ACES Logo

BYLAWS OF THE AMERICAN COPY EDITORS SOCIETY

Revision of bylaws were adopted by unanimous vote on Sept. 20, 2002. Additional revisions to the membership provisions were adopted by unanimous votes on Oct. 10, 2003 and Oct. 14, 2005. Additional revisions to the Executive Committee and officers provisions were adopted by unanimous votes on Feb. 9, 2005, and Oct. 14, 2005. Revisions to the Treasurer’s duties were adopted by unanimous vote July 13, 2005. Revision to the Membership categories in Article III were adopted by unanimous vote on May 14, 2008. Revisions to Article IV, Section 2, were made by unanimous vote on April 14, 2010. Revisions to Article IV, Sections 6 and 7, were adopted by unanimous vote on June 9, 2010. Revision to Article IV, Section 10, was made by a vote of 11-3 on July 14, 2010. Addition of Article IV, Section 16, was made by unanimous vote on July 14, 2010. Revision of Article V, Section 7, and Addition of Article V, Section 10, was made by consent on Oct. 22, 2010. Revisions to make the Bylaws consistent with the Code of Conduct and to reflect the changes in the organization’s mission were made by unanimous vote on Feb. 8, 2011. Membership dues were increased and the scholastic category eliminated by the board through changes in Article III, Sections 1 and 8, to take effect Nov. 1, 2011, with a related change to the student category on Dec. 14, 2011. Revisions were adopted by unanimous vote on July 10, 2013, to Article IV, Section 2, and Article 16, Section 16, to change the Education Fund president’s seat on the board to a voting one.

ARTICLE I: OFFICES

The principal office of the Corporation shall be in the village of Huntington, County of Suffolk, State of New York.

The Corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Corporation may require.

ARTICLE II: PURPOSES

The purposes for which this Corporation has been organized are:

Nothing herein shall authorize the Corporation to open or maintain a nursery school, elementary school or secondary school, and nothing herein shall authorize the Corporation to operate or maintain an institution of higher learning or to grant degrees.

In furtherance of its corporate purposes, the Corporation shall have all the general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the power to solicit grants and contributions for the corporate purposes.

Nothing herein shall authorize this Corporation, directly or indirectly, to engage in or include among its purposes any of activities mentioned in the Not-For-Profit Corporation Law, Section 404(b)-(v).

ARTICLE III: MEMBERSHIP

1. QUALIFICATIONS FOR MEMBERSHIP

Members who joined the society before Feb. 11, 2000, no matter their professional backgrounds, will retain full membership.

The determination of membership status will be made by the Director of Membership in consultation with the Executive Committee.

Members, including Officers, are expected to adhere to the society’s code of conduct and to act in a professional and appropriate manner at any event sponsored by the society or at which society business is being conducted or may be affected. Professional and appropriate behavior is also expected in all corporate-sponsored communication, including but not limited to the society’s Internet discussion board.

2. MEMBERSHIP MEETINGS

The annual membership meeting of the Corporation shall be held during the annual membership conference. The Corporation shall notify the membership of the time and place of the annual meeting. The Corporation reserves the right to deny conference registration or admission to any person deemed by a majority vote of the Executive Committee to be potentially disruptive to the conference.

3. SPECIAL MEETINGS

Special meetings of the Corporation may be called by the Executive Committee. The Secretary shall notify the membership of such a meeting at least 10 days prior to the meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

4. FIXING RECORD DATE

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than 60 nor less than 10 days before any such meeting, nor more than 60 days prior to any other action.

5. ACTION BY MEMBERS WITHOUT A MEETING

Whenever members of the society are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

6. PROXIES

Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the member. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

7. ORDER OF BUSINESS

The order of business of any meeting of the membership or Executive Committee shall be determined by the President with the input of the Executive Committee.

8. MEMBERSHIP DUES

Membership dues are payable annually. Dues are for the calendar year or portion thereof and may not be prorated.

ANNUAL MEMBERSHIP DUES ARE:

The amount and structure of dues may be altered by majority vote of the Executive Committee.

9. WRITTEN COMMUNICATION

Written communication shall include e-mail messages.

10. REVOCATION OF MEMBERSHIP

Membership may be revoked for cause by a majority vote of the Executive Committee. Cause includes but is not limited to a willful violation of the code of conduct; failure to pay membership dues in a timely fashion; conviction of a felony; or any action deemed by the Executive Committee to be harmful to the society.

ARTICLE IV: Executive Committee

1. MANAGEMENT OF THE CORPORATION

The Corporation shall be managed by the Executive Committee, which shall consist of no fewer than 15 members. Each member shall be at least 19 years of age.

