CONSTITUTION OF THE ASSOCIATION FOR INFORMAL LOGIC AND CRITICAL THINKING
ARTICLE I – NAME
1. The name of this Association shall be the Association for Informal Logic and Critical Thinking, herein referred to as “the Association”.
ARTICLE II – PURPOSE
1. The purpose of the Association is to promote and improve the extent and quality of research into, and teaching of, informal logic and critical thinking at all levels; to facilitate the professional cooperation of its members; to sponsor, organize or support public and professional meetings of all sorts; to discuss the teaching, testing, and theory of informal logic and critical thinking; to sponsor the publication of desirable articles, reports, studies, collections, proceedings or monographs; and to support and cooperate with individuals or organizations concerned with the promotion and improvement of research into and teaching and testing of informal logic and critical thinking.
2. The Association is not organized for profit, and no part of its net earnings shall inure to the benefit of any officer or employer of the Association except that reasonable compensation may be paid for services rendered to and for the Association in connection with one or more of its purposes. The purposes of the Association are exclusively educational, literary and scientific. Purposes will be accomplished in a manner consistent with exemptions under section 501 (c) (3) of the Internal Revenue Code (U.S.A.).
3. No part of the net earnings of the Association shall inure to the benefit of or be distributed to its members, trustees, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Not withstanding any other provisions of the articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an association contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE III – MEMBERSHIP
1. Membership in the Association is open to any person, without regard to race, creed, colour, sex, or nationality, and to any organization, interested in and sympathetic to its purposes.
2. Persons and organizations become members of the Association when they file an appropriate membership application which is accompanied by the initial payment of membership dues. Membership is for one year, and is renewed each year upon payment of membership dues. The membership year is the calendar year in which membership dues are paid.
3. There shall be three types of membership in the Association:
(a) Regular Member: Any person sympathetic to the objectives of the Association, having filed an appropriate membership application and paid the Regular Member’s dues, shall be a Regular Member of the Association.
(b) Student Member: Any full or part time elementary, secondary, or undergraduate or graduate student sympathetic to the objectives of the Association, having filed an appropriate application, shall be a Student Member of the Association.
(c) Institutional Member: Any organization or institution (such as a school or a university department) sympathetic to the objectives of the Association, having filed an appropriate membership application and paid the Institutional Member’s dues, shall be an Institutional Member of the Association.
4. All members shall be entitled to the privileges of the Association as specified by this Constitution and the Board of Directors, except that only Regular Members may become Directors of the Association.
ARTICLE IV – DUES AND FINANCES
1. The Board of Directors of the Association shall determine the annual dues for each type of membership.
2. The Board of Directors of the Association shall determine compensation, if any, to be paid to the Officers and employees of the Association, but no member of the Board of Directors may vote on any question involving compensation to be paid to him or her.
3. The Board of Directors of the Association shall adopt an annual budget and shall give an annual financial report to the Association.
4. The Treasurer may not spend or reimburse more than an amount specified in the annual budget on any project or activity without approval by the Board of Directors.
5. All financial records shall be open to inspection by paid-up Association members within thirty days of providing written notice to the Treasurer.
6. Unless and until the Board of Directors of the Association shall set a different fiscal year, it shall begin on January 1 and end on December 31 of each year.
ARTICLE V – OFFICERS AND DIRECTORS
1. The Officers of the Association shall be the members of the Board of Directors and any person appointed by the Board of Directors to a designated position in the Association.
2. The President’s term shall be two years, renewable once. The President shall preside at meetings of the Association and at meetings of the Board of Directors. The President shall be the chief executive and operating officer of the Association, and shall supervise the day-to-day affairs of the Association. The President shall report annually to the Association on the Association’s activities during the previous year.
3. The Vice-President’s term shall be two years, renewable. The Vice-President shall assist the President, and in the event of the death, resignation, absence or disability of the President, shall exercise the powers and perform the duties of the President.
4. The Treasurer’s term shall be two years, renewable. In cooperation with the Board of Directors the Treasurer shall prepare an annual budget, and shall keep complete and accurate records of the Association’s finances, and prepare an annual financial report. The Treasurer shall collect annual dues and maintain accurate and up-to-date membership records of the Association.
