1. General Rights and Powers.  The Advisory Board shall elect an Executive Board which shall have general power to control and manage the affairs and property of the Corporation in accordance with these Bylaws and the purposes of the Corporation.  The Executive Board, with approval from the Advisory Board (defined below) on certain issues, is responsible for overall policy and direction of the Corporation and may delegate responsibility for day-to-day operations to individual Executive Board Officers or to Members of the Advisory Board as defined in Article III, Section 5.  Specific powers of the Executive Board include but are not limited to undertaking all corporate responsibilities:

a)     defining the mission, goals, and objectives of the Corporation, and assigning priorities among the goals and objectives when needed;

b)    reviewing and approving, in conjunction with the Advisory Board, the Corporation’s budget;

c)     raising the financial resources required to meet the Corporation’s goals and objectives with the assistance of the Advisory Board and other members, and

d)    establishing general fund raising policies; and conducting an annual review and evaluation of the Corporation’s performance of the goals and objectives of highest priority.

2.   Number and Qualifications.  The number of Executive Board Officers shall be seven and shall consist of the President, Vice-President, Treasurer, Secretary, Immediate Past President, Graduate Student Representative, and one additional member (member at large) chosen as stated in Article III, Section 4 below. All members of the Executive Board are also members of the Advisory Board. Executive Board Officers need not be residents of the State of North Carolina.

3.  First Full Executive Board.  The individuals elected by the Corporation prior to its incorporation shall serve as Officers of the first full Executive Board until their elected term is completed. The first full Executive Board shall complete the organization of the corporation.

4.   Election and Term of Office of Executive Board Officers. With the exception of the member at large, to become an Executive Board Officer, a member of the Advisory Board or current Executive Board shall be nominated by the Nominating Committee and elected by a majority of the Advisory Board members. The Nominating Committee shall be comprised of the Immediate Past President (who will serve as chair of the committee), the President, and the Vice-President. The incoming President shall be responsible for choosing the member at large from the current Advisory Board membership. Every two years at the annual Advisory Board meeting, an Executive Board slate of nominations is presented to the Advisory Board members for election purposes. When no graduate student member of the Advisory Board is available for nomination to the Executive Board as Graduate Student Representative, the Nominating Committee shall identify a graduate student from among the Coalition membership to include in the Executive Board slate.  Once elected, Executive Board Officers shall serve for a term of two years, or until a successor is duly elected or appointed. For continuity in the Corporation’s operations, elected Executive Board Officers make a four-year commitment by agreeing to run for reappoint to the elected office or to run for another Executive Board Officer’s position after two years (i.e. President, then Past-President). Except as provided otherwise in these Bylaws, the term shall begin on April 15 following the election of the Executive Board Officers. Each Executive Board Officer shall hold office until their term expires; or until their death, resignation, removal, disqualification, or their successor has been elected or appointed. Any Executive Board Officer may resign at any time by giving written notice to the Executive Board. Any Executive Board Officer may be removed at any time with or without cause by two-thirds vote of the full Advisory Board. An Executive Board Officer who misses three consecutive meetings shall be automatically removed, but may be reinstated by a vote of a majority of the full Advisory Board for good cause shown. Vacancies occurring in the Executive Board may be filled by the remaining members of the Executive Board, even though less than a quorum, or by the members of the Advisory Board. An Officer elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

5.  Election and Term of Office of Advisory Board.

In addition to an Executive Board, the Corporation shall also have an Advisory Board with its own Members, two of whom must be graduate students at the time of election. Advisory Board members shall serve a three (3) year term, renewable for a second three-year term. Graduate student members of the Advisory Board may be re-elected for a second, two-year term, provided that they are still a graduate student at the time of re-election. If ineligible to run for re-election as a graduate student, they may apply to join the Advisory Board through regular processes.

At the annual meeting of the Advisory Board, the Executive Board Officers present a slate of potential Advisory Board Members for the Advisory Board to vote on. This slate adds and removes Advisory Board Members with a simple majority. To create this slate, the Vice-President queries the Advisory Board members annually to discern which members would like to resign and queries the entire Corporation membership for nominations to the Advisory Board.

The upper limit of the Advisory Board is 30 members (excluding ex-officio members) who participate and vote during the annual Advisory Board meeting at the Conference on College Composition and Communication, as well as occasionally by written consent throughout the year.

