AMENDMENT TO THE BYLAWS OF THE GOETHE SOCIETY OF NORTH AMERICA
(approved by mail ballot December 10, 2007)

ARTICLES OF INCORPORATION
(Remain as previously recorded.)

BYLAWS OF THE GOETHE SOCIETY OF NORTH AMERICA

I. MEMBERSHIP AND DUES:

A. The Society recognizes six categories of dues-paying members: Active Members, Student Members, Emeritus Members, Senior Members, Patron Members and Institutional Members.

B. The annual dues shall be established by the Board of Directors and must be accepted by majority vote of the members present at the annual meeting. The dues shall be published in the Newsletter of the organization.

C. The Board of Directors may elect Honorary Members to recognize outstanding contributions to the field of Goethe studies.

II. OFFICERS:

A. The officers of the Society shall be the President, the Vice-President, the Secretary-Treasurer, and two Directors-at-Large. Collectively, the officers shall function as the Board of Directors and transact the business of the organization. The Board of Directors will appoint a member of the Society as its representative to the state of California.

B. Each officer shall hold office for three (3) years.

C. The Vice-President shall accede to the presidency at the conclusion of the President’s term.

D. During the second year of his/her term of office the President shall appoint a committee of three members of the Society, none of them officers, to nominate candidates to fill the elected offices. The Secretary-Treasurer shall be eligible for reelection.

E. Elections shall be by secret ballot. Ballots shall be mailed or sent electronically to members of the Society at least six weeks prior to the annual membership meeting. The ballots shall be received by the chair of the Nominating Committee, who will tabulate them and report the results at the annual meeting.

F. The Directors and officers shall serve without compensation.

III. APPOINTED OFFICERS:

A. An Executive Secretary shall be appointed by the Board of Directors for a renewable term of three (3) years and shall serve as an ex-officio member of the Board of Directors.

B. The Editor of the Goethe Yearbook shall be appointed by the Board of Directors for a renewable five-year term and shall serve as an ex-officio member of the Board of Directors.

C. The Editor of the New Studies in the Age of Goethe book series shall be appointed by the Board of Directors for a renewable five-year term and shall serve as an ex-officio member of the Board of Directors.

IV. MEETINGS:

A. Meetings of the Board may be called by the President or by any two members of the Board. The Board shall meet at least once each year.

B. Written notification of the annual meeting shall be sent to all members of the Society at least one (1)month before the scheduled date.

C. The President, or in his/her absence the Vice-President, shall chair all meetings of the Board and of the Society.

D. The Secretary-Treasurer shall act as recording secretary at the meetings of the Board or of the membership and shall keep minutes of transactions. The Secretary-Treasurer shall maintain all financial records of the Society and shall present the financial report of the Society at the annual meeting.

E. Robert’s Rules of Order, as amended, shall govern the meetings of the Board and membership. Those present at a previously announced meeting shall constitute a quorum.

V. COMMITTEES:

A. The Editorial Advisory Committee of the Goethe Yearbook shall consist of no fewer than eight nor more than twelve members of the Society appointed by the Board of Directors in consultation with the Editor. The terms of the original members of the Editorial Advisory Committee shall be staggered between one and four years. The terms of the successors to the original members of the Editorial Advisory Committee shall be four years each.

B. The Editorial Board of the book series shall consist of the Editor and two additional members of the Society appointed by the Board of Directors in consultation with the Editor. The Advisory Board of the series shall be appointed by the Board of Directors in consultation with the Editorial Board.

C. The GSNA Annual Essay Award Committee shall consist of the Vice-President and two additional members selected by the Vice-President from the membership of the society and approved by the Board of Directors. Appointed committee members shall serve for one year.

D. Special Committees may be created and members appointed by majority vote of the Board of Directors.

VI. CONFERENCE:

A. Every three years, or at an interval deemed appropriate by the Board of Directors, coinciding with the term of the current President, the Goethe Society will hold an international conference with a customary call for papers inviting members and non-members to submit proposals.

VII. MISCELLANEOUS PROVISIONS:

A. Voting on amendments to the Articles of Incorporation and Bylaws of the Society shall be by mail ballot or by electronic ballot and shall require a two-thirds (2/3) majority of those responding to the mail ballot or to the electronic ballot.

B. These bylaws, as well as amendments to the bylaws, shall become effective upon adoption. By majority vote, the members present at a meeting may decide to submit important issues other than amendments to the entire membership by mail or electronic ballot.

C. The original, or a copy, of the bylaws as amended or otherwise altered to date, certified by the Secretary-Treasurer of the corporation, shall be recorded and kept in the principal office of the corporation and shall be open to inspection by the members.