LACUS/ALCÉU, Inc.
Linguistic Association of Canada and the United States (LACUS)
Association de Linguistique du Canada et des États-Unis (ALCÉU)
Bylaws
LACUS/ALCÉU (hereinafter LACUS) is a not-for-profit educational and scientific organization
incorporated in the State of Illinois for the purpose of promoting the scientific study of language.
LACUS is organized exclusively for educational and scientific purposes under section 501(c)(3)
of the United States Internal Revenue Code, or corresponding section of any future federal tax
code of the United States of America. LACUS espouses an interdisciplinary philosophy,
pursuing both theoretical and applied linguistics, and emphasizing no single theoretical bias. Its
official languages are English, French, and Spanish.
ARTICLE I: OFFICES
LACUS maintains in the State of Illinois a registered office and a registered agent at such office,
and may have other offices in Illinois or elsewhere.
ARTICLE II: MEMBERS
Section 1. Classes of Members. LACUS has four classes of members. The designation of such
classes and the qualifications of the members of each such class is as follows:
Student Members, Professional Members, and Institutional Members are jointly termed Sustaining Members. Sustaining membership is for a term of one year and is renewable upon payment of the annual membership fee set for each class by the board of directors.
The board of directors may, at its discretion, elect Honorary Life Members in the organization. It
may also from time to time elect Honorary Professional Members for a period of one year or
more.
Section 2. Attainment of Membership. Membership is automatically granted and in effect upon
receipt of an application from the prospective member, specifying the applicant’s full name,
address, desired (appropriate) membership class, and (when relevant) institutional affiliation,
along with full payment of the appropriate membership fee.
Section 3. Voting Rights. Each member in good standing is entitled to one vote on each matter
submitted to a vote of the members. Each member in good standing is entitled to vote in the
election of such officers of the organization as specified in Articles IV and V of these bylaws.
Such election of officers shall take place by email ballot on or about July 15 of each year.
Section 4. Termination of Membership. The membership of any member is terminated when
that member is in default in the payment of dues for the period fixed in Article X of these
bylaws.
Section 5. Resignation. Any member may resign by filing a written resignation with the
Secretary-Treasurer, but such resignation shall not relieve the member so resigning of the
obligation to pay dues or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former member and filed with the
Secretary-Treasurer, the board of directors may vote to reinstate such former member to
membership.
Section 7. Transfer of Membership. Except in the case of Institutional Members, membership in
LACUS is not transferable or assignable.
Section 8. No Membership Certificates. No membership certificates are required.
ARTICLE III: MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members is held and is entitled the n-th
LACUS Forum. Members are entitled to submit abstracts of scholarly papers which will be
considered for presentation at the annual Forum. A revised and peer-reviewed selection of papers
so presented shall appear annually in the published proceedings of the organization,
entitled LACUS Forum N.
Section 2. Business Meeting. At the time of the annual meeting, the board of directors may call a business meeting of the members present for the transaction of such business as the board of
directors deems appropriate. Any matter to be voted upon by the membership, however,
including the election of officers, shall be submitted to the entire membership by email ballot.
Section 3. Place of Meeting. The board of directors may designate any place as the place of
meeting for any annual meeting. Normally the place of meeting shall alternate between the
United States and Canada.
Section 4. Voting. Each member entitled to vote in the affairs of LACUS as specified in Article
II of these by laws shall receive an email ballot not less than ten nor more than forty-five days
from the date ballots are due to be returned. On any issue requiring affirmation by the
membership of a proposition duly recommended by the board of directors, all unreturned ballots
shall be counted as affirmative votes (cf. Article XII below). The election of directors and
officers of the organization and any issue requiring a choice between two or more alternatives
shall be decided by majority vote of all ballots returned by members in good standing unless
otherwise specified by these bylaws.
Mail ballots for election of directors and officers shall list the candidates nominated by the
nominating committee and shall have provisions for write-in votes for each office with an
appropriate explanation. If ten percent or more of the ballots returned have the same name
written in for any given office, there shall be a special run-off election for that office by email
ballot. Write-in candidates must be LACUS members in good standing and must agree to run.
Section 5. Petition by Members. Upon petition by twenty per cent of the members in good
standing, an email ballot is sent to the entire membership for a vote and comments on any issue
which the board of directors shall deem to be consistent with the purposes and aims of LACUS.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. General Powers. The affairs of LACUS are managed by its board of directors.
