Bylaws of the Council of Editors of Learned Journals, a Michigan Corporation 

I. NAME. The name of this organization shall be The Council of Editors of Learned Journals.

II. PURPOSE. The aims of the Council shall be to provide an organization of editors of learned journals devoted primarily but not exclusively to the study of language and literature and related humanistic disciplines for the purpose of:

1. discussing common editorial concerns, sharing editorial expertise (especially with new journal editors), and offering counseling service and advice to editors of troubled journals;

2. providing a mechanism for the achievement of a consensus of editors on public issues related to journal publication and for the dissemination (as the official representative body of editors) of that consensus;

3. offering recognition for outstanding achievement through awards of certificates of merit for literary and scholarly achievement, editorial service, innovative design, etc.

4. establishing liaison (through the initiative of the Board) with editors of journals in other disciplines.

III. TAX EXEMPT PURPOSES. The Corporation is, and will be, organized and operated exclusively for charitable purposes described in Section 501 (c) (6) of the Internal Revenue Code of 1986, as amended (the “Code”) which include but not limited to the improvement of the quality of life of students, citizens and businesses in the State of Michigan.

IV. ADMINISTRATION. The administration of the Council shall be in the hands of the Executive Director and elected officers consisting of the President, Vice President, Secretary, and Mentoring Coordinator. The elected officers shall constitute the Board, who appoints the Executive Director. The Executive Director serves as (non-voting) advisor to the Board and administers the Council's affairs from a home institution. This agreement and affiliated duties of the Executive Director is spelled out in a Memorandum of Understanding between CELJ and the home institution.

V. OFFICERS AND DIRECTORS--ELECTION

1. The President shall serve a two-year term following their election in December of odd-numbered years. The President shall also supervise the Executive Director’s maintenance of all financial and membership records.

2. The Vice President shall serve a two-year term following their election in December of odd-numbered years. The Vice President will normally be elected to succeed the outgoing President.

3. The Secretary and the Mentoring Coordinator shall serve three-year terms following their election in December every third year.

VI. DUTIES OF OFFICERS AND DIRECTORS

1. The President shall be chief executive officer, chair the annual meeting and board meetings, and be ex-officio member of all committees.

2. The Vice President shall assist the President, conduct the yearly CELJ contests, and fill out the remainder of a presidential term if the President resigns or dies.

3. The Secretary shall manage all membership communication; arrange, with the assistance of the Executive Director, any membership events held during conferences; record the minutes of annual and board meetings; provide content and announcements for the CELJ website and listserv.

4. The Mentoring Coordinator shall coordinate the “Chat with an Editor” and the “How to Get Published” sessions.

5. The Board shall meet at least once a year, receive grants, advise the President on appointments, serve as the nominating committee for the election of officers and directors, and assist the President in preparing the agenda for the annual meeting.

6. The Board shall be the Editorial Board for all publications of the Council.

7. Mediation shall be conducted by the Board.

8. The Board shall have sole authority to make contracts over $500.00.

VII. MEMBERSHIP. Membership is open to all editors and others involved in scholarly publication upon payment of annual dues.

VIII. VOTING. Voting shall occur on or before the annual meeting by the dues paying members in good standing as determined by the Board of Directors.

IX. MEETINGS OF THE CONFERENCE. Meetings of the Council shall be determined by the Board of Directors. In addition to the business meeting, the Council will sponsor a “How to Get Published” workshop, as well as one or two additional sessions devoted to issues and problems of interest to the membership.

X. AMENDMENTS TO THE BYLAWS. Amendments to these Bylaws may be proposed to the Secretary no later than two months prior to a vote. Any amendments so proposed shall be presented by the Executive Board to the active membership with recommendations for action. Amendments to the Bylaws shall be adopted only after receiving two-thirds of the vote of responding members in good standing (five percent of members in good standing will constitute a quorum).

XI. DISSOLUTION. In the event of the dissolution of the Corporation, all of the Corporation’s assets, real and personal, shall be distributed to such charitable organization or organizations as are described in Section 501 (c) (3) of the Code and are exempt from Federal income tax under Section 501 (a) of the Code, as the Board of Directors of the Corporation shall determine. Any such assets not so disposed of, for whatever reason, shall be disposed of by the order of the Circuit Court for the County of Wayne to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for charitable purposes.

Adopted August 30, 2022 by the CELJ Board of Directors