An Advisory Board member who misses two or more consecutive meetings, fails to fulfill obligations and responsibilities tied to committee appointments, and/or fails to maintain ongoing membership in the Corporation shall be automatically removed, but may be reinstated by a vote of a majority of the full Advisory Board for good cause shown. This annual meeting is open to all Corporation members, but only the regular Advisory Board members vote.  In addition to any duties and power conferred on it by the Executive Board, the Advisory Board shall attend Executive Board meetings and serve as mentors at Corporation sessions.  The designation of any committee and the delegation thereto of authority shall not relieve the Executive Board, or any member of the Executive Board, of any responsibility or liability imposed upon it or them by law.

5.1 Other Advisory Board Membership Roles

a) Ex-Officio Service Roles: After serving as a member in good standing for a minimum of nine years, Advisory Board members may choose to serve in an Ex-Officio capacity. Ex-Officio members shall not have voting privileges but may offer input and expertise. The number of Ex-Officio officers is not limited and is not counted as part of the Advisory Board limit.

b) Other Roles: Chairs of the Feminisms and Rhetorics conferences will also receive Ex-Officio status during their term as chairs. In addition, members serving in such roles as the Archivist/Historian, Peitho Web Coordinator, Director of Digital Media and Outreach, and the editor and associate editor of Peitho shall have Ex-Officio status for the duration of their roles. After they complete their terms, they may apply to join the Advisory Board through regular processes.

6.  Quorum and Voting.  Four members of the full Executive Board shall constitute a quorum for the transaction of any business.  Except as otherwise provided in these Bylaws, the vote of the majority of the Executive Board Officers present at the time of the vote, if a quorum is present at such time, shall be the act of the Executive Board. If at any meeting of the Executive Board there shall be less than a quorum present, the Executive Board Officers present may adjourn the meeting until a quorum is obtained. Approval of a transaction in which one or more Executive Board Officers have an adverse interest, and disclose this interest and recuse themselves from a vote as necessary, shall require a majority, not less than two, of the disinterested Executive Board Officers present, even though less than a quorum.

7.  Meetings.  Unless otherwise indicated, the Advisory Board, which includes members of the Executive Board, shall hold one annual meeting during the Conference on College Composition and Communication and one biennial meeting at Feminisms and Rhetorics, both in real time and open to all constituents. The meetings will be scheduled by the President, and Executive Board Officers will be notified by mail, telephone, e-mail or fax no less than two weeks in advance of the meeting. Special meetings of the Executive Board may be called by or at the request of the President or any three Executive Board Officers and may be held at appropriate times during the conferences/meetings of the Rhetoric Society of America, the International Society for the History of Rhetoric, the Speech Communication Association, the Modern Language Association, and/or other suitable organizations.  Notice must be given at least one week in advance by any usual means of communication to each member of the Executive Board, and any action taken at a special meeting shall be voidable upon a failure to obtain acknowledgment of receipt of notice from any member of the Executive Board.  Such notice need not specify the purpose for which the meeting is called.  Meetings may be held at any time without notice if all the Executive Board Officers are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing.  Action on specific items can be taken by the Executive Board by a mail ballot, or by similar usual means of communication, signed by a majority of the full Executive Board, except as otherwise provided in these Bylaws.  Roberts Rules of Order, as last revised, shall govern all meetings of the Executive Board, the Advisory Board, and the meetings of the entire membership of the Corporation. Attendance at meetings by the Executive Board and Advisory Board is expected; meetings are also open to any general membership who wishes to attend.

8.  Participation Other Than in Person.  Any one or more Executive Board Officers and/or Advisory Board Members may participate in a meeting of the Executive Board by means of a conference telephone or similar device that allows all persons participating in the meeting to hear each other, and a Executive Board Officer or Advisory Board Member who participates by such means shall be deemed present in person at such meeting.

9.  Waiver of Notice.  Any Executive Board Officer or Advisory Board Member may waive notice of any meeting.  The attendance by an Executive Board Officer or Advisory Board Member at a meeting shall constitute a waiver of notice of such meeting, except where an Executive Board Officer or Advisory Board Member attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Failure of an Executive Board Officer or Advisory Board Member who did not attend a meeting held without proper call or notice to file with the Secretary of the Corporation their written objection to the holding of the meeting or to any specific action taken promptly after having knowledge of the action taken and of the insufficiency of notice shall constitute ratification of the action taken at the meeting.

