The name of this corporation shall be Society for Asian and Comparative Philosophy (“SACP”).
The purpose of SACP shall be:
- To advance the development of the disciplines of Asian and comparative philosophy in the international academic arena.
- To bring together Asian and Western philosophers, as well as other scholars interested in Asian and comparative philosophy, for a mutually beneficial exchange of ideas.
- To provide the professional outlet for philosophers doing work in non-Western and comparative areas of philosophy.
Section 1. The Society is organized exclusively for charitable, religious, education, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2. No part of the net earnings of SACP shall inure to the benefit of any director or officer of SACP, or any private in No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 3. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. The organization will be financed through yearly membership dues, and will be organized on a membership basis.
The principal office of the corporation shall be where the current President of SACP resides. The organization may also have offices at such other places as the Board of Directors may from time to time designate, or the business of the organization may require.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 1. The membership shall consist of qualified scholars in the areas of Asian and comparative philosophy.
Section 2. Membership dues shall be set annually at the organizational meeting by a vote of the membership.
Section 3. Voting members will be those who have paid their dues as determined by the Secretary/Treasurer’s records.
Section 1. ANNUAL MEETING.
The annual meeting of the membership for the transaction of such business within the powers of the corporation may properly come before the meeting, without special notice of such business, except as limited by law of these bylaws, shall be held each year at such time and place as the Board of Directors shall determine.
Section 2. SPECIAL MEETINGS.
Special meetings of the membership, for any purpose or purposes, unless otherwise provided by statute may be called by the President, or by a majority of the Board of Directors, and shall be called at any time by the President or the Secretary/Treasurer upon receipt of a written petition bearing the signatures of ten (10) members. The business transacted at all special meetings shall be confined to the objects stated in the call.
Section 3. NOTICE OF MEETING.
Electronic notices through e-mails and website posting or written or printed notice stating the time and place of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given at least 30 days prior to the meeting by or at the discretion of the President or the Secretary/Treasurer. Upon notice being given in accordance with the provisions hereof, the failure of any member to receive actual notice of any meeting shall not in any way invalidate the meeting or proceedings thereat.
Section 4. WAIVER OF NOTICE.
Members of the organization may waive notice of any meeting, whether prior to or at or after the meeting, with the same effect as though notice of the meeting had been given to them, and such waiver shall be deemed equivalent to a notice required to be given to them. Any membership meeting shall be valid if a quorum is present and waivers of notice of the time, place and objects f such meeting shall be duly executed in writing either before or after said meeting by such members as are not represented and were not given such notice.
Section 5. QUARUM.
At least five percent of membership of the organization shall constitute a quorum for the transaction of any business at a meeting of the members.
Section 6. VOTING.
At any meeting of the membership, every member shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such member and filled with the Secretary. Each member shall have one vote.
Section 7. ADJOURNMENT.
Any meeting of the membership whether annual or special, may be adjourned from time to time by those present whether a quorum be present or not. Notice of such adjourned meeting shall be sent to all members containing the time and place of holding such adjourned meeting as determined by a majority of those present and a statement of the purpose of the meeting. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called and notified.
Section 1. NUMBER AND TERM.
A Board of Directors will consist of the following six elected members: President, Vice-President, Secretary/Treasurer, and three others elected to staggered three-year terms. The term of office for president is two years; for Vice-President two years, for Secretary/Treasurer four years. In addition, the editor ofPhilosophy East and West, the editor of the newsletter (currently SACP Forum), and the program chairs will be ex-officio (non-voting) members. All elected members of the Board shall hold office until their successors are elected and qualify. Members of the Board of Directors shall be members of the Society and shall be elected by electronic or mail ballot. In the case of a tie vote, voting members will continue deliberating in an effort to break the tie. If this is not possible, the President will cast the deciding vote.
Section 2. POWERS OF THE BOARD OF DIRECTORS.
In addition to the powers and authorities by these Bylaws and the Articles of Association conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Association or by these Bylaws directed or required to be exercised or done by the members.
Section 3. REMOVAL OF DIRECTORS.
Any director may be removed from office at any time and another person may, unless otherwise provided, be elected in the director’s place to serve for the remainder of the term by the affirmative vote of a majority of the members at any special meeting of members called for the purpose. In case any vacancy so created shall not be filled by the membership at such meeting, such vacancy may, unless otherwise provided, be filled by the Directors as provided in Section 4 of this Article XI.