Section 2. Number, Tenure, and Qualifications. All members of the board of directors must be
members in good standing of LACUS. The members of the board of directors are of up to three
classes, founding, regular, and officer. The founding directors shall consist initially of the seven
directors identified as founding members at the end of these bylaws. A founding director shall
continue to serve as long as he/she is a member of LACUS. No new founding directors are added
to the board. Regular directors are nominated by the nominating committee and are elected by
email ballot of the membership in good standing, as specified in Article II of these bylaws, two a
year for terms of three years each, so that there are six regular directors at any one time. Each
regular director shall hold office until a successor shall have been elected and taken office. The
results of elections are announced to the membership at the annual Forum following the election
and the newly elected directors take office at the close of the meeting. The president, the vice
president (who is president-elect), the chair of the board, the program chair, the director of
communication, the director of publications, and the secretary-treasurer of the organization are
officer directors (see Article V below) during their terms of office. Founding, regular, and officer
directors are voting members of the board of directors, but any officer director who is also a founding director shall have but one vote. If a regular director becomes an officer director, the
position of regular director becomes vacant to be filled as provided in Section 6 below. The chair
of the annual meeting organizing committee shall be an ex officio member of the board of
directors, without vote, from the time of appointment through the time of the meeting. The
number of directors may be decreased to not fewer than three or increased to any number from
time to time by amendment of this section.
Section 3. Regular Meetings. A regular annual meeting of the board of directors shall be held
immediately before or during, and at the same place as, the annual meeting of members.
Section 4. Quorum. A majority of the voting members of the board of directors shall constitute a
quorum for the transaction of business at any meeting of the board. Each member of the board of
directors is entitled to authorize another member of the board to act by proxy if that member is
unable to attend a meeting of the board. No such proxy shall be valid after eleven months unless
otherwise provided in the proxy.
Section 5. Manner of Acting. The act of a majority of the voting members of the board of
directors present at a meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by statute or these bylaws.
Section 6. Vacancies. Any vacancy occurring in the board of directors, or any directorship to be
filled by reason of an increase in the number of directors, shall be filled by the board of directors
unless a statute or these bylaws provide that a vacancy or a directorship so created shall be filled
in some other manner, in which case such provision shall control. A director appointed to fill a
vacancy shall serve for the balance of the unexpired term.
Section 7. Compensation. Directors shall not receive any salaries for their services, but by
resolution of the board of directors a fixed sum and expenses of attendance, if any, may be
allowed for each regular or special meeting of the board, provided that nothing herein contained
shall be construed to preclude any director from serving LACUS in any other capacity and
receiving reasonable compensation therefor.
ARTICLE V: OFFICERS
Section 1. Officers. All officers must be members in good standing of LACUS. The officers of
LACUS are a president, a vice president/president-elect, a board chair, a director of publications,
a program chair, a director of communication, and a secretary-treasurer, plus such other officers
as may from time to time be designated by the board of directors. Officers whose authority and
duties are not prescribed in these bylaws shall have the authority and perform the duties
prescribed from time to time by the board of directors.
Section 2. Election and Term of Office. The president and vice president/president-elect are
nominated annually by the nominating committee, and shall be elected by majority vote of the
membership in good standing and voting, as specified in Article III of these bylaws. The board
chair, the program director, the secretary-treasurer, the director of communication, and the
director of publications are elected for terms of three years by the board of directors from among the membership of LACUS at the regular annual meeting of the board of directors. Such other
officers as may be designated by the board of directors shall be elected annually by the board of
directors. Vacancies in any office may be filled by the board of directors as they occur. Each
officer shall hold office until a successor shall have been duly elected and qualified, and
announcement thereof made to the membership or until death or resignation or removal in the
manner hereinafter provided. Election of an officer shall not of itself create contract rights.
Section 3. Removal. Any founding director or any officer elected or appointed by the board of
directors may be removed by a two thirds majority vote of the board of directors whenever in its
judgment the best interests of LACUS would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any officer elected by
the membership at large can only be removed from office by two thirds majority vote of the
entire membership in good standing. Such balloting may be instituted by the board of directors or
upon petition of twenty per cent of the members in good standing.
Section 4. President. The president shall be an established scholar in the field of linguistics or a
related discipline. The president shall give the annual presidential address at the LACUS forum
at the end of the year in office, shall be an officer director with full voting rights during the year
in office, and shall preside at all meetings of the members.
