Proposed ASP Bylaws, Articles of Incorporation, and Professional Ethics Statement to be voted January 19 2021
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The Board of Directors has unanimously approved all three documents and now forwards them for your consideration.
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The Proposed New Bylaws (to REPLACE the former ASP Constitution)
| papyrologists_bylaws_2021-12-17_v4-final.pdf |
The Proposed Articles of Incorporation (the document to execute the incorporation)
| papyrologists_articles_of_incorporation_2021-12-12_v3-final.pdf |
The Proposed Professional Ethics Statement (referenced in the Bylaws)
| papyrologists_professional_ethics_statement_-2021-12-12_v.3-final.pdf |
Background: Discussions last year led (1) to a positive vote on various changes to the “Constitution”; (2) to a January conversation among membership and Board of the need for adjustments to what was voted into place in the 2021 Annual Meeting; and (3) to the formation of an ad hoc committee, chaired by Christelle Fischer-Bovet, to create a statement of Professional Ethics and to advise the Board on process and possible further changes to the Constitution. When we had in hand the report from the committee, the officers (Todd Hickey, Christelle, and myself) met with an attorney to review all this. The conversation led organically to a discussion of the legal standing of our society. As the lawyer, who is a specialist in non-profits, put it, we are highly eccentric in a legal sense. Non-profits that remain unincorporated are almost all either certain types of church that have an objection to the “corporation” designation, or homeowner associations and similar small groups with no real money or activities. He advised strongly that we (1) become incorporated, and (2) create bylaws that conform to normal standards. In that way, if we were to come before a court, we would be legally legible as an association to the attorneys and judge. This eccentric position has also routinely come up in establishing financial accounts – we are neither “personal” nor a “corporation” (business), which confuses those we interact with.
So, after some labor, and help from the lawyer, the officers have put together a set of bylaws with much legal boilerplate but also the custom details that match our Society. Christelle's ad hoc committee meanwhile has refined their Professional Ethics document, and has also had the chance to review the new bylaws. The notion, then, is that these two documents will REPLACE the barebones “Constitution” written in the early 1960s.
A question that will come up immediately is why we are proposing to incorporate in North Carolina. That’s a function of the attorney, my current position at Duke (which functions as the ASP mailing address), and, most importantly, that North Carolina is a plain vanilla state in which to incorporate, with no reporting requirements or the like. We can change the corporate operating address at any time, without consequence. Think of it along the lines of the many businesses that incorporate in Delaware but have headquarters all over. Another immediate question will be the additional Board members proposed. The attorney, again, thought it strange that we had financial trustees who were not part of the Board, and that made sense to us. In addition, Christelle’s committee recommended two special Board members to increase the range of profile among Board members.
William A. Johnson, ASP Secretary-Treasurer
So, after some labor, and help from the lawyer, the officers have put together a set of bylaws with much legal boilerplate but also the custom details that match our Society. Christelle's ad hoc committee meanwhile has refined their Professional Ethics document, and has also had the chance to review the new bylaws. The notion, then, is that these two documents will REPLACE the barebones “Constitution” written in the early 1960s.
A question that will come up immediately is why we are proposing to incorporate in North Carolina. That’s a function of the attorney, my current position at Duke (which functions as the ASP mailing address), and, most importantly, that North Carolina is a plain vanilla state in which to incorporate, with no reporting requirements or the like. We can change the corporate operating address at any time, without consequence. Think of it along the lines of the many businesses that incorporate in Delaware but have headquarters all over. Another immediate question will be the additional Board members proposed. The attorney, again, thought it strange that we had financial trustees who were not part of the Board, and that made sense to us. In addition, Christelle’s committee recommended two special Board members to increase the range of profile among Board members.
William A. Johnson, ASP Secretary-Treasurer