For Membership.

All applicants for membership, other than an Honorary Member, shall complete and submit to the Association the application form specified and provided by the Association. Applicants shall be admitted to membership in the Association upon completion of administrative processing of the required membership application and the payment of required dues as designated by the Executive Council.

Section 3. Membership Qualification, Dues and Benefits.

Membership qualifications, dues and benefits for each class of membership shall be those established from time to time by the Executive Council. The Executive Council may add, delete, or adjust membership qualifications and benefits as it deems necessary or desirable to further the purpose of the Association. No addition, deletion, or adjustment of membership qualifications and benefits shall require any adjustment of dues for the membership period in which it occurs.

Section 4. Denial, Suspension and Termination of Membership.

Any member may voluntarily terminate membership by written notice to the Association. The Association may terminate the membership of any member for failure to pay required dues. The Association may deny, suspend or terminate the membership of any member who engages in conduct determined by a majority vote of the Executive Council, in its sole discretion, to be unethical or in any way detrimental to the purpose of the Association. All suspensions or terminations of membership shall be effective at the convenience of the Association in accordance with procedures established by a majority vote of the Executive Council, and shall suspend or terminate, as the case may be, the right of the member to all membership benefits of the Association.

Section 5. Meetings of Membership.

There shall be an annual meeting of the members of the Association, for receiving annual reports and the transaction of other business. Other meetings of the members of the Association shall be held as designated by the Executive Council. Notice of such meetings shall be delivered, in a manner compliant with District of Columbia law, to each member of the Association not less than ten (10) or more than fifty (50) days before the date of the meeting. Special meetings of the members of the Association shall be called by the President at any time upon written request by a majority of the members of the Association. Notice of such meetings shall be delivered, in a manner compliant with District of Columbia law, to each member of the Association not less than ten (10) or more than fifty (50) days before the date of the meeting. The members present at any meeting of the members of the Association shall constitute a quorum. Voting on all matters by members of the Association, including the election of Councilors and Officers, may be conducted by mail or any electronic means in compliance with District of Columbia law.

Article V. Executive Council

Section 1. Management.

The business and the affairs of the Association shall be directed, controlled, and managed by the Executive Council, which is the governing body of the Association.

Section 2. Duties of the Executive Council.

The Executive Council shall manage the property and funds of the Association and shall have the duty and authority to perform all acts consistent with these Bylaws, the Articles of Incorporation of the Association, and any amendments thereto, and the laws of the District of Columbia.

Section 3. Number and Term.

The Executive Council shall consist of eleven (11) Councilors. Eight (8) Councilors (four (4) Officers and four (4) Councilors at-large) shall be elected by the membership of the Association and three (3) ex-officio Councilors shall be appointed by the Executive Council. The ex-officio Councilors shall be the Editor-in-Chief of the Association's journal, one representative from the organizing committee of the Association's most recent past biennial conference on laboratory phonology, and one representative from the organizing committee of the Association's upcoming (or currently occurring) conference on laboratory phonology.

The Editor-in-Chief shall serve a term of five (5) years and is eligible for re-appointment for unlimited additional five (5) year terms. The two (2) ex-officio Councilors representing the organizing committee for the Association's biennial conference shall serve terms of four (4) years, which terms shall be staggered so that one (1) Councilor is appointed every two (2) years. At the time of appointment, the Councilor shall be a member of the organizing committee for the upcoming biennial conference.

The Councilors at-large shall serve terms of four (4) years and are eligible for re-election for one (1) additional four (4) year term. The terms of the elected Councilors shall be staggered so that one-half of the Councilors are elected every two (2) years. The terms for the Officers of the Association are as specified in Article VI, Section 2.

Section 4. Nomination, Election, and Removal of Elected Councilors.

At least ninety (90) days before the biennial conference on laboratory phonology, the Nominating Committee will seek candidates from the members of the Association for full or honorary members to serve as Officers or Councilors at-large on the Executive Council. At least sixty (60) days before the biennial conference on laboratory phonology, the Nominating Committee shall submit to the Executive Council a slate with at least two (2) candidates for each elected Officer and Councilor-at-large position to be filled in the next election. The candidates for each elected Officer and Councilor-at-large position shall be approved by the majority vote of the Executive Council from among the candidates nominated by the Nominating Committee. Additions to the slate may be made by a two-thirds (2/3) vote of the entire Executive Council.

At least thirty (30) days before the biennial conference on laboratory phonology, an election ballot containing the names of all candidates for election, with the provision for a write-in candidate for each position to be filled will be circulated electronically to the members of the Association eligible to vote. Each member can cast one vote for each elected Officer and Councilor-at-large position to be filled.