Section 5. Vice President/President-Elect. The vice president/president-elect shall be an
established scholar in the field of linguistics or a related discipline. The vice president/president-elect shall assist the president in the discharge of duties as the president may direct and shall
perform such other duties as from time to time may be assigned by the president or by the board
of directors. In the absence of the president or in the event of the president's inability or refusal to
act, the vice president/president-elect shall perform the duties of the president and when so
acting shall have all the powers of and be subject to all the restrictions upon the president. The
vice president/president-elect shall be an officer director with full voting rights during the year in
office.
Section 6. Chair of the Board of Directors. The chair of the board of directors shall be the
principal executive officer of LACUS. The duties of this officer are as follows: to be in charge of
the business and affairs of LACUS; to see that the resolutions and directives of the board of
directors are carried into effect, except in those instances in which that responsibility is assigned
to some other person by the board of directors; to execute for LACUS any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has authorized to be
executed, either under or without the seal of LACUS and either individually or with the
secretary-treasurer or any other officer thereunto authorized by the board of directors according
to the requirements of the form of the instruments, except in those instances in which the
authority to execute is expressly delegated to another officer or agent of LACUS or a different
mode of execution is expressly prescribed by the board of directors or these bylaws; to negotiate
contracts and see to it that contractual obligations are met; to preside at all meetings of the board
of directors; to lead the board in long-range planning; to facilitate activities of the board during
periods between board meetings; to prepare the agenda for the board meetings in consultation
with the secretary-treasurer; to receive reports addressed to the board of directors; to supervise
the updating of statements of policies and procedures by the secretary-treasurer to reflect board decisions; and to report at board meetings the activities that the board has undertaken since the
last meeting. The chair shall be an officer director with full voting rights.
Section 7. Secretary-Treasurer. The secretary-treasurer is the principal accounting and financial
officer of LACUS. The duties of the secretary-treasurer are to (a) have charge of and be
responsible for the maintenance of adequate books of account for LACUS; (b) have charge and
custody of all funds and securities of LACUS, and be responsible therefor, and for the receipt
and disbursement thereof; (c) record the minutes of the meetings of the members and of the
board of directors in one or more books provided for that purpose; (d) see that all notices are
duly given in accordance with the provisions of these bylaws or as required by law; (e) be
custodian of the corporate records and of the seal of LACUS; (f) construct and maintain an upto-
date manual of policies and procedures of LACUS, under the direction of the board, to be kept
as part of the corporate records along with the minutes; (g) keep a register of the email address
and, when appropriate, of the institutional affiliation of each member which shall be furnished to
the secretary-treasurer by such member; and (h) perform all duties incident to the office of
secretary-treasurer and such other duties as from time to time may be assigned by the chair or by
the board of directors. The secretary-treasurer shall be an officer director with full voting rights.
Section 8. Other Officers. The duties and responsibilities of the Program Chair, the Director of
Communication, and the Director of Publications are designated and assigned by the board of
directors.
ARTICLE VI: COMMITTEES
Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority
of the directors in office, may designate one or more committees each of which shall consist of
two or more directors, which committees, to the extent provided in said resolution and not
restricted by law, shall have and exercise the authority of the board of directors in the
management of LACUS; but the designation of such committees and the delegation thereto of
authority shall not operate to relieve the board of directors, or any individual director, of any
responsibility imposed by law.
Section 2. Standing Committees. The board of directors may designate by resolution adopted by
a majority of the voting members of the board of directors present at a meeting at which a
quorum is present, or by a majority vote by email or of the voting members if the board of
directors, one or more standing committees to advise the board and assist the program director,
the director of publications, and the secretary-treasurer in their duties. A standing committee
shall consist of two directors, one of whom shall serve as chair; at least two members in good
standing from the general membership; and the chair and the secretary-treasurer as ex officio
members. Committee members are appointed by the board of directors for one year and may be
reappointed. Each standing committee shall submit to the chair of the board of directors a written
annual report in time for it to be distributed to all the members of the board of directors at least
one month before or at the annual meeting.
Section 3. Nominating Committee. At its regular annual meeting the board of directors shall
designate four members of LACUS to serve as a nominating committee for the following year. At least one member of the nominating committee shall be a member of the board of directors
and shall serve as chair of the committee. The duties of the nominating committee shall consist
of nominating two members of LACUS for the three-year term of regular director. The
nominating committee shall also nominate members of LACUS to serve as president and vice
president/president-elect of the organization in accordance with Article V of these bylaws.
