Constitution

What follows is the text of the Constitution of the Tales after Tolkien Society as was ratified by online vote leading up to 1 September 2014 and since amended.

1. Name and purpose
1.1
The name of the organization shall be Tales After Tolkien Society, referred to in this document as “the Society” hereafter.

1.2
The purpose of the Society shall be to promote and foster all aspects of scholarship on medievalism and popular culture genres, by all lawful and appropriate means. To this end the Society shall endeavor to provide a forum for the conduct, communication, and promotion of research, the dissemination of news, and the exchange of ideas. It does so by: organizing themed sessions at appropriate conferences internationally, by publishing themed collections and journal issues as is practicable, by maintaining online communication forums including a blog and Facebook page.

1.3
The Society is a not-for-profit and unincorporated organization. It maintains no funds, charges no membership fees, and has no property.

2. Membership
2.1
Membership shall be to all interested individuals, upon request. All members shall have equal voting rights. Individuals must be placed upon a membership and mailing list, which shall be maintained by the Secretary, as provided for in point 4.1.4, below.

2.2
Membership ceases if an individual resigns membership by written request to the Secretary or is expelled from the Society per point 2.3, below.

2.3
Membership may be terminated at any time by unanimous agreement of the Committee, or by majority vote of the Committee at a properly convened meeting, for behavior the Committee deems detrimental to the aims, interests, or constitution of the Society.

2.3.1
The Secretary must inform members whose expulsion is being considered by the Committee that the Committee will convene to expel the member at least seven days before the Committee convenes to vote on expulsion. The member faced with possible expulsion will have the right to attend to meeting of the Committee convened for the purpose of considering the expulsion and to present evidence and testimony in the member’s own defense.

2.3.2
In the event that expulsion of a member of the Committee is proposed, the member of the Committee in question will be excluded from the Committee for the purposes of discussion of expulsion. The member in question will have the same rights as any other member of the Society pertaining to expulsion proceedings, following point 2.3.1, above.

3. Committee
3.1
There shall be a General Committee, consisting of the President, Secretary, Vice-Presidents, and Social Media Officer. One individual may hold no more than 2 offices within the Committee.

3.1.1
There shall be at least 2 Vice-Presidents, one for the USA, and one for the rest of the world, reflecting the international nature of the Society.

3.1.2
The addition of Vice-Presidents to the Committee will follow the process for amendment of the constitution, as provided for in point 7.1, below.

3.2
Committee members shall normally be elected at a properly convened Annual General Meeting (AGM), but may be appointed by the committee if an AGM is not practicable or at need.

3.2.1
Committee members appointed outside a properly convened AGM will serve in their appointed office only until such time as the next properly convened AGM, at which time they may be confirmed per normal voting procedures, or until a meeting convened for the purpose of confirmation.

3.2.2
Direct appointment may not be made to the office of President of the Society; the seniormost Vice-President may either succeed to the Presidency or may allow another Vice-President to do so. The Vice-President who so succeeds will in that event be replaced by appointment, following point 3.2, above.

3.3
The Committee shall co-ordinate the activities of the Society, and are the only members who may act on its behalf or represent themselves as doing so.

4. Office Holders
4.1
The Office-Holders shall be the members of the Committee, and their duties shall be 

4.1.1
President: whose duty it is to convene and chair Society meetings, to liaise with members, to be active in promoting the Society and its aims, and whose vote takes precedence in the event of Committee votes that are evenly divided among two or more positions.

4.1.2
Vice-President (At-large): whose duty it is to liaise with members, primarily outside the United States of America; to be active in promoting the Society and its aims; and to chair meetings in place of the President.

4.1.2.1
Given the broad scope of the duties of the Vice-President (At-large), the Vice-President (At-large) will be considered the seniormost Vice-President for all purposes.

4.1.3
Vice-President (USA): whose duty it is to liaise with members, primarily within the United States of America; to be active in promoting the Society and its aims; to chair meetings in place of the President or senior Vice-Presidents.

4.1.4
Secretary: whose duty it is to maintain a register of members and mailing list for them; to take minutes of meetings; and to circulate notice of meetings according to point 4.1, above.

4.1.5
Social Media Officer: whose duty it is to maintain the Society presence on Facebook and other forms of social media as deemed appropriate by the Committee.

4.2
The term of office for each Office-Holder will be three years, with the first term held to begin at the end of the first AGM held after the ratification of this Constitution (following point 8.1, below).

4.2.1
Office-Holders who are appointed outside of regular elections and are confirmed in their offices (following point 3.2.1, above) will continue in office until the end of the regular term of office.

4.2.2
At the AGM in 2018, the Society will elect Office-Holders to the following terms: the President for three years, the Vice-President (At-large) and the Secretary for two years, and the Vice-President (USA) for one year. After the terms beginning at the end of the 2018 AGM, the terms of office will resume their regular three-year duration.

4.2.2.1
The Social Media Officer’s term of office, having already been offset, is unaffected, but will be opened for election alongside the next election of the Vice-President (USA).

4.2.2.2
Hereafter, appointments or special elections to office made to fill resignations or other removals from office will extend only until the end of the regular term of office thereby filled.


5. Meetings
5.1
Where practicable, an AGM, open to all members, shall be held at the Kalamazoo ICMS. The Secretary shall inform members of the time and place of the AGM at least seven days before it is due to take place. The meeting shall be chaired by the President or a Vice-President as is practicable. Members may attend via Skype or conference call if practical. If facilities are limited, Committee members shall be given priority to access them.

5.2
An annual Committee meeting may be held in lieu of an AGM if necessary. Resolutions adopted by the Committee at such meetings will be binding until the next regular AGM, at which point they will be subject to ratification by simple majority vote of the members present at the AGM, or by a special meeting convened for the purpose of ratification.

5.3
The Committee may convene meetings in circumstances deemed of such a nature as admit of no delay in their negotiation, including but not limited to disciplinary measures pertaining to members of the Committee.

5.3.1
Non-disciplinary resolutions adopted at such meetings are to be considered binding until the next Business Meeting, at which they will be subject to ratification by simple majority vote of the members present at the Business Meeting.

5.4
All Society meetings may be held by conference call, Skype, or otherwise electronically as needed. The venue of the meeting will in no way diminish the obligation of the Secretary to inform the membership of the Society that the meeting is upcoming.

6.Legalities
6.1
The Society may, as a whole or as represented by the Committee, assert and establish governing documents subordinate to this Constitution if it is determined that such documents are in the interests of the Society and its aims.

6.2
The provisions of the Constitution of the Society or any subordinate governing documents in force among the Society will in no way be construed as contrary to laws applicable in the place in which the Society deems itself to be based.

7. Amendment
7.1
Amendments to the Constitution or Statement of Purpose of the Society following the initial ratification may only be ratified by a two-thirds majority vote with a quorum of five members, including Office Holders.

8.Ratification
8.1
The Constitution and Statement of Purpose of the Society shall be voted on by those present at the first annual Business Meeting (2014) in the first instance. It shall be ratified by a two-thirds majority vote of those persons.

Notice of any amendments to this document will be made below. The amendments themselves will be incorporated into the text above without comment to facilitate ease of reading.

On 2 August 2017, ratification of an amendment to add sections 4.2.2, 4.2.2.1, and 4.2.2.2 to the text of the Constitution was confirmed and the relevant text added.

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