2. ELECTION AND TERM OF EXECUTIVE COMMITTEE MEMBERS

Each year, the membership shall elect committee members and Officers for open seats. Each member shall hold office until the expiration of the term for which he or she was elected and until a successor has been elected and shall have qualified, or until his or her prior resignation or removal. All Executive Committee members and Officers shall serve terms of two years, with the exception of the seat held by the president of the Education Fund as noted in Article IV, Section 16. Election results will be announced to the membership during the conference.

Because various factors may cause the staggering of the terms of office of Executive Committee members to become unbalanced, the committee is empowered, on an extraordinary basis and by majority vote, to change the terms to which one or more committee members are elected from two years to three years or one year, provided that the membership is properly notified of the change in advance of the affected election, in accordance with the provisions of Article VI.

In the event of a tie vote for any officer’s post or seat on the Executive Committee, the current Executive Committee, with a quorum required, shall vote to break such a tie or ties, or shall determine another process by which to fill the seat(s) in question.

The immediate past President shall have an automatic term unless that person has resigned or been removed from office. All other voting positions on the Executive Committee, including those of Officers, shall be elected positions (except as noted in these bylaws with regard to death, disability, resignation or removal) with the exception of the position held by the president of the Education Fund, as noted below.

The process is overseen by the Corporation’s Secretary, who has the right to appoint an election chairman.

SCHEDULE: Before nominations are solicited, Executive Committee members will notify the President of whether they intend to run again. Nominations by members in good standing (i.e., qualifying applicants with dues paid) shall be made by Jan. 15 of each year. The biographies and statements of eligible nominees shall be made available to the membership by Feb. 15 of each year. Members in good standing as of Feb. 1 are eligible to vote in that year’s election. Electronic voting will be open from Feb. 15 to March 1. Board terms begin and end at the close of the Corporation’s annual conference.

3. ELIGIBILITY FOR EXECUTIVE COMMITTEE

Those full members of the Corporation in good standing (i.e., meeting membership qualifications and being active, dues-paying members) will be eligible for nomination to the Executive Committee. Written consent of nomination is required of all potential candidates. There are no other eligibility requirements. There shall be no term limits for any member of the Executive Committee other than those outlined as eligibility requirements for candidates.

4. DUTIES OF MEMBERS OF EXECUTIVE COMMITTEE

5. INCREASE OR DECREASE IN NUMBER OF EXECUTIVE COMMITTEE MEMBERS

The number of Executive Committee members may be increased of decreased by a vote of the membership or by a vote of a majority of all of the Executive Committee members. No decrease in number of Executive Committee members shall shorten the term of any incumbent committee member.

6. NEWLY CREATED COMMITTEE MEMBERSHIPS AND VACANCIES

Newly created memberships resulting from an increase in the number of committee members and vacancies occurring on the committee, in the event of death, resignation or removal, may be filled by a vote of a majority of the committee members then in office. A committee member elected to fill a vacancy caused by resignation, death or removal shall be elected to hold that seat for the unexpired term of his predecessor.

There shall be one type of exception to the above rule: All persons elected during a general election by the society shall be elected to two-year terms, unless the Executive Committee has approved an extraordinary change in such terms in accordance with the provisions of Article IV, Section 2, Paragraph 3.

A committee member elected to fill a vacancy caused by resignation, death or removal shall hold that seat for the unexpired term of his or her predecessor. Such vacancies will be offered in order to unsuccessful candidates for the committee in the previous election, following affirmation by the executive committee.

7. REMOVAL OF EXECUTIVE COMMITTEE MEMBERS

Any or all of the Executive Committee members, including its Officers, may be removed for cause by action of the committee. Removal may be accomplished by a vote of a two-thirds majority of the committee members then in office, excluding the committee member in question. Cause includes but is not limited to a willful violation of the code of conduct; neglect of duties; mishandling of finances; misrepresentation of the society for personal gain; conviction of a felony; and failure to remain a member in good standing as previously defined in these bylaws.

An executive committee member who has missed four consecutive meetings shall be contacted by the secretary and asked to attend the next meeting or else be considered as having resigned from the committee under Article IV, Section 8, unless the president and secretary are notified why attendance is impossible and such reasons are then reported to and accepted by the officers of the Corporation.

8. RESIGNATION

An Executive Committee member may resign at any time by giving written notice to the committee, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the committee or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.

9. QUORUM OF COMMITTEE MEMBERS

Unless otherwise provided in the certificate of in Corporation, a simple majority of the entire committee shall constitute a quorum for the transaction of business or of any specified item of business.

10. ACTION OF THE COMMITTEE

Unless otherwise adopted by law, the vote of a majority of the committee members present at the time of the vote, if a quorum is present at such time, shall be the act of the committee. Some actions of the board may be approved by consent without a vote. Each committee member present shall have one vote.

