Dictionary Society of North America
Code of Regulations
dated 19 Jun 1991; amended 30 Dec 1992, 20 Mar 2005, 7 Jun 2015, 18 April 2021
The voting members of the Dictionary Society of North America (hereinafter DSNA or Corporation) have adopted this Code of Regulations for the government of the Corporation, the conduct of its affairs, and the management of its property, consistent with its Articles of Incorporation and pursuant to the provisions in Section 1702.11 of the Ohio Revised Code.
This Code of Regulations supersedes any and all previous constitutions of the DSNA. DSNA is recognized as a not-for-profit 501(c)(3) corporation under the federal Internal Revenue Code.
The Name of this Society shall be the Dictionary Society of North America.
A. Membership in the DSNA shall be open to any person interested in the purposes of the Corporation. These include fostering scholarly and professional activities relating to dictionaries, lexicography and lexicology. It shall carry these out by promoting the exchange of information and ideas among members by holding meetings, by encouraging research projects, by means of publications (newsletters, journals, bibliographies, directories and the like) and by any other appropriate means. Membership shall consist of those who have paid to the Executive Director of the Corporation the full current dues required by their category of membership.
B. The categories of membership are Regular, Joint (e.g., member and partner or spouse), Student, Retired, Life, and Institutional.*
1. Student membership is open to any person actively pursuing an academic degree. Applicants may be required to provide proof of student status.
2. Any member or other person approved for membership who has retired from the regular exercise of his/her profession may become a Retired member upon application to the Executive Director.
3. Any member distinguished for the study, making or collecting of dictionaries may be elected by the membership as a Fellow of the DSNA, upon recommendation of the Executive Board. The number of Fellows shall not exceed 15.
4. Any member resident in the United States or North America may become a Life member upon the one-time payment of a sum determined by the Executive Board. In all respects except annual dues payments Life members are as Regular members.
5. An Institutional member may be a corporation, a university or college, a library, a publisher, or similar entity.
C. On or before March 1 of every year or an alternative date set by the Executive Board, each member shall pay to the Executive Director the appropriate amount of dues. Failure to do so automatically terminates membership, provided that timely notice (45 days) has been sent to the member.
D. Regular, Joint, Student, Life, and Retired members, as well as Fellows, shall have the right to vote in the elections of the DSNA. Institutional members shall not have the right to vote.
III. OFFICERS, EXECUTIVE BOARD AND COMMITTEES
A. The officers of the DSNA shall be a President, a Vice-President, and an Executive Director. The Vice President shall also have the title of President-Elect.
1. The President and the Vice-President shall each serve a term of two years and shall not be eligible for reelection in those offices. The Vice-President shall also be President-Elect and shall succeed to the Presidency. The Executive Director shall serve for a term of four years and shall be eligible for re-election for two additional terms.
2. The President shall preside over the meetings of the DSNA and of the Executive Board. Subject to the approval of the Executive Board, the President shall appoint the members of such non-elective committees as are required. The President shall also present an annual report to the Corporation.
3. The Vice-President shall perform the functions of the President in the President’s absence or inability to serve. If a vacancy occurs in the position of Vice-President, the Board may fill the vacancy temporarily; it shall be filled permanently in the next election.
4. The Executive Director shall keep all the records of the Corporation. The Executive Director shall also prepare and circulate such publications as are not in the province of an editor, including agendas for meetings and the biennial report, and shall collect the dues and generally administer the financial affairs of the Corporation.
5. The Executive Board may appoint an Associate Executive Director to serve at the pleasure of the Board. The Associate Executive Director shall have such responsibilities as may be assigned by the Executive Director.
B. There shall be an Executive Board composed of the President, the Vice-President, the Executive Director, and four members-at-large. The immediate Past President shall be a non-voting member of the Executive Board. A majority of the members of the Board shall constitute a quorum, one of whom shall be the President or the Vice-President. The vote of a majority of those present shall constitute action by the Board. Other action may be taken by conference call or e-mail.
1. Two members (to be known as “members-at-large” of the Executive Board) shall be elected each biennium, to serve a term of four years. A member-at-large shall not be eligible for immediate re-election. If a vacancy occurs among the members-at-large, the Board may fill the vacancy temporarily; it shall be filled permanently in the next election.
2. The Executive Board shall determine policy, direct the Executive Director, and generally administer the affairs of the Corporation.
C. There shall be a Nominating Committee of four members, representative of the DSNA’s different interests.
1. Two members shall be appointed by the Executive Board each biennium for a term of four years.
2. The Nominating Committee shall elect its own chairperson.
3. The Nominating Committee shall nominate at least one person for each elective vacancy.
4. A ballot shall be submitted to the voting members of the DSNA not less than two months prior to every biennial meeting of the Corporation, commencing with the 2021 meeting.
A. There shall be a meeting of the DSNA at least every two years at a place and time determined by the Executive Board.
1. Special meetings of the DSNA may be called by the Executive Board or shall be called on petition of one-third of the membership.
2. Business which must be transacted may, in the absence of a regular or special meeting, be conducted by mail, telephone, or e-mail.
3. The Executive Director shall give notice of every meeting of the DSNA by mailing or delivering such notice to the usual postal or e-mail address of each member not less than four weeks prior to the time of the meeting.
4. Ten percent of the voting members in good standing shall constitute a quorum at all meetings. At every meeting of the DSNA at which a quorum is present, the Executive Board may act by or through a majority of those in attendance. If less than a quorum should be present at any such meeting, the meeting may be adjourned to such time and place as those present shall determine.
B. The host institution for any meeting shall be empowered by the decision of the Executive Board to appoint a Local Committee at its own discretion but in consultation with the Executive Board, and that Committee shall have the authority to select the papers presented at a particular meeting.
1. Only voting members of the DSNA may offer papers for presentation at a meeting.
2. The Program Committee may invite papers on specified topics from other appropriately qualified persons, but travel and other expenses will not be paid for such speakers from meeting fees or the DSNA annual budget.
A. An annual volume shall be published which shall contain at least a selection of the papers presented by members at meetings of the DSNA.
1. An Editor shall be appointed by the Executive Board to be responsible for the editorial form and content of each annual volume. The Editor shall serve for a term of two years and may be reappointed for up to five additional terms.
2. One or more Associate Editors may be appointed by the Editor, with the approval of the Executive Board.
B. A newsletter shall be published by the DSNA at least twice a year. The publication of this newsletter shall be the responsibility of the Executive Director, or of an Editor appointed by the Executive Board.
C. Other publications furthering the purposes of the DSNA may be published at the discretion of the Executive Board.
D. All members shall receive the regular publications of the DSNA.
A. Any proposed amendment to these regulations must be submitted in writing or electronically to the Executive Director and signed or agreed to by at least ten members of the DSNA.
B. The proposed amendment(s) shall be presented to the members on the same ballot as provided for the regular election of officers.
C. To be considered binding, an amendment must receive the approval of two-thirds of the members who vote.
Proposals to dissolve the DSNA shall be initiated and voted on in the same manner as amendments. In the event of the dissolution of the Dictionary Society of North America as a corporate entity, any assets remaining after the obligations of the DSNA have been paid shall be distributed to such not-for-profit, exempt organizations under Section 501 of the Internal Revenue Code of the United States of America, as it may be then amended, operated for scholarly or educational purposes similar to those of the Corporation, as the Executive Board shall elect.