5. The Board of Directors of the Association shall be composed of The Immediate Past-President, ex officio, for two years following his or her presidency, the President, the Vice-President, the Treasurer, and seven Regular Members of the Association elected for two years by a plurality of those members eligible to vote who vote by ballots received prior to or on the final date for voting. Note: The term “ballot” as used herein means printed ballot or electronic (email/website) ballot.
6. The Board of Directors is the governing body of the Association. It shall meet at least once a year. The time, place, and nature (electronic, postal mail, conference-call, face-to-face, or some combination of these) shall be determined by the Board, the goal being to secure the fullest participation possible within the limits of the Association’s finances and Directors’ interests. The face-to-face meetings of the Board shall be open for observation to any member of the Association, with the right to speak by invitation but not vote.
7. The Board of Directors shall be elected according to the following procedure. The Nominating Committee shall nominate at least one Regular Member for the position of President, at least one for Vice-President, at least one for Treasurer, and at least seven as Directors at large. The Nominating Committee shall inform the members of the Association of its nominees, invite further nominations and announce the dates (first and last) of the voting period in a notice sent to the membership not later than 60 days prior to the final date for voting. Other nominations are valid if signed by hand or electronically by the nominee and one other Regular member of the Association and received by the Chair of the Nominating committee 35 days prior to the final date for voting. If there are other nominees in addition to the Nominating Committee’s slate, then no later than 30 days prior to the final date for voting the Nominating Committee shall circulate the list of all contending nominees along with a brief biography of each nominee and a ballot to each member of the Association eligible to vote or shall arrange for said list and said biographies and a ballot to be posted on the Association’s website and shall inform the membership of the posting. All and only paid-up members of the Association shall be eligible to vote. (A student member may vote if he/she pays the membership fee in the year of the election.) Ballots received by the Chair of the Nominating Committee prior to or on the final date for voting will constitute the votes to determine the membership of the Board of Directors. If the Nominating Committee has nominated only one person for a position, and there are no other nominees for that position, that person shall be elected by acclamation to that position.
ARTICLE VI – LIABILITY
1. No member of the Association, or the Association itself, shall be responsible for any act done, or any liability incurred by, any officer of the Association, unless such action shall have been specifically authorized in accordance with the Constitution.
ARTICLE VII – COMMITTEES
1. There shall be a standing Recruitment Committee and a standing Nominating Committee, each to be chaired by a Director elected by the Board of Directors or by the committee.
2. The Board of Directors is authorized to establish temporary and other standing committees of the Association, with members, terms of office and mandates it may determine in order to carry out the purposes of the Association and the requirements of this Constitution.
ARTICLE VIII – DISSOLUTION
1. Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding sections of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the Association’s bank is then located exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IX – AMENDMENTS
1. Any proposed amendment to this constitution must be submitted to the President in writing or by email, signed by hand or electronically by at least five members of the Association. Within 60 days of receiving the proposed amendment, and not later than 30 days prior to the final date for voting on it, the President must circulate the proposed amendment and a ballot to each member of the Association and must announce the dates (first and last) of the voting period or must arrange for the proposed amendment and a ballot and an announcement of the dates of the voting period to be posted on the Association’s website and must inform the membership of the posting. A majority of two-thirds of the members voting by ballot prior to or on the final date for voting is required to pass an amendment to this Constitution.
ARTICLE X – BYLAWS
1. Bylaws of the Association may be adopted and amended. Proposed Bylaws and amendments to Bylaws must be submitted to the President in writing or by email, signed by hand or electronically by at least TWO DIRECTORS. The President must circulate the proposed Bylaw(s) or Bylaw amendment(s) and a ballot to each member of the BOARD WITHIN 30 days. A simple majority of the DIRECTORS voting by ballot is required to pass a Bylaw or Bylaw amendment of this Association.
ARTICLE XI – POWERS
1. The Association shall have the power to do any lawful act or thing reasonably necessary or desirable for carrying out the Association’s purposes, and for protecting the lawful rights and interests of its members iin connection therewith.
As amended in 2010.
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