11. PLACE AND TIME OF EXECUTIVE COMMITTEE MEETINGS

The committee may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine. The committee shall have at least one meeting with a quorum present every quarter, either by conference call or in person, on a date and time to be determined at the discretion of the President and Secretary. Such conference call meetings as required will be organized by the Secretary.

12. REGULAR ANNUAL MEETING

A regular annual meeting of the committee shall be held during the annual conference.

13. NOTICE OF MEETINGS OF THE EXECUTIVE COMMITTEE AND ADJOURNMENT

Regular meetings of the committee may be held without notice at such time and place as it shall from time to time determine. Special meetings of the committee shall be held upon notice to the committee members and may be called by the President upon three days’ notice to each committee member either personally or by mail or by phone. Special meetings shall be called by the President or by the Secretary in a like manner on written request of five committee members. Notice of a meeting need not be given to any committee member who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.

A majority of the committee members present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all committee members who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other committee members.

14. CHAIRMAN

At all meetings of the Executive Committee, the President, or in his absence another Officer, shall preside.

15. OTHER COMMITTEES

The President of the Corporation, with guidance from the Executive Committee, may designate from among its members or the membership other committees and chairmen for such committees. Each such committee shall serve at the pleasure of the Executive Committee.

16. EDUCATION FUND REPRESENTATION ON THE COMMITTEE

The president of the American Copy Editors Society Education Fund shall be a full and voting member of the Executive Committee. Certain expenses, such as for attendance at midterm and conference meetings, may be reimbursed for this position as an ex-officio member under the same rules as apply at that time to other Executive Committee members, except that such reimbursement will be issued by the Education Fund and not by the Corporation unless otherwise jointly agreed to.

ARTICLE V: OFFICERS

1. OFFICES, ELECTION, TERM

There will be among the members of the Executive Committee four Officers — specifically, a President, Vice President, Secretary and Treasurer — elected by the membership and designated in the election as such. Such Officers shall be elected as outlined under Article IV, Section 2, and each shall be elected to a term of two years, unless the Executive Committee has approved an extraordinary change in such terms in accordance with the provisions of Article IV, Section 2, Each Officer shall hold office until the expiration of the term for which he or she was elected and until his or her successor has been elected and shall have qualified, or until his or her prior resignation or removal. In the event of a tie vote for any officer’s post, the Executive Committee shall break the tie, as outlined in Article IV, Section 2. There shall be no term limits for any Officer other than those outlined as eligibility requirements for candidates.

2. ELIGIBILITY REQUIREMENTS OF CANDIDATES FOR OFFICE

In addition to those requirements outlined in Article IV, Section 3, candidates for office on the Executive Committee must have shown a commitment to the Corporation through experience as a committee chairman or active committee member, or through work on a significant project or workshop of the Corporation. Written consent of nomination is required of all potential candidates.

3. REMOVAL, RESIGNATION, SALARY

Any or all of the Corporation’s Officers may be removed as outlined in Article IV, Section 7. An Officer may resign at any time by giving written notice to the committee, the President or the Secretary of the Corporation. If he is acting as President of the Corporation, written notice must be given to the committee or the Secretary. If he is acting as Secretary of the Corporation, written notice must be given to the committee or the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the committee or such Officer, and the acceptance of the resignation shall not be necessary to make it effective. In the event of death, resignation or removal of an Officer, the committee in its discretion may elect or appoint a successor to fill the unexpired term. The salaries of all Officers shall be fixed by the Executive Committee.

4. DUTIES OF OFFICE OF PRESIDENT

5. DUTIES OF OFFICE OF VICE PRESIDENT

6. DUTIES OF OFFICE OF TREASURER

7. DUTIES OF OFFICE OF SECRETARY

8. SURETIES AND BONDS

In case the Executive Committee shall so require, any Officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Executive Committee may direct conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

9. CONTRACTS

Contracts entered into by the Corporation must be signed by either the President and the Treasurer, or the President and the Vice President.  If the President is absent and time is of the essence, the Vice President may sign in his or her place, with a countersign by the Treasurer.

ARTICLE VI: AMENDMENTS

The bylaws may be adopted, amended or repealed by the membership at the time the membership is entitled to vote in the election of Executive Committee members if a written request of such a change to the bylaws is submitted to the Executive Committee no later than three months prior to the date of the annual election and only if no less than 10 percent of the current membership signs a petition in support of putting such a change to a vote of the entire membership. Bylaws may also be adopted, amended or repealed by a majority of the entire Executive Committee without the consent or approval of the membership. However, written notice of such changes to the Corporation’s bylaws must be given to the membership in a timely manner.