Section 4. Annual Meeting Organizing Committee. At its annual meeting, the board of directors
shall select a site for the following year's annual meeting, and shall designate one member of
LACUS to act as chair of the annual meeting organizing committee at the meeting site. Such
local organizer may select other members of LACUS to assist in making local arrangements, and
any such members so selected shall constitute the annual meeting organizing committee. The
chair of the annual meeting organizing committee shall be an ex officio member of the board of
directors, but without voting rights, during the term of office. The chair of the annual meeting
organizing committee may be designated by the chair of the board and the director of
publications in consultation with the board of directors as Forum volume editor for that year. The
Forum volume editor must enter into a written agreement with the series editors for the timely
delivery of the completed manuscript.
Section 5. Other Committees. Other committees not having and exercising the authority of the
board of directors in LACUS may be designated by a resolution adopted by a majority of the
voting members of the board of directors present at a meeting at which a quorum is present or by
a majority vote by email of the voting members of the board of directors. Except as otherwise
provided in such resolution, members of each such committee shall be members of LACUS and
the chair of the board of LACUS shall appoint the members thereof. Any member thereof may
be removed by the person or persons authorized to appoint such member whenever in their
judgment the best interests of LACUS shall be served by such removal.
ARTICLE VII: CHECKS, DEPOSITS, AND FUNDS
Section 1. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of LACUS shall be signed by such
officer or officers, agent or agents of LACUS and in such manner as shall from time to time be
determined by resolution of the board of directors. In the absence of such determination by the
board of directors, such instruments shall be signed by the secretary-treasurer.
Section 2. Deposits. All funds of LACUS shall be deposited from time to time to the credit of
LACUS in such banks, trust companies, or other depositories as the board of directors may
select.
Section 3. Gifts. The board of directors may accept on behalf of LACUS any contribution, gift,
bequest or devise for the general purpose or for any special purpose of LACUS.
ARTICLE VIII: BOOKS AND RECORDS
LACUS shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record
giving the names and addresses of the members entitled to vote. All books and records of LACUS may be inspected by any member, or any member's agent or attorney, for any proper
purpose at any reasonable time.
ARTICLE IX: FISCAL YEAR
The fiscal year of LACUS begins on 1 July of each year.
ARTICLE X: DUES
Section 1. Annual Dues. The board of directors shall adjust from time to time the amount of
annual dues payable to LACUS by members of each class, and the amount of the one-time Life
Membership Fee.
Section 2. Payment of Dues. Dues are payable in advance on the first day of July in each year.
Dues of a new member shall be applicable to the fiscal year during which the new member joins
or the fiscal year of the first meeting attended by such new member unless an earlier beginning
year is specifically requested.
Section 3. Default and Termination of Membership. When any member of any class shall be in
default in the payment of dues for a period of six months from the beginning of the period for
which such dues become payable, membership may thereupon be terminated by the board of
directors in the manner provided in Article II of these bylaws. A member who is in default in the
payment of dues shall not be considered a member in good standing and shall not be entitled to
vote in the affairs of LACUS.
ARTICLE XI: SEAL
The corporate seal shall have inscribed thereon the name of LACUS and the words "Corporate
Seal, Illinois".
ARTICLE XII: AMENDMENTS
The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of
directors. Any change in the bylaws shall be submitted to the membership for comment and a
favorable/unfavorable vote before such changes take effect. The vote of the membership shall not, however, be binding upon the board of directors, though the comments and level of support for the changes may move the board to reconsider or revise them. As provided in Article III, Section 5, of these bylaws, twenty per cent of the members in good standing may submit proposed changes in the bylaws to the board of directors and ask the board to consult and poll the membership in the matter.
We the undersigned founding members of the Board of Directors of LACUS, The Linguistic
Association of Canada and the United States, have approved these bylaws this first day of July 1975.
Adam Makkai, Jean-Luc Garneau, Valerie Becker Makkai, Peter A. Reich,
John Peter Maher, Robert J. DiPietro, Fred C. C. Peng
Approved by the membership of LACUS by mail ballot, as certified by the Board of Directors on
5 August 1975.
Subsequently amended by the Board of Directors on 9 August 1978, 11 August 1980, 20 August 1988, 3 August 1999, and 31 July 2017. Approved by the membership of LACUS by mail ballot 25 November 1978 and 15 March 1981, and by email ballot 20 July 2001 and 18 September 2017. Present amended version approved by the Board of Directors on 23 July 2018 and sent to membership for comment and approval/non-approval in August 2018.
incorporated in the State of Illinois for the purpose of promoting the scientific study of language.
