[Last amended October 2022]

Art. I.          Name. The name of this Society shall be “The Leibniz Society of North America.”

Art. II.         Purpose. This Society is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding section of any future federal tax code).  Without limiting the generality of the foregoing, the principal purpose of this Society is to promote interest in and educate the public regarding the life, work, and philosophy of Gottfried Wilhelm Leibniz.

Art. III.        Membership. Membership shall be open to all those with a scholarly interest in Leibniz. The Society will collect annual dues from members at an amount to be set by the Executive Committee.

Art. IV.        Officers and Terms of Office. A) The officers of this Society shall be a President, a Vice-President, a Secretary-Treasurer, and the Editor of the Leibniz Review. B) The President, Vice- President, and the Secretary-Treasurer shall be elected for terms of four years. The Editor is appointed by the Appointing Members (see Article X), and shall serve a term of five years.

With the exception of the Editor and the Secretary-Treasurer, no officer may immediately succeed himself or herself in the office to which he or she has been elected. The Secretary-Treasurer may serve for at most two consecutive terms. The Vice-President, Secretary-Treasurer, and two Board Members (see Article VI) begin their terms in years evenly divided by 4. The President and three Board Members begin their terms in even-numbered years not evenly divided by 4. The term of the Editor shall begin in years ending in 4 or 9.

Art. V.         Duties of Officers. A) The President shall preside at all meetings of the Society and perform such other duties as are customary for the office, including the appointment of such special committees as are deemed appropriate for the work of the Society. B) The Vice-President shall preside in the absence of the President, and shall be responsible, in consultation with the Executive Committee (see Art. IX), for planning and implementing programs of the Society. C) The Secretary-Treasurer shall keep minutes of the Society’s meetings; shall notify the members in writing of these meetings in advance; shall work in conjunction with the Editor to maintain an accurate roll of the members of the Society, records of the Society’s financial transactions and such other records as are necessary for the Society’s work; shall receive membership dues and other monies of the Society, deposit them in a secure place, and pay from them to discharge the financial obligations of the Society; shall present a financial report at the Society’s Annual Business Meeting that will be audited by the Executive Committee under the direction of the President; shall oversee the content of the website of the Society to provide updated information on the work of the Society and on Leibniz scholarship in North America. In addition, the Secretary-Treasurer shall act as the parliamentarian for the Society. D) The Editor of the Leibniz Review shall oversee all of the editorial duties of the Leibniz Review. The Editor shall work in conjunction with the Secretary-Treasurer to maintain an updated list of members and their mailing addresses, to collect dues from the libraries that hold subscriptions to the Leibniz Review or from online databases containing the Leibniz Review, and to discharge the financial obligations associated with the journal. In addition, the Editor shall present a financial report to the Secretary-Treasurer before the Society’s Annual Business Meeting detailing income and expenses associated with the operation of the Leibniz Review. The Society will be responsible for ensuring that the operating expenses of the Leibniz Review are met.

Art. VI.        Members of the Board and Terms of Office A) There shall be five Members of the Board of this Society. B) They shall serve for terms of four years (no more than two terms in succession). They shall be elected in accordance with the procedures set forth in Art. X of this document.

Art VII        Duties of Members of the Board. Members of the Board shall serve on the Executive Committee and attend its meetings (see Art. VIII), shall consult with the officers concerning the direction of the Society, and shall oversee the elections of the Society (see Art. X).

Art. VIII      Meetings. The Society shall meet at least once in each calendar year (each, a Business Meeting). One meeting per year shall be designated in advance as the Annual Business Meeting of the Society.

Art. IX        Standing Committees, There shall be the following Standing Committees of the Society: A) The Executive Committee shall consist of the Officers, Board Members, and those who have served as President within the last three years. The President of the Society shall serve ex-officio as Chairman of the Executive Committee. B) The Program Committee shall consist of the Vice-President, who shall serve ex-officio as Chairman, and any other members of the Society he shall deem it appropriate to appoint. C) The Society may establish other standing committees as it deems appropriate.

Art. X.       Nominations, Elections, and Vacancies. The following procedures shall govern the nomination, election, and replacement of vacant positions for all Officers and Board members with the exception of the Editor: A) Elections are held in conjunction with the Annual Business Meeting immediately preceding any December when the terms of any current Officer or Board Members are to expire. Prior to the Annual Business Meeting, a nominating committee appointed by the President shall prepare a slate of nominees for the positions with terms expiring and shall ensure that they select only those who are willing to serve if elected. They may select more than one person per position. A representative of the nominating committee shall send the names of the nominees via email to all members of the Society at least two weeks prior to the Annual Business Meeting. Any member may nominate any other member via email to the President and Vice-President in the two weeks prior to or at the Annual Business Meeting. All nominations require a second, via email to the President and Vice-President or at the Annual Business Meeting. Nominees become candidates upon agreeing to serve if elected. B) The candidates shall be presented to the membership at the Annual Business Meeting and thereafter on the website of the Society until the election is completed. Elections will be conducted by electronic vote. An electronic ballot will be distributed to all members immediately following the Annual Business Meeting. Completed ballots will be received by the Secretary-Treasurer for two weeks following their distribution. Those elected shall take office on December 1, when the old terms expire. (C) In the event that the office of Vice-President, Secretary-Treasurer, or Board Member should become vacant, the President shall appoint someone to fill the office until the next Annual Business Meeting, at which time an election for the office will be held. D) In the event that the office of President should become vacant, the Vice-President will assume the duties of President until the next Annual Business Meeting, at which time an interim President will be elected to serve the duration of the presidential term.

The following procedures shall be followed for the reappointment of and selection of Editor: A) The President, Vice-President, Secretary-Treasurer, and the members of the Board (the Appointing Members) shall review the Editorship at the Executive Committee meeting immediately preceding the conclusion of the term of the then current Editor. The Editor will be recused from such discussions. At that time, the Committee will, having previously consulted with the Editor, determine whether the current Editor will be reappointed or a new Editor will be appointed. If it is determined that the current Editor will not be reappointed, the Appointing Members, shall select a successor. Both the decisions on whether or not to reappoint the Editor, and the determination of a successor will typically be determined by consensus. If consensus cannot be reached, the matter will be decided by the majority vote of present Appointing Members. Appointing Members will vote, using paper ballots. If no candidate succeeds in securing a majority of the cast votes, the President will make the decision on a successor. B) In the event that the office of Editor becomes vacant, the President shall immediately initiate discussions among the Appointing Members to replace the Editor with an interim Editor who will serve the duration of the editorial term.

Art. XI        Amendments The Constitution may be amended by a two- thirds vote of the members present at any Business Meeting of the Society provided that the proposed amendment has been submitted in writing to the members at least two weeks prior to the meeting.

Art. XII.      Parliamentary Authority. The Society shall be governed by the most current edition of Robert’s Rules of Order in all cases in which they are applicable, unless contra-indicated.

Art. XIII.     Adoption. This Constitution shall take effect upon approval by a two-thirds majority of those present at an Annual Business Meeting of the Society.

Art. XIV.     Dissolution.  Upon the dissolution of the Society, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section 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 a Court of Competent Jurisdiction of the County of the Society’s principal office, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.