Thirty (30) days after the circulation of the election ballot, the election shall be closed, and the ballots counted. The candidate receiving the greatest number of votes for each elected Officer and Councilor-at-large position to be filled shall be elected to fill that office. In the event of a tie vote for any position , one of the tied candidates shall be elected by the majority vote of the Executive Council.

An elected Councilor may be removed from office, with or without cause, by a two-thirds (2/3) vote of the entire Executive Council or the majority vote of the members of the Association.

Section 5. Appointment and Removal of Councilors.

The appointment of the Editor-in-Chief and two (2) Councilors representing the organizing committee for the Association's biennial conference shall be confirmed by a majority vote of the Executive Council. The Editor-in-Chief and two (2) Councilors representing the organizing committee for the Association's biennial conference may be removed from office, with or without cause, by a two-thirds (2/3) vote of the entire Executive Council.

Section 6. Vacancies on the Executive Council.

All vacancies on the Executive Council shall be filled for the unexpired term by a majority vote of the Executive Council. Councilors appointed to fill vacancies or to occupy positions resulting from an increase in the number of Councilors shall serve until their successors are duly appointed and qualified.

Section 7. Meetings.

The Executive Council shall hold an annual meeting. Notice of time and place of the annual meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Executive Council at least thirty (30) days prior to the date set for the annual meeting. The Executive Council may hold additional regular or special meetings within or outside the District of Columbia. Notice of the time and place of the meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Executive Council at least thirty (30) days prior to the meeting. Special meetings of the Executive Council may be called by the President or may be called at the request of not less than one-third (1/3) of the members of the Executive Council. Notice of time and place of the special meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Executive Council at least ten (10) days prior to the meeting. Meetings of the Executive Council may be held in person, by teleconference, or by any other manner in which the members of the Executive Council are able to hear one another and actively participate in discussions and deliberations, and such participation shall constitute presence in person at the meeting.

Section 8. Quorum.

A majority of the total number of the members of the Executive Council then serving shall constitute a quorum, but, in case there is no quorum present, those present may adjourn the meeting from time to time until a quorum is obtained. The vote of a majority of the members of the Executive Council present at any meeting at which there is a quorum shall be the act of the Executive Council, except as a larger vote may be required by the laws of the District of Columbia, the Articles of Incorporation, or these Bylaws.

Section 9. Action by Unanimous Written Consent.

Any action required or permitted to be taken at any meeting of the Executive Council may be taken without a meeting if a written consent of such action is signed by all members of the Executive Council and such written consent is filed with the minutes of the proceedings of the Executive Council.

Article VI. Officers

Section 1. Composition.

The Officers of the Association shall be the President, the Vice-President, the Secretary, and the Treasurer. The Executive Council may create other officer positions as it deems necessary and desirable.

Section 2. Term and Election.

At the appropriate annual meeting of the members, the members shall elect a Vice-President, a Treasurer or a Secretary, and such other officers as the Executive Council deems necessary and desirable, in the manner specified in Article V, Section 4. The President and the Vice-President shall serve a term of two (2) years. At the expiration of the President's two (2) year term, the Vice-President shall become President. The President shall not serve more than one (1) term consecutively, except when a vacancy in the office of President is filled by the Vice-President, in which case the Vice-President shall serve both the partially unexpired term and the full normal term as President. The Secretary and the Treasurer shall serve for a term of four (4) years and shall be eligible for election to one (1) additional four (4) year term. The terms of the Secretary and Treasurer shall be staggered so that one of these Officers is elected every two (2) years.

Section 3. Removal.

All Officers of the Association elected by the members may be removed from office, with or without cause, at any time by a two-thirds (2/3) vote of the entire Executive Council or the majority vote of the members of the Association.

Section 4. Vacancies.

A vacancy in any office, except President, shall be filled by a vote of a majority of the Executive Council. Officers elected to fill a vacancy shall serve for the unexpired term of the previous officer.

Section 5. Duties of the President.

The President shall be the chief elected officer of the Association, shall, subject to the control of the Executive Council, have general supervision, direction, and control of the business affairs of the Association, shall have the general powers and duties of management usually vested in the office of President, and shall have such other powers and duties as may be prescribed by the Executive Council and by these Bylaws. The President shall preside at meetings of the Executive Council.

Section 6. Duties of the Vice-President.

During the temporary absence of the President, the Vice-President shall serve as President pro tempore. Duties shall be assigned by the President to the Vice-President that will further the mission and goals of the Association.

Section 7. Duties of the Secretary.

The Secretary shall attend all meetings of the Executive Council, and shall preserve in record books the full and correct minutes of the proceedings of all such meetings. It shall be the duty of the Secretary to sign and execute all corporate documents and instruments whereupon the Secretary's signature may be lawfully required. The Secretary shall also serve all notices required by law, these Bylaws, or by resolution of the Executive Council. The Secretary shall also perform such other duties as may be delegated by the Executive Council.

