Note: The "American Copy Editors Society" is the legal name of ACES: The Society For Editing.
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.
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).
Members who joined the society before Feb. 11, 2000, no matter their professional backgrounds, will retain Full membership.
Members, including Executive Committee members and 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.
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 who is disruptive to the conference.
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.
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.
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.
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.
The order of business of any meeting of the membership or Executive Committee shall be determined by the President subject to the input of the Executive Committee.
Membership dues are payable annually. Dues are for the calendar year or portion thereof and may not be prorated.
The amount and structure of dues may be altered by majority vote of the Executive Committee.
Written communication shall include e-mail messages.
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.
The Corporation shall be managed by the Board of Directors, which shall consist of no fewer than 7 members. Each member shall be at least 19 years of age. The Board shall include the Officers (President, Vice President/President Elect, Treasurer and Secretary), the President of the Education Fund (as an ex-officio voting Board member), and at large directors.
Each year, the membership shall elect at large Board members and Officers for open seats. Each Officer and Board member shall hold office until the expiration of the term for which the member was elected and until a successor has been elected and shall have qualified, or until the Officer or Board member's prior resignation or removal. Board members and Officers shall generally serve terms of two years, with the exception of the ex-officio seat held by the president of the Education Fund as noted in Article IV, Section 16. Board members may serve no more than two consecutive full two-year terms. Election results will be announced to the membership during the conference.
Because various factors may cause the staggering of the terms of office of Board members to become unbalanced, the Board is empowered, on an extraordinary basis and by majority vote, to change the terms to which one or more Board 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 Board, the current Board, 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 Board election process is overseen by the Corporation’s Secretary, who has the right to appoint an election chair.
SCHEDULE: Before nominations are solicited, Officers and at large directors will notify the President of whether they intend to run again. The Schedule for nominations by members in good standing for Board positions shall be set forth in Board policy which the Board may modify from time to time with notice to the membership. After receiving nominations from the members in good standing for open Board positions, the Board shall make the biographies and statements of eligible nominees available to the membership prior to the Board election. The members in good standing elect the Officers and at large directors via electronic ballot or as otherwise determined by the Board. Board terms begin and end at the close of the Corporation’s annual conference.
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.
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.
Newly created Executive Committee 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 the 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.
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.
Executive Committee members may also be removed by the society membership with or without cause pursuant to New York state law.
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.
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.
Unless otherwise provided in the certificate of Corporation, a simple majority of the entire committee shall constitute a quorum for the transaction of business or of any specified item of business.
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.
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.
A regular annual meeting of the committee shall be held during the annual conference.
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 that member.
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.
At all meetings of the Executive Committee, the President, or in the president's absence another Officer, shall preside.
The President of the Corporation, with guidance from the board of directors, may designate from among its members or the membership other committees and chair for such committees. Each such committee shall serve at the pleasure of the Executive 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.
There will be among the members of the Board four Officers — specifically, a President, President Elect/Vice President, Secretary and Treasurer. Officers are elected by the membership and designated in the election as such, except that the President Elect/Vice President shall automatically succeed to the office of the President immediately following such person’s term as President Elect/Vice President. Officers shall be elected as outlined under Article IV, Section 2, and each shall be elected to a term of two years, unless the Board 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 each was elected and until the successor of each has been elected and shall have qualified, or until the Officer's prior resignation or removal. In the event of a tie vote for any Officer’s post, the Board shall break the tie, as outlined in Article IV, Section 2. Officers shall serve no more than two (2) consecutive two-year terms as Officers of the corporation, except that an Officer elected as President Elect /Vice President can serve two (2) consecutive two-year terms as an Officer, immediately followed by two (2) year terms as President Elect/Vice President and then President. An Officer may also be elected to one or more additional one-year terms to allow for continuity or transition, as deemed necessary by a vote of the members.
In addition to those requirements outlined in Article IV, Section 3, candidates for Board Officer positions must have been on the Board for at least one term (a short term or a full two-year term) prior to serving as an Officer. Written consent of nomination is required of all potential Officer candidates.
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 Board, the President or the Secretary of the Corporation. If the Officer is acting as President of the Corporation, written notice must be given to the Board or the Secretary. If the Officer is acting as Secretary of the Corporation, written notice must be given to the Board or the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board 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 Board in its discretion may elect or appoint a successor to fill the unexpired term. The salaries of all Officers (if any) shall be fixed by the Board.
In case the Board 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 Board may direct conditioned upon the faithful performance of the Officer's or agent's 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 the Officer's or agent's hands.
Contracts entered into by the Corporation must be signed by either the President and the Treasurer, or the President and the President Elect/Vice President. If the President is absent and time is of the essence, the President Elect/Vice President may sign in the President's place, with a countersign by the Treasurer.
The bylaws may be adopted, amended or repealed by the membership at the time the membership is entitled to vote in the election of Board members if a written request of such a change to the bylaws is submitted to the Board 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 Board 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 after they are approved by the Board.
If any bylaw regulating an impending election of Board members is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of the membership for the election of the Board the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.
See ACES' Code of Conduct here.
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.
A full refund of the registration fee will be refunded if a request for one is 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 might be made for some circumstances later than 30 days before the conference's first day on a case-by-case basis, so the reason for the refund should be specific.
If the cancellation request is received 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 before the national conference
A full refund of the registration fee will be given if a request for one is 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 might be made later than 7 days before the boot camp for some circumstances on a case-by-case basis, so the request for a refund should be specific.