Letter from the President and Bylaws Proposal

Dear member of the International James Joyce Foundation,

You may know that at its meeting in Antwerp, the Board of Trustees of the IJJF decided to appoint a committee to prepare a new version of the Foundation’s Bylaws. This had become necessary by the move of our office from Columbus, Ohio to Tulsa, Oklahoma: the “principal office” is mentioned in Article 1, section 2.  Since then, Jim LeBlanc (chair), Ellen Carol Jones and Ronan Crowley have prepared a document of this and other emendations that have been (digitally) discussed by the Board in the last few weeks. The proposed changes to the Bylaws have been cleared by our legal counsel.

According to Article IX, section 1 of our existing (old) Bylaws:

Section 1. Amendments to these bylaws shall be voted upon, by mail, by the full membership; approval will need a two-thirds majority of those voting. Amendments may be proposed by the Board of Trustees, or by petition signed by twenty or more Foundation members in good standing.

With this letter I want to invite you to give your approval to these changes. In this document the sections with proposed revisions are in bold. This includes the change of address and some other minor corrections and elucidations as well as these more important issues:

  1. Under Article IV: in response to a #metoo statement adopted at the meeting of the Board in Antwerp, a section 2 has been added that details the responsibilities of all members, with a Harassment Prevention Policy attached.
  2. Under Article V, section 3: the President will no longer appoint the vice-president; the election will be the responsibility of the Board of Trustees who will choose a candidate among current and past Trustees.
  3. Under Article V, section 6: the duties of the executive secretary have been described more explicitly.
  4. Under Article VI, section 2: the Board as a whole will ratify nominations for new Trustees, “taking into account breadth of support, activity in the Foundation, and geographic and gender balance.” This means that we will no longer distinguish between North-American and non-North-American nominations.

It is important to note that if these emendations are rejected by the members, it does not follow that the Foundation would not have a HPP. In fact the current Officers of the Board have already dealt with a complaint of harassment (at the Antwerp Symposium) and we did so in an appropriate and confidential manner. This is important, because I want to stress that even before the proposed changes to the Bylaws can take effect, we have a policy in place that has been vetted by our legal counsel.

With this letter I would like to invite all members of the International James Joyce Foundation to vote in favor of these emendations of the Bylaws. All current IJJF members will soon receive a ballot via the email address we have on record. Voting will begin on Friday, December 7 and close on Sunday, December 16. The amendments to the bylaws require approval by a two-thirds majority of all those voting. If you have have a question about your membership status, please feel free to contact the IJJF at ijjF@utulsa.edu.

In conclusion I want to thank the members of the Bylaws committee (Jim LeBlanc, Ellen Carol Jones and Ronan Crowley), the legal team (Bob Spoo, John Nyhan and Hillary Warren) and all the Trustees for their great help in this complex process.

Best wishes,

Geert Lernout

President of the IJJF


Bylaws of the International James Joyce Foundation

ARTICLE I

Name and Offices

Section 1. The name of this organization shall be the International James Joyce Foundation.

Section 2. The principal office of this Foundation shall be located at the Ohio State University, 164 W. 17th Avenue, Columbus, OH, USA.

Section 2. The principal office of this Foundation shall be located at the University of Tulsa, 800 S. Tucker Drive, Tulsa, OK 74104, USA; (918) 631-2000; ijjf@utulsa.edu.

Section 3. The Foundation may also have offices at such other places as the Board of Trustees may from time to time appoint or the business of the Foundation require. The Board may also select a different site for the principal office.

ARTICLE II

Purpose

Section 1. The purpose of this Foundation shall be to encourage scholarship, criticism, and study in regard to the life, work, and career of James Joyce, and to facilitate and coordinate ways in which people interested in his works–scholars, critics, teachers, students, and general readers–may meet together, correspond with each other, learn from one another, and help each other in achieving a greater appreciation and understanding of his work.

Section 2. No part of the Foundation’s income shall inure to the pecuniary benefit of any member, and none of its income shall be devoted to influencing legislation or circulating political propaganda.

Section 3. An important function of the Foundation shall be the sponsorship of the International James Joyce Symposium. The Board of Trustees shall determine the date and site of each Symposium. The President, subject to the approval of the Board of Trustees, shall appoint those responsible for directing and coordinating the Symposium.

ARTICLE III

Membership

Section 1. Any individual, business, educational institution, or corporation interested in the aims of the International James Joyce Foundation may join it.

Section 2. Membership in this Foundation shall be through payment of annual dues, according to schedules determined by the Board of Trustees.

Section 3. Membership in the Foundation may include a subscription to a Foundation newsletter, access to a Foundation listserv, or access to a website reserved for Foundation members only. Subscriptions to other periodicals or publications may also be included when determined by the Board of Trustees, according to a sliding scale of dues.

Section 4. Life membership in the Foundation may be conferred, by majority vote of the Board of Trustees, for extraordinary gifts or for extraordinary service to the Foundation or to Joyce studies. Such membership shall be open to all who qualify for any class of membership under these bylaws.

Section 5. Honorary membership in the Board of Trustees may be conferred, by majority vote of the Board of Trustees. An Honorary Trustee for Life is also granted a life membership in the Foundation.