LACUS is organized exclusively for educational and scientific purposes under section 501(c)(3)
of the United States Internal Revenue Code, or corresponding section of any future federal tax
code of the United States of America. LACUS espouses an interdisciplinary philosophy,
pursuing both theoretical and applied linguistics, and emphasizing no single theoretical bias. Its
official languages are English, French, and Spanish.
ARTICLE I: OFFICES
LACUS maintains in the State of Illinois a registered office and a registered agent at such office,
and may have other offices in Illinois or elsewhere.
ARTICLE II: MEMBERS
Section 1. Classes of Members. LACUS has four classes of members. The designation of such
classes and the qualifications of the members of each such class is as follows:
- Student Member. Open to persons engaged in full time study leading to an undergraduate or graduate degree in the field of linguistics or a related discipline.
- Professional Member. Open to all other individuals engaged in or interested in the study of language.
- Institutional Member. Open to libraries, schools, and other institutions. Institutional Members are not voting members, and wherever these bylaws speak of members in the context of voting, institutional members are excluded.
- Life Member. Open to any professional member upon payment of the Life Membership Fee set by the board of directors.
Student Members, Professional Members, and Institutional Members are jointly termed Sustaining Members. Sustaining membership is for a term of one year and is renewable upon payment of the annual membership fee set for each class by the board of directors.
The board of directors may, at its discretion, elect Honorary Life Members in the organization. It
may also from time to time elect Honorary Professional Members for a period of one year or
more.
Section 2. Attainment of Membership. Membership is automatically granted and in effect upon
receipt of an application from the prospective member, specifying the applicant’s full name,
address, desired (appropriate) membership class, and (when relevant) institutional affiliation,
along with full payment of the appropriate membership fee.
Section 3. Voting Rights. Each member in good standing is entitled to one vote on each matter
submitted to a vote of the members. Each member in good standing is entitled to vote in the
election of such officers of the organization as specified in Articles IV and V of these bylaws.
Such election of officers shall take place by email ballot on or about July 15 of each year.
Section 4. Termination of Membership. The membership of any member is terminated when
that member is in default in the payment of dues for the period fixed in Article X of these
bylaws.
Section 5. Resignation. Any member may resign by filing a written resignation with the
Secretary-Treasurer, but such resignation shall not relieve the member so resigning of the
obligation to pay dues or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former member and filed with the
Secretary-Treasurer, the board of directors may vote to reinstate such former member to
membership.
Section 7. Transfer of Membership. Except in the case of Institutional Members, membership in
LACUS is not transferable or assignable.
Section 8. No Membership Certificates. No membership certificates are required.
ARTICLE III: MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members is held and is entitled the n-th
LACUS Forum. Members are entitled to submit abstracts of scholarly papers which will be
considered for presentation at the annual Forum. A revised and peer-reviewed selection of papers
so presented shall appear annually in the published proceedings of the organization,
entitled LACUS Forum N.
Section 2. Business Meeting. At the time of the annual meeting, the board of directors may call a business meeting of the members present for the transaction of such business as the board of
directors deems appropriate. Any matter to be voted upon by the membership, however,
including the election of officers, shall be submitted to the entire membership by email ballot.
Section 3. Place of Meeting. The board of directors may designate any place as the place of
meeting for any annual meeting. Normally the place of meeting shall alternate between the
United States and Canada.
Section 4. Voting. Each member entitled to vote in the affairs of LACUS as specified in Article
II of these by laws shall receive an email ballot not less than ten nor more than forty-five days
from the date ballots are due to be returned. On any issue requiring affirmation by the
membership of a proposition duly recommended by the board of directors, all unreturned ballots
shall be counted as affirmative votes (cf. Article XII below). The election of directors and
officers of the organization and any issue requiring a choice between two or more alternatives
shall be decided by majority vote of all ballots returned by members in good standing unless
otherwise specified by these bylaws.
Mail ballots for election of directors and officers shall list the candidates nominated by the
nominating committee and shall have provisions for write-in votes for each office with an
appropriate explanation. If ten percent or more of the ballots returned have the same name
written in for any given office, there shall be a special run-off election for that office by email
ballot. Write-in candidates must be LACUS members in good standing and must agree to run.
Section 5. Petition by Members. Upon petition by twenty per cent of the members in good
standing, an email ballot is sent to the entire membership for a vote and comments on any issue
which the board of directors shall deem to be consistent with the purposes and aims of LACUS.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. General Powers. The affairs of LACUS are managed by its board of directors.