Section 4. VACANCIES.
Except as provided in Section 3 of this Article XI, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors attending a stated or special meeting called for that purpose. A director thus elected to fill any vacancy shall hold office for the unexpired term of the previous director and until a successor is elected and qualifies. In case of a temporary vacancy due to the sickness or disability of any director, the remaining directors, whether constituting a majority or a minority of the whole Board, may appoint some person as a substitute director who shall be a director during such absence or disability and until such director returns to duty. The determination of the Board of Directors, as shown on the minutes, of the fact of such absence or disability and the duration thereof shall be conclusive as to all persons and the corporation.
Section 5. MEETINGS. NOTICE.
The Board of Directors shall hold meetings at the call of the President or any two (2) directors as often as the business of the corporation may require. The Secretary shall give notice to each director of each meeting of the Board of Directors in writing, by mailing or delivering the same, at least two (2) days before the meeting, unless otherwise prescribed by the Board. The failure by the Secretary to give such notice or by any director to receive such notice shall not invalidate the proceedings of any meeting at which all the members shall be present, or where such notice shall be duly waived by all absentees, either before or after the holding of such meeting, provided quorum of directors is present. The first meeting of each newly elected Board shall be held al the place of each annual meeting of the membership immediately following such meeting, or at such place and time as shall be determined by the directors.
Section 6. QUORUM.
A majority of the number of directors fixed by Section I of this Article XI shall be necessary at all meetings to constitute a quorum for the transaction of business; but less than a quorum may adjourn any meeting, which may be held on a subsequent date without further notice, provided a quorum be present at such deferred meeting. At all meetings of the Board of Directors, each voting member shall be entitled to one vote.
Section 7. APPROVAL OF ACTS OF BOARD OF DIRECTORS.
Either through electronic mailing to the membership or at an annual or special meeting of the membership all acts and doings of the Board of Directors may be ratified and approved by the membership, and such ratification and approval shall be as valid and as binding upon the corporation and upon all the members as though it had been ratified and approved by every member of the corporation. No contract, agreement, undertaking or other transaction between this corporation and any other corporation shall be affected by the fact that some or all of the directors of this corporation are interested in or are directors or officers of such other corporation.
Section I. APPOINTMENT AND REMOVAL OF OFFICERS.
The officers of the corporation shall be a President elected to a two-year term, a Vice-President elected to a two-year term, and a Secretary/Treasurer elected to a four year term. They shall be elected by electronic or mail ballot and shall hold office until their successors are elected and qualify. One person may hold two (2) offices at the same time, except that the same person shall not hold the offices of President and Secretary at the same time. No person may hold more than two (2) offices at the same time. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board for cause, after that person is afforded a hearing before the Board, and such persons may at their own expense, be represented by counsel of their own choice. After the hearing, the Board shall vote by written ballot as to whether the person shall be removed. If a majority of the Board of Directors does not vote to sustain the removal of such person, the person shall continue in office.
Section 2. THE PRESIDENT.
The President shall preside at all meetings of members. The President shall be a member of the Board of Directors and shall preside at all meetings of the Board, shall have general supervision of the affairs and business of the corporation, shall make reports to the Board of Directors and members, and perform all such other duties as are incident to the office or are properly required by the Board of Directors.
Section 3. THE VICE-PRESIDENT.
The Vice-President shall work closely with the President and shall take on tasks and responsibilities as requested by the President. The Vice-President will be a member of the Board of Directors. In the extended absence or incapacity of the President, the Vice-President is expected to take on the responsibilities of the President.
Section 4. THE SECRETARY/TREASURER.
The Secretary shall issue notices for all meetings of the membership and the Board of Directors, shall keep minutes of all meetings, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incident to his office, or are properly required of him/her by the Board of Directors. The Secretary shall keep a membership database containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, and the time when they became the members of the corporation.
In the capacity as Treasurer, the Secretary/Treasurer shall have the custody of all moneys and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required an account of all the transactions as Treasurer and of the financial condition of the corporation. The Secretary/Treasurer shall perform all duties incident to his/her office or that are properly required by the Board of Directors.
Section 5. VACANCY, ABSENCE OR DISABILITY.