Section 6. The officers of the International James Joyce Foundation reserve the right to terminate the membership of anyone found to have violated the rules, policies, and standards of the Foundation.

ARTICLE IV

Privileges and Responsibilities

Section 1. All members in good standing shall have the right to attend meetings, stand for office, participate in the Foundation’s activities and discussions, and receive all publications issued by the Foundation, in accordance with the scale of dues set by the Board of Trustees.

Section 2. The International James Joyce Foundation is committed to an environment in which all members are treated with respect and dignity. For more detailed guidelines on professional conduct within the International James Joyce Foundation, refer to the Harassment Prevention Policy.

ARTICLE V

Officers

Section 1. The officers of the Foundation shall be a President, a Vice President / President-Elect, and an Executive Secretary. All officers are ex officio members of the Board of Trustees.

Section 2. Officers shall serve without compensation. They shall be entitled to reimbursement for legitimate Foundation expenses.

Section 3. The President holds office for a term of four years. The President is elected as a Vice President / President-Elect by the sitting members of the Board of Trustees, from among present or past members of the Board. Nominations for Vice President / President-Elect will be sought from the Board of Trustees in the spring preceding the election-year Symposium. The offices of President and Vice President / President-Elect should reflect the global nature of Joyce studies and should strive for inclusive gender representation. After her or his term as Vice President / President-Elect expires, the Vice President / President-Elect automatically assumes the office of President. After her or his term as President expires, the President will serve ex officio on the Board for two years.

Section 4. The President shall call meetings and preside at them unless unable to do so. The President or her or his designee, such as the Executive Secretary, shall keep a record of monies received and dispersed and prepare an annual report of the Foundation’s finances, to be made public.

Section 5. The Vice President / President-Elect shall replace the President in the latter’s functions if the President is unable to perform them.

Section 6. The Vice-President is appointed by the President for the President’s term of office. Should a Vice-President be nominated as President-elect, the office of Vice-President will be open for two years. If the current President resides in North America, the Vice-President will be selected among Board members working outside the United States and vice-versa.

Section 6. The Executive Secretary will be appointed by the President and ratified by the Board as a whole.The Executive Secretary serves at the discretion of the President. and may be a member of the Board or ex officio after her or his regular term expires, again at the discretion of the President.The Executive Secretary, among other duties as requested by the President, Vice President / President-Elect, or Board of Trustees, shall handle duties related to membership, finances, and continuity of the Foundation. These duties include overseeing membership enrollments and Foundation scholarships; handling finances, such as the dispersal of funds and the filing of annual IRS forms; coordinating documentation and filings related to the Foundation’s incorporation; supervising Graduate Associates and any other staff members working for the Foundation; preserving all relevant documents of the Foundation.

Section 7. The President, the Vice President / President-Elect, and the Executive Secretary shall perform such duties as the Board of Trustees may request.

ARTICLE VI

Trustees

Section 1. A Board of Trustees shall advise the President on any pertinent matters and perform such functions as the bylaws shall direct. The Board consists of eighteen elected members, whose terms run for six years beginning immediately after the results of each biennial election have been announced. The terms are staggered to provide places for six new members at each biennial election. Adjustments to this schedule may be made as unforeseen vacancies occur. Members may not be nominated for a second term until they have been off the Board for two years. Members may not be nominated for consecutive terms but must spend two years off the Board before they can be nominated again.

Section 2. Nomination to the Board may be made by any current, enrolled member of the Foundation, and nominees must also be currently paid-up members of the Foundation. Nominations will be sought biennially in the spring preceding the International Symposium. The Board as a whole will ratify nominations and prepare the slate, taking into account breadth of support, activity in the Foundation, and geographic and gender balance.

Whenever possible, the Board will present to the membership a slate of at least twelve candidates, divided into two equal groups: North American and non-North American, six members chosen from each group. Whenever possible, the Board will present to the membership a slate of at least double the number of vacancies All Foundation members may vote in elections to the Board of Trustees. Elections will be held in the autumn following the biennial Symposium.

Section 3. A vacancy in any office, or in the Board, shall be filled for the remainder of the term by appointment by the Board of Trustees.

ARTICLE VII

Meetings of the Board of Trustees

Section 1. A meeting of the Board of Trustees shall be held at each International James Joyce Symposium. Special meetings may be called by the President or by two-thirds of the members of the Board of Trustees, for social and/or business purposes. Six members shall constitute a quorum for transaction of business.

ARTICLE VIII

Funds and Liabilities

Section 1. The funds of this Foundation shall be collected and dispersed by the President or the President’s designees, for the Foundation’s needs and lawful expenditures.

Section 2. No member of the Foundation shall be liable except for payment of dues.

ARTICLE IX

Parliamentary Procedures

Section 1. Amendments to these bylaws shall be voted upon by the full membership by mail, approval will need a two-thirds majority of those voting. Amendments may be proposed by the Board of Trustees, or by petition signed by twenty or more Foundation members in good standing.

Section 2. Business meetings shall be conducted according to Robert’s Rules of Order Revised.