Constitution

	Document Contents Changes to Constitution 2007-2008 Preamble Membership Meetings Votes The Committee President and Officers Accounts General Dissolution

	Changes to Constitution 2007-2008 In its meetings in Leipzig in December 2007, the ALLC Committee approved a number of changes to the ALLC Constitution. The ALLC is a registered UK Charity, and under the legal provisions of the UK Charity Commission, the ALLC Committee, in its capacity as the Board of Trustees of the Charity, is empowered to approve changes to the Constitution, except for the clauses on Objects and Dissolution. The document below is the new version of the Constitution, as revised in the December 2007 meetings. The changes, including both emendations and additions, are highlighted in bold. These changes are the fruit of deliberation and consultation over a period of a year or more, and the December meetings themselves introduced many refinements to a basic set of changes developed by a small working party consisting of David Robey, Edward Vanhoutte and Harold Short, with many of the ideas having been discussed in successive Committee meetings. Among the changes approved by the Committee is a revision of the Objects clause (clause 2), and this is provisional until it receives formal approval by the UK Charity Commission. The other changes have come into effect, and elections of Committee members and Officers that are to be held in 2008 will operate under the new constitution. A message describing the changes was sent by the ALLC Chair to the members in April 2008, and a copy may be seen here. The previous constitution will continue to be available for a period of at least some months, and may be seen here.

Preamble

1. The Association shall be called the Association for Literary and Linguistic Computing.

2. The objects of the Association are to promote the advancement of education in the digital humanities, through the development and use of computational methods in research and teaching in the Humanities and related educational disciplines with particular reference but not limited to literary and linguistic computing.

3. In furtherance of the aforementioned objects the Association shall have power:

• to undertake research and to arrange for the publication of the results of such research. One venue for such publication shall be the Association’s Journal LLC: The Journal of Digital Scholarship in the Humanities (hereafter ‘the Journal’); and
• to do all other lawful things necessary to advance those objects.

Membership

4. Membership shall be open to all persons, subject to the approval of the Committee, on payment of an annual subscription, which shall be determined from time to time by the Committee. The annual subscription shall be due on 1st January in each year. Personal subscribers to the Journal shall be members of the Association, if they so choose, without further subscription.

5. Any publications issued by the Association shall be available to all Members at a reduced rate. No publications purchased at a reduced rate may be re-sold. Members shall normally be entitled to concessionary rates when attending conferences, summer schools, and other gatherings sponsored by the Association.

6. The Committee may, at its discretion, confer Honorary Membership on persons who have rendered distinguished service to the Association, and other persons of distinction in the field.

7. The Association shall cause the Constitution to be published, and shall make a copy available to every Member on request.

Meetings

• 8. The Association shall in each year hold an Annual General Meeting at such time and place as the Committee shall decide. Not less than eight weeks notice shall be given of the Annual General Meeting.
• 9. Other General Meetings may be called by the Committee, or by the written request of not less than twenty members. Not less than three weeks notice shall be given of other General Meetings.

Votes

10. Each Individual Member shall have one vote.

The Committee

11. The management of the Association shall be in the hands of the Committee. The Committee shall consist of nine elected members plus ex officio members. Members of the Committee shall be Members of the Association.

12. Elections to the Committee shall be conducted by postal or remote electronic vote. Vacancies on the Committee for each year shall be filled by election and the result declared at the Annual General Meeting. Any Member of the Association may be nominated for election to the Committee. Nominations must carry a statement from the nominee confirming his or her willingness to serve, and must be supported by two Members of the Association other than the nominee. Nominations shall reach the Honorary Secretary on or before the published deadline for nominations, which shall be no less than eight weeks before the Annual General Meeting.

13. Elected Members of the Committee shall normally serve for three years, with one-third of their number retiring each year; Retiring Members shall be eligible for immediate re-election for one further period of three years. Former members of the Committee may only be elected again under this process after a period of at least one year has elapsed since their last retirement or resignation from the Committee. In the event of the resignation of any elected Member of the Committee, save in the third year of his or her tenure, the resulting vacancy shall be filled through the election one additional Member to complete the term of the resigning Member.

14. The Committee is empowered to add up to three Members to its number by co¬option in order to further the aims of the Association, including members ineligible for re-election. Co-opted Members shall be voting Members of the Committee, but shall not count towards the quorum. Co-opted membership of the Committee shall lapse after the Annual General Meeting of the year of appointment, unless renewed by the Committee for a further year.

15. The Officers and the Editor of the Journal shall be ex officio members of the Committee. Ex officio members shall be voting members of the Committee.

16. A quorum of the Committee shall consist of any two of the Officers and five elected members of the Committee.

17. The Members may remove any member of the Committee before the expiration of his/her tenure, by postal or remote electronic vote, where such vote is requested by not less than twenty members.

President and Officers

18. A President of the Association may be appointed by the Committee from time to time at its discretion, to serve as an additional, non-voting, Member of the Committee for a period of three years. A retiring President may be re-appointed for one further period of three years only.

19. The Officers of the Association shall be a Chair, an Honorary Secretary, and an Honorary Treasurer. Officers shall be Members of the Association. They shall be elected by the Committee and shall hold office for three years, but may be re-elected for one further period of three years. As far as is feasible, the Committee shall seek to ensure that only one of these officers is elected in a given year. Former office holders may only be elected again to the same office under this process after a period of at least one year has elapsed since their last retirement or resignation from that office. Tenure of one office does not affect a member's eligibility for election to another office, except that no member may hold more than one office at the same time.

20. In exceptional circumstances and where it is deemed to be in the best interests of the Association, the terms of office specified in clauses 18 and 19 may be varied by a two-thirds majority of the nine elected members of the Committee. This may be done prior to an election or during a term of office.

Accounts

21. The Balance Sheet and Income and Expenditure Account of the Association, duly scrutinised in accordance with the laws governing UK charities, shall be drawn up annually and shall be published by the Association and a copy shall be made available to every Member on request.

General

22. The Committee may set up Subcommittees, Regional Branches and Specialist Groups at its discretion to further the objects of the Association.

23. The Committee may appoint Representatives of the Association. Representatives shall be responsible for promoting the interests of the Association in their locality, and conversely for representing the interests of Members from that locality.

24. This Constitution other than the objects, this Clause and the dissolution provisions, may be amended by a resolution passed by three-fourths majority of the Members of the Committee present and voting at a meeting called for that purpose provided that no amendment shall be made which would cause the Association to cease to be a charity in law.

25. The income and property of the Association shall be applied solely towards the promotion and objects of the Association, as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profits to Members of the Association.

Dissolution

26. If upon winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Association, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its income and property among its or their members to the extent at least as great as is imposed on the Association under or by virtue of Clause 24 hereof, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution, and if so far as effect cannot be given to such provision, then to some charitable object.

The ALLC Constitution was adopted 2 April 1980 and amended: 7 June 1982; 3 June 1987; 16 December 2007.

This revision was unanimously approved on 16 December 2007 by the ALLC Committee acting in its capacity as the Board of Trustees of ALLC the Charity.

Proposals for change were developed initially by David Robey, Harold Short, Edward Vanhoutte. Prior to its approval the Constitution was further revised in the Committee meetings of 15-16 Dec 2007.

Editing by Harold Short