10.  Informal Action by Executive Board Officers and/or Advisory Board Members.  Any action that is required or permitted to be taken at a meeting of the Executive Board or the Advisory Board may be taken without a meeting if the action is taken by all Officers or Members, as applicable, or by a majority vote of the Officers or Members if all Officers or Members were given notice of the pending action and an opportunity to vote.  The action must be evidenced by one or more written resolutions signed by each Executive Board Officer or Advisory Board Member, as applicable, before or after such action, describing the action taken, and that Officer’s or Member’s vote. Such resolutions resolutions shall be included in the corporate minutes or filed with the corporate records.  Action taken as provided in this Section is effective when the last Executive Board Officer or Advisory Board Member, as applicable, signs the resolution, unless the resolution specifies a different effective date.  A resolution signed pursuant to this Section has the effect of a meeting vote and may be described as such in any document.

11.  Presumption of Assent.  An Executive board Officer or Advisory Board Member who is present at a meeting of their respective Board when corporate action is taken shall be deemed to have assented to the action taken unless that Officer or Member objects at the beginning of the meeting (or promptly upon that Officer’s or Member’s arrival) to holding it or transacting business at the meeting, unless that Officer’s or Member’s dissent or abstention from the action shall be entered in the minutes of the meeting or unless that Officer or Member shall file written notice of dissent or abstention to such action with the presiding officer of the meeting before the adjournment thereof or with the Corporation immediately after adjournment of the meeting.  Such right of dissent or abstention shall not apply to any Officer or Member who voted in favor of the action taken.

12.  Committees.

Ad Hoc Committees: The Executive Board, with the consent of the Advisory Board, may create committees which shall have and may exercise such powers as conferred or authorized by the resolutions creating them. The Executive Board President shall oversee the appointment of the chairpersons of all committees as consistent with the Corporation’s policies and procedures. Wherever possible and advisable, committees shall be comprised of a mix of Advisory Board members and general membership. Committees shall report regularly to the Executive Board.

Standing Committees: Standing Committees are established to take responsibility for programs and activities of a long-standing nature. The organization’s Standing Committees include

The Conference Committee.

The Conference Committee shall have as its goal to actualize antiracist, inclusive, accessible, affordable conferencing practices for the Feminisms and Rhetorics Conference and to create opportunities for information sharing and structural support that recognizes the labor involved in hosting the Feminisms and Rhetorics Conference and enables streamlined, consistent labor practices across conferences. The President, in consultation with the Executive Board, shall appoint members to the Conference Committee, keeping in mind the following guidelines.

To the extent possible, Conference Committee members should serve for 2-year term. The new Conference Committee would be instated approximately four months after the previous conference is held to begin preparation for the next conference.

Membership on the Conference Committee should represent the variety of organization members who participate in the Feminisms and Rhetorics Conference and should include, whenever possible,

• one representative from a past Feminisms and Rhetorics site hosting team,
• one graduate student,
• one non-tenure track faculty member,
• one tenure-track faculty member,
• one member of a future/potential Feminisms and Rhetorics site hosting team,
• one member of the Executive Board.

These membership roles can overlap. For instance, the tenure-track member might also be a member of the Executive Board, or the non-tenure track member might also be a future Feminisms and Rhetorics site hosting team member.

The Committee on Graduate Student Engagement.

The Committee on Graduate Student Engagement shall have as its goals the promotion of existing opportunities for graduate students within the organization, the cultivation of new opportunities that reflect the diversity of interests and backgrounds among graduate student members of the organization, and tracking graduate student participation/engagement in the organization.

The Committee on Graduate Student Engagement shall be co-chaired by the Graduate Student Representative on the Executive Board and a faculty member of the Advisory Board. The President, in consultation with the Executive Board, shall solicit a faculty volunteer from the Advisory Board to serve as co-chair and shall identify at least 3 volunteers from among the organization’s membership, including graduate students, to complete the committee’s roster.

With the exception of the Advisory Board Member co-chair, members of the Committee on Graduate Student Engagement shall serve 2-year terms, which can be renewed for one additional 2-year term. To ensure continuity, the Advisory Board Member co-chair shall serve a 3-year term, which can be renewed for one addition 3-year term.

13.  Limitations of Delegation.  In accordance with Section 55A-8-25(e) of the North Carolina Nonprofit Corporation Act, the Executive Board may not delegate to any committee the following powers:

a)  To authorize distributions;

b) To approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation’s assets;

c)  To elect, appoint or remove Officers, or fill vacancies on the Executive Board or on any committees of the Executive Board; and

d)  To adopt, amend or repeal the articles of incorporation or Bylaws of the Corporation.

14.   Compensation of Executive Board Officers, Advisory Board Members and Committee Members.  Executive Board Officers, Advisory Board Members and/or committee members shall not be compensated for their service except for reimbursement of reasonable expenses expended on behalf of or in service to the Corporation and which have been approved in advance by the President or the Executive Board, and only as allowed by law