Section 2. Number, Tenure, and Qualifications. All members of the board of directors must be
members in good standing of LACUS. The members of the board of directors are of up to three
classes, founding, regular, and officer. The founding directors shall consist initially of the seven
directors identified as founding members at the end of these bylaws. A founding director shall
continue to serve as long as he/she is a member of LACUS. No new founding directors are added
to the board. Regular directors are nominated by the nominating committee and are elected by
email ballot of the membership in good standing, as specified in Article II of these bylaws, two a
year for terms of three years each, so that there are six regular directors at any one time. Each
regular director shall hold office until a successor shall have been elected and taken office. The
results of elections are announced to the membership at the annual Forum following the election
and the newly elected directors take office at the close of the meeting. The president, the vice
president (who is president-elect), the chair of the board, the program chair, the director of
communication, the director of publications, and the secretary-treasurer of the organization are
officer directors (see Article V below) during their terms of office. Founding, regular, and officer
directors are voting members of the board of directors, but any officer director who is also a founding director shall have but one vote. If a regular director becomes an officer director, the
position of regular director becomes vacant to be filled as provided in Section 6 below. The chair
of the annual meeting organizing committee shall be an ex officio member of the board of
directors, without vote, from the time of appointment through the time of the meeting. The
number of directors may be decreased to not fewer than three or increased to any number from
time to time by amendment of this section.
Section 3. Regular Meetings. A regular annual meeting of the board of directors shall be held
immediately before or during, and at the same place as, the annual meeting of members.
Section 4. Quorum. A majority of the voting members of the board of directors shall constitute a
quorum for the transaction of business at any meeting of the board. Each member of the board of
directors is entitled to authorize another member of the board to act by proxy if that member is
unable to attend a meeting of the board. No such proxy shall be valid after eleven months unless
otherwise provided in the proxy.
Section 5. Manner of Acting. The act of a majority of the voting members of the board of
directors present at a meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by statute or these bylaws.
Section 6. Vacancies. Any vacancy occurring in the board of directors, or any directorship to be
filled by reason of an increase in the number of directors, shall be filled by the board of directors
unless a statute or these bylaws provide that a vacancy or a directorship so created shall be filled
in some other manner, in which case such provision shall control. A director appointed to fill a
vacancy shall serve for the balance of the unexpired term.
Section 7. Compensation. Directors shall not receive any salaries for their services, but by
resolution of the board of directors a fixed sum and expenses of attendance, if any, may be
allowed for each regular or special meeting of the board, provided that nothing herein contained
shall be construed to preclude any director from serving LACUS in any other capacity and
receiving reasonable compensation therefor.
ARTICLE V: OFFICERS
Section 1. Officers. All officers must be members in good standing of LACUS. The officers of
LACUS are a president, a vice president/president-elect, a board chair, a director of publications,
a program chair, a director of communication, and a secretary-treasurer, plus such other officers
as may from time to time be designated by the board of directors. Officers whose authority and
duties are not prescribed in these bylaws shall have the authority and perform the duties
prescribed from time to time by the board of directors.
Section 2. Election and Term of Office. The president and vice president/president-elect are
nominated annually by the nominating committee, and shall be elected by majority vote of the
membership in good standing and voting, as specified in Article III of these bylaws. The board
chair, the program director, the secretary-treasurer, the director of communication, and the
director of publications are elected for terms of three years by the board of directors from among the membership of LACUS at the regular annual meeting of the board of directors. Such other
officers as may be designated by the board of directors shall be elected annually by the board of
directors. Vacancies in any office may be filled by the board of directors as they occur. Each
officer shall hold office until a successor shall have been duly elected and qualified, and
announcement thereof made to the membership or until death or resignation or removal in the
manner hereinafter provided. Election of an officer shall not of itself create contract rights.
Section 3. Removal. Any founding director or any officer elected or appointed by the board of
directors may be removed by a two thirds majority vote of the board of directors whenever in its
judgment the best interests of LACUS would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any officer elected by
the membership at large can only be removed from office by two thirds majority vote of the
entire membership in good standing. Such balloting may be instituted by the board of directors or
upon petition of twenty per cent of the members in good standing.
Section 4. President. The president shall be an established scholar in the field of linguistics or a
related discipline. The president shall give the annual presidential address at the LACUS forum
at the end of the year in office, shall be an officer director with full voting rights during the year
in office, and shall preside at all meetings of the members.