Section 8. Duties of the Treasurer.

The Treasurer shall keep or cause to be kept, in books belonging to the Association, complete and accurate accounts of all receipts and disbursements, resources, and liabilities, and other valuable effects of the Association. The Treasurer shall render to the President and to the Executive Council at its meetings, or whenever otherwise requested, correct statements and reports showing the financial condition of the Association. The Treasurer may sign corporate documents and instruments as necessary. The Treasurer shall arrange for the performance of an audit and for the preparation of audited financial statements by a certified public accountant on behalf of the Association, whenever directed to do so by the Executive Council.

Section 9. Duties of Other Officers.

Any other officers elected by the members shall hold office for such term and have such duties as the Executive Council prescribes from time to time.

Article VII. Committees

Section 1. Standing Committees.

The Association shall have the following standing committees: Executive Committee, Nominating Committee, and Finance Committee. The Executive Committee shall consist of the elected officers of the Association and shall be chaired by the President. The Finance Committee shall consist of the Treasurer, who shall serve as the chair, and two (2) or more other members of the Association as appointed by the Executive Council. The Nominating Committee shall consist of the Vice-President, who shall serve as the chair, and two (2) or more other members as appointed by the Executive Council. The appointed members of the Nominating Committee shall be full or honorary members of the Association who are not also members of the Executive Council. Any other Standing Committees created from time to time by the Executive Council shall consist of at least three (3) members of the Executive Council and any other members of the Association who shall be appointed to the committee by the Executive Council.

Section 2. Executive Committee.

The Executive Committee shall, subject to the general control of the Executive Council, have the powers and duties to manage the day-to-day affairs of the Association. The Executive Committee may approve disbursements, contracts, and other transactions having an annual financial value of $5,000 or less, in accordance with approved budgets and without further approval of the Executive Council. The Executive Committee shall provide a report of its activities since the last meeting of the Executive Council at each meeting of the Executive Council.

Section 3. Finance Committee.

The Finance Committee shall assist the Treasurer in the performance of the duties of the Treasurer, as specified in Article VI, Section 8.

Section 4. Nominating Committee.

The Nominating Committee shall canvass members for nominations and select candidates for office as described in Article V, Section 4.

Section 5. Other Committees.

The Executive Council shall have the power, by resolution adopted by a majority of the Executive Council, to designate one or more other committees, which may be Standing Committees or ad hoc committees convened for a nonce purpose. The chair of each of the other committees shall be appointed by the Executive Committee.

Section 6. Term of Appointment.

The members of the Executive Committee and the chairs of the Finance Committee and the Nominating Committee are ex officio, and serve on these committees for the terms of the elected office. All other committee members shall be appointed by the Executive Council. Each appointed member of a committee shall serve a one (1) year term and shall be eligible to serve unlimited additional one (1) year terms if so determined by the Executive Council.

Section 7. Removal.

Any appointed member of a committee may be removed at any time with or without cause by a majority vote of the Executive Council.

Section 7. Vacancies.

Vacancies in the appointed membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 8. Quorum.

Unless otherwise provided in the resolution of the Executive Council designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

Section 9. Conference Call.

Committee meetings may be held in person, by teleconference, or by any other manner in which all committee members are able to hear one another and actively participate in discussions and deliberations, and such participation shall constitute presence in person at the meeting.

Article VIII. Contracts, Checks, Deposits and Funds

Section 1. Contracts.

The Executive Council may authorize any officer or officers, or agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.

All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, or agent or agents of the Association, in such manner as shall from time to time be determined by the Executive Council.

Section 3. Deposits.

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Executive Council may select.

Section 4. Gifts.

The Executive Council may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Association.

Article IX. Fiscal Year

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

Article X. Indemnity

The Association shall indemnify members of the Executive Council and Officers against damages awarded against them, and expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been such a member of the Executive Council or Officer, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for misconduct in the performance of their duty. Such rights of indemnification and reimbursement shall not be deemed exclusive or any other rights to which such member of the Executive Council or Officer may be entitled under any Bylaw, agreement, or otherwise.

Article XI. Amendment to the Bylaws

These Bylaws may be amended, altered, restated, or otherwise revised by the affirmative vote of two-thirds (2/3) of the entire Executive Council, provided that the amendment or proposal shall first be mailed to each member of the Executive Council at least ten (10) days prior to the meeting at which it is proposed.

Article XII. Corporate Seal

The Executive Council shall provide a suitable seal containing the name of the Association and the year in which it was first incorporated. The seal shall be in the custody of the Secretary.



Adopted this twelfth (12th) day of January, 2011.