If any bylaw regulating an impending election of Executive Committee members is adopted, amended or repealed by the Executive Committee, there shall be set forth in the notice of the next meeting of the membership for the election of the Executive Committee the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

ORGANIZATIONAL POLICIES

Code of Conduct

Drafted by William G. Connolly, Merrill Perlman and Rudy Bahr; passed by unanimous vote of the Executive Committee on January 12, 2011.

This policy applies to all volunteers, members, contractors and employees of the American Copy Editors Society (“ACES”) and the ACES Education Fund. Collectively, they are described hereafter as “affiliates.”

Affiliates are expected to strive for fairness, honesty and accuracy in all their work, avoiding plagiarism and fabrication. They are expected to obey the law, conform to the highest ethical and professional standards and treat one another professionally, openly, fairly and respectfully. They are expected to avoid harassment — any conduct likely to cause offense to a reasonable person.

Any conduct that violates this code, that is likely to bring discredit to ACES or the Education Fund or that interferes with the orderly conduct of either group’s business will be considered a serious offense and may lead to the cancellation of membership or of any other relationship with the society or the fund.

Affiliates may not misrepresent the society, the fund or either group’s positions or policies. They may not engage in political or social activities in such a way as to imply the endorsement of the society or the fund unless the Executive Committee or the Education Fund board has specifically taken a position on a public question with a direct impact on editors or editing.

Affiliates may not offer endorsements or testimonials for books, programs, products or other endeavors that imply the approval of ACES or the Education Fund. They may not use either group’s logo, newsletter, website or mailing lists without authorization.

In general, only the presidents of ACES and the Education Fund are authorized to speak publicly on either organization’s behalf. Therefore, unless they are authorized to do so, affiliates may not post in the name of the society or the fund on blogs, Facebook, Twitter or other social networking platforms.

Affiliates may not mount large-scale solicitations on behalf of other groups or causes among ACES or Education Fund members.

Affiliates who deal with (or might deal with) prospective donors, vendors or sponsors may not accept personal gifts, favors or special treatment of any kind from such prospects.

Affiliates should be aware that the appearance of a conflict of interest can be as damaging as an actual conflict. Members of the ACES Executive Committee and the Education Fund board should be sensitive to the fact that the civic and professional activities of spouses or other relatives may create such an appearance.

Affiliates must ensure that the ACES Executive Committee or the Education Fund board is informed in writing of any personal, financial, family or professional relationship that could create a conflict of interest or the appearance of conflict. Information contained in such disclosures will be held in confidence unless, in the view of the Executive Committee or the board, the interests of the society or the fund require wider disclosure.

An affiliate who has a conflict of interest must refrain from any debate about or vote on the matter in question unless the Executive Committee or Education Fund board has specifically waived this restriction.

The ACES Executive Committee will be solely responsible for interpreting and applying this code. Those who are unsure about potential conflicts should seek guidance from the Executive Committee or the Education Fund board.

Each year, members of the Executive Committee and the Education Fund board must attest in writing that they have read, understand and are in compliance with this code.

Members of the Executive Committee, the Education Fund board and any subcommittee appointed by either body may not use for personal gain information obtained in that capacity.

Members of the Executive Committee and the Education Fund board are expected to maintain confidentiality with respect to personnel matters.

Nondiscrimination policy

This policy states the American Copy Editors Society’s position on discrimination. This policy applies to dealings with all ACES employees, volunteers, members, clients and contractors.

ACES follows an equal opportunity employment policy and employs personnel without regard to race, creed, color, ethnicity, national origin, religion, sex, sexual orientation, gender expression, age, physical or mental ability, veteran status, military obligations, and marital status.

This policy also applies to internal promotions, training, opportunities for advancement, terminations, outside vendors, members and customers, service clients, use of contractors and consultants, and dealings with the general public.

ACES cancellation policy

National Conference

A full refund of the registration fee will be refunded if received no later than 30 days before the first day of the conference. A refund request must be received by email.

Refunds will be made to the credit card on which the registration was made. If this is not possible, a refund will be made by check. Full refunds are made for some circumstances so the reason for the refund should be specific.

If the cancellation request is received less than 30 days before the start of the conference, the registration fee can be applied to the next year’s conference. It can be used only at that conference after which it expires. Additionally, another person can be substituted for the registration if received no later than 10 days of the national conference.

Boot Camps

A full refund of the registration fee will be given if received no later than 7 days before the first day of the boot camp. A refund request must be received by email.

Refunds will be made to the credit card on which the registration was made. If this is not possible, a refund will be made by check. Full refunds are made for some circumstances so the request for a refund should be specific.