Section 5. Vice President/President-Elect. The vice president/president-elect shall be an
established scholar in the field of linguistics or a related discipline. The vice president/president-elect shall assist the president in the discharge of duties as the president may direct and shall
perform such other duties as from time to time may be assigned by the president or by the board
of directors. In the absence of the president or in the event of the president's inability or refusal to
act, the vice president/president-elect shall perform the duties of the president and when so
acting shall have all the powers of and be subject to all the restrictions upon the president. The
vice president/president-elect shall be an officer director with full voting rights during the year in
office.
Section 6. Chair of the Board of Directors. The chair of the board of directors shall be the
principal executive officer of LACUS. The duties of this officer are as follows: to be in charge of
the business and affairs of LACUS; to see that the resolutions and directives of the board of
directors are carried into effect, except in those instances in which that responsibility is assigned
to some other person by the board of directors; to execute for LACUS any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has authorized to be
executed, either under or without the seal of LACUS and either individually or with the
secretary-treasurer or any other officer thereunto authorized by the board of directors according
to the requirements of the form of the instruments, except in those instances in which the
authority to execute is expressly delegated to another officer or agent of LACUS or a different
mode of execution is expressly prescribed by the board of directors or these bylaws; to negotiate
contracts and see to it that contractual obligations are met; to preside at all meetings of the board
of directors; to lead the board in long-range planning; to facilitate activities of the board during
periods between board meetings; to prepare the agenda for the board meetings in consultation
with the secretary-treasurer; to receive reports addressed to the board of directors; to supervise
the updating of statements of policies and procedures by the secretary-treasurer to reflect board decisions; and to report at board meetings the activities that the board has undertaken since the
last meeting. The chair shall be an officer director with full voting rights.
Section 7. Secretary-Treasurer. The secretary-treasurer is the principal accounting and financial
officer of LACUS. The duties of the secretary-treasurer are to (a) have charge of and be
responsible for the maintenance of adequate books of account for LACUS; (b) have charge and
custody of all funds and securities of LACUS, and be responsible therefor, and for the receipt
and disbursement thereof; (c) record the minutes of the meetings of the members and of the
board of directors in one or more books provided for that purpose; (d) see that all notices are
duly given in accordance with the provisions of these bylaws or as required by law; (e) be
custodian of the corporate records and of the seal of LACUS; (f) construct and maintain an upto-
date manual of policies and procedures of LACUS, under the direction of the board, to be kept
as part of the corporate records along with the minutes; (g) keep a register of the email address
and, when appropriate, of the institutional affiliation of each member which shall be furnished to
the secretary-treasurer by such member; and (h) perform all duties incident to the office of
secretary-treasurer and such other duties as from time to time may be assigned by the chair or by
the board of directors. The secretary-treasurer shall be an officer director with full voting rights.
Section 8. Other Officers. The duties and responsibilities of the Program Chair, the Director of
Communication, and the Director of Publications are designated and assigned by the board of
directors.
ARTICLE VI: COMMITTEES
Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority
of the directors in office, may designate one or more committees each of which shall consist of
two or more directors, which committees, to the extent provided in said resolution and not
restricted by law, shall have and exercise the authority of the board of directors in the
management of LACUS; but the designation of such committees and the delegation thereto of
authority shall not operate to relieve the board of directors, or any individual director, of any
responsibility imposed by law.
Section 2. Standing Committees. The board of directors may designate by resolution adopted by
a majority of the voting members of the board of directors present at a meeting at which a
quorum is present, or by a majority vote by email or of the voting members if the board of
directors, one or more standing committees to advise the board and assist the program director,
the director of publications, and the secretary-treasurer in their duties. A standing committee
shall consist of two directors, one of whom shall serve as chair; at least two members in good
standing from the general membership; and the chair and the secretary-treasurer as ex officio
members. Committee members are appointed by the board of directors for one year and may be
reappointed. Each standing committee shall submit to the chair of the board of directors a written
annual report in time for it to be distributed to all the members of the board of directors at least
one month before or at the annual meeting.
Section 3. Nominating Committee. At its regular annual meeting the board of directors shall
designate four members of LACUS to serve as a nominating committee for the following year. At least one member of the nominating committee shall be a member of the board of directors
and shall serve as chair of the committee. The duties of the nominating committee shall consist
of nominating two members of LACUS for the three-year term of regular director. The
nominating committee shall also nominate members of LACUS to serve as president and vice
president/president-elect of the organization in accordance with Article V of these bylaws.