Vacancies in any office arising from any cause may be filled by the Directors at any special meeting. In the case of absence or disability to act of any officer of the corporation and of any person herein authorized to act in their place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or whom it may select.
Section 6. APPOINTMENT OF OTHER OFFICERS.
The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 1. PROGRAM COMMITTEE.
A Program Committee may be appointed by the President in consultation with the Board of Director. The Committee shall then be responsible for organizing programs and panels at the various meetings of the Society.
Section 2. NOMINATION COMMITTEE.
The Nomination Committee will consist of the three elected board members other than the President, Vice-President and Secretary/Treasurer. To fill vacancies on the Board, the Nomination Committee must submit at least two names for each position on the ballot, except in the case of President or Secretary/Treasurer, where only one name need be submitted.
Additional nominations to the ballot can also be made through the signatures of five members in good standing and the written acceptance of the nomination by the nominee as long as such papers are received by the Secretary/Treasurer according to the schedule set by the Nomination Committee. The Nomination Committee shall prepare and submit a list of candidates for the various offices to the membership at least thirty days prior to elections. It shall conduct all elections.
Section 3. PUBLICATION COMMITTEE.
The Publication Committee shall initiate proposals for the publication of books and monographs on Asian and comparative philosophy and support at its discretion, proposals submitted by members and shall seek in appropriate ways to promote the publication of scholarly materials.
Section 4. ADDITIONAL COMMITTEE AND BOARDS.
There shall be such additional committees and boards as the Board of Directors shall determine from time to time.
Section 1. FISCAL YEAR.
The fiscal year of the corporation shall be the calendar year, unless otherwise determined by resolution of the Board of Directors.
Section 2. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 1. PROPER PERSONS.
Except as otherwise provided in these Bylaws or by law, all written instruments of the corporation, including checks, drafts, notes, bonds, acceptances, deeds, leases, and contracts shall be signed by such person or persons as may be designated by resolution by the Board of Directors, and in the absence of any such instrument shall be signed by the President and by the Secretary/Treasurer.
Section 1. BOOKS, ACCOUNTS AND RECORDS.
The books, accounts and records of the corporation, except as may otherwise be required by the laws of the State of Washington, may be kept at such place or places as the Board of Directors may from time to time designate. The Board of Directors shall determine whether and to what extent the accounts and books of the corporation, or any of them, other than the member records (database) shall be open to the inspection of the membership or their authorized representatives, and no member shall have any right to inspect any account or books or document of the corporation, except as conferred by law or by resolution of the membership or directors.
Section l. AMENDMENTS, REPEAL OR ADOPTION.
These Bylaws may be amended or repealed and new Bylaws may be adopted, by the vote of a majority of the membership at a meeting duly called and held, the notice of which shall have stated that the purpose of the meeting is to consider the amendment or repeal or the Bylaws. Alternatively, those Bylaws may be amended by electronic or mail ballot by a majority of voting members. Notice of proposed amendments shall be given at least 30 days in advance.
Section I. NEW AND ADDITIONAL MEMBERS.
New and additional members may be elected to membership by a majority of the Board of Directors at any regular or special Board of Directors meeting.
The undersigned petitioners of SOCIETY FOR ASIAN AND COMPARATIVE PHILOSOPHY hereby certify that the foregoing Bylaws of said corporation were unanimously adopted at a Special Meeting held on October 1, 1969, at 10:00 o’clock at Honolulu, Hawaii.
Dated: Honolulu, Hawaii, this 1st day of October, 1969
Original Signed By: ELIOT DEUTSCH
1993 East-West Road
Original Signed By: KARL POTTER
Department of Philosophy
University of Minnesota
Original Signed By: CHUNG-YING CHENG
Department of Philosophy
University of Hawaii
Amended, April 3, 1970
Original Signed By:
Amended, March 1987
Original Signed By:
THOMAS P. KASULIS
Revised Bylaws incorporation
1970, 1987, and 1993 amendments prepared by
JOHN M. KOLLER, President, January 1993.
Changes made to reflect gender neutral language, September, 2002.
The undersigned petitioners of the Society for Asian and Comparative Philosophy were unanimously adopted at the General Business Meeting of the SOCIETY held at Asilomar, California, at 11:00 a.m., June 22, 2004.
Original Signed By: FRED DALLMAYR, President