Section 4. Annual Meeting Organizing Committee. At its annual meeting, the board of directors
shall select a site for the following year's annual meeting, and shall designate one member of
LACUS to act as chair of the annual meeting organizing committee at the meeting site. Such
local organizer may select other members of LACUS to assist in making local arrangements, and
any such members so selected shall constitute the annual meeting organizing committee. The
chair of the annual meeting organizing committee shall be an ex officio member of the board of
directors, but without voting rights, during the term of office. The chair of the annual meeting
organizing committee may be designated by the chair of the board and the director of
publications in consultation with the board of directors as Forum volume editor for that year. The
Forum volume editor must enter into a written agreement with the series editors for the timely
delivery of the completed manuscript.
Section 5. Other Committees. Other committees not having and exercising the authority of the
board of directors in LACUS may be designated by a resolution adopted by a majority of the
voting members of the board of directors present at a meeting at which a quorum is present or by
a majority vote by email of the voting members of the board of directors. Except as otherwise
provided in such resolution, members of each such committee shall be members of LACUS and
the chair of the board of LACUS shall appoint the members thereof. Any member thereof may
be removed by the person or persons authorized to appoint such member whenever in their
judgment the best interests of LACUS shall be served by such removal.
ARTICLE VII: CHECKS, DEPOSITS, AND FUNDS
Section 1. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of LACUS shall be signed by such
officer or officers, agent or agents of LACUS and in such manner as shall from time to time be
determined by resolution of the board of directors. In the absence of such determination by the
board of directors, such instruments shall be signed by the secretary-treasurer.
Section 2. Deposits. All funds of LACUS shall be deposited from time to time to the credit of
LACUS in such banks, trust companies, or other depositories as the board of directors may
select.
Section 3. Gifts. The board of directors may accept on behalf of LACUS any contribution, gift,
bequest or devise for the general purpose or for any special purpose of LACUS.
ARTICLE VIII: BOOKS AND RECORDS
LACUS shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record
giving the names and addresses of the members entitled to vote. All books and records of LACUS may be inspected by any member, or any member's agent or attorney, for any proper
purpose at any reasonable time.
ARTICLE IX: FISCAL YEAR
The fiscal year of LACUS begins on 1 July of each year.
ARTICLE X: DUES
Section 1. Annual Dues. The board of directors shall adjust from time to time the amount of
annual dues payable to LACUS by members of each class, and the amount of the one-time Life
Membership Fee.
Section 2. Payment of Dues. Dues are payable in advance on the first day of July in each year.
Dues of a new member shall be applicable to the fiscal year during which the new member joins
or the fiscal year of the first meeting attended by such new member unless an earlier beginning
year is specifically requested.
Section 3. Default and Termination of Membership. When any member of any class shall be in
default in the payment of dues for a period of six months from the beginning of the period for
which such dues become payable, membership may thereupon be terminated by the board of
directors in the manner provided in Article II of these bylaws. A member who is in default in the
payment of dues shall not be considered a member in good standing and shall not be entitled to
vote in the affairs of LACUS.
ARTICLE XI: SEAL
The corporate seal shall have inscribed thereon the name of LACUS and the words "Corporate
Seal, Illinois".
ARTICLE XII: AMENDMENTS
The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of
directors. Any change in the bylaws shall be submitted to the membership for comment and a
favorable/unfavorable vote before such changes take effect. The vote of the membership shall not, however, be binding upon the board of directors, though the comments and level of support for the changes may move the board to reconsider or revise them. As provided in Article III, Section 5, of these bylaws, twenty per cent of the members in good standing may submit proposed changes in the bylaws to the board of directors and ask the board to consult and poll the membership in the matter.
We the undersigned founding members of the Board of Directors of LACUS, The Linguistic
Association of Canada and the United States, have approved these bylaws this first day of July 1975.
Adam Makkai, Jean-Luc Garneau, Valerie Becker Makkai, Peter A. Reich,
John Peter Maher, Robert J. DiPietro, Fred C. C. Peng
Approved by the membership of LACUS by mail ballot, as certified by the Board of Directors on
5 August 1975.
Subsequently amended by the Board of Directors on 9 August 1978, 11 August 1980, 20 August 1988, 3 August 1999, and 31 July 2017. Approved by the membership of LACUS by mail ballot 25 November 1978 and 15 March 1981, and by email ballot 20 July 2001 and 18 September 2017. Present amended version approved by the Board of Directors on 23 July 2018 and sent to membership for comment and approval/non-approval in August 2018.