A Proposal Endorsed by the Board of Officers at its November 2005 Meeting and Transmitted to the Divisions for Consideration in 2006.

The APA Board of Officers recommends to the Divisions the following revised Bylaws for the APA. Members may recall that a set of revised Bylaws was proposed by the Board in the 2003-2004 academic year. A majority of voters in the Eastern and Central Divisions approved the revisions, but Pacific Division voters did not. The revisions proposed by the Board in 2003-2004 therefore did not pass; a majority in all three Divisions is required.

The revised Bylaws now proposed by the Board differ from the previous set in that, with one exception, they include no substantive changes to the current APA Constitution and By-Laws. They are designed purely to achieve a clearer and more easily understandable document than we currently have. The one exception stems from the fact that the current division into two major parts—the Constitution and the By-Laws—is eliminated in the proposed revised Bylaws. There is currently a different procedure for amending each of the two parts; by contrast, the new proposed revised Bylaws have only one procedure for amendment, corresponding to that currently governing the Constitution.

This copy is marked to indicate, so far as possible, the changes from the current ByLaws of the APA. Deletions from the current text are marked as strikeout text, and additions are marked as underlined text. Changes in capitalization are generally not noted.

Bylaws of The American Philosophical Association

Article 1 – Name

1.1. Name.
1.1: Compare Current Bylaws I
The name of this organization shall be The American Philosophical Association.

Article 2 – Definitions
2.1 NEW SECTION

2.1. Definitions.
The following terms used in these Bylaws shall have the meanings set forth below:

A. "the Act" refers to the Pennsylvania Nonprofit Corporation Law of 1988, as amended.
B. "Association" refers to The American Philosophical Association.
C. "Board" refers to the Board of Officers of the Association.
D. "Bylaws" refers to the Bylaws of the Association, which shall be the applicable governing document for all Members, the Board, the Committees, and the Divisions.
E. "Divisions" refers to the three divisions of the Association, the Eastern, Central, and Pacific Divisions.
F. "Divisional Executive Committee" refers to the governing body of a particular Division of the Association, which shall be responsible for the affairs of that Division.
G. "Regular Members" refers to those Members of the Association who qualify in accordance with Article 4.2. "Emeritus Members" refers to those Regular Members who in accordance with Article 4.3 qualify for, and have elected to assume, emeritus status, and who pay no dues. "Student Associates" refers to Members who qualify in accordance with Article 4.5. "International Associates" refers to Members who qualify in accordance with Article 4.6. "Members" refers to Regular Members, Student Associates, and International Associates.
H. "Regular Meetings" refers to the three regularly scheduled meetings of the Association, each of which is sponsored by one of the Divisions, held each year.
I. "Good Standing" refers to the status of those Members whose dues are not in arrears.

Article 3 – Purposes
3.1. Purposes.

3.1.A: Compare Current Bylaws II.1
A. The purposes of tThe American Philosophical Association shall be to promote the exchange of ideas among philosophers, to encourage creative and scholarly activity in philosophy, and to facilitate the professional work of teachers of philosophy.
3.1.B: Compare Current Bylaws II.2
B. The Association is established exclusively for educational and scientific purposes as set forth in the Articles of Incorporation. In pursuing such purposes, tThe Association shall not act so as to impair its eligibility for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
3.1.C: Compare Current Bylaws II.3
C. The purposes of the Association shall be served by:
3.1.C.1: Compare Current Bylaws II.3.a
1. The holding of Regular Meetings at which addresses, symposia, papers, and discussions of philosophical significance are presented;
2. The publication of the Proceedings and Addresses, the presidential addresses, and the membership list of the Association, as well as such additional items as may be germane to the purpose of the Association;
3.1.C.3: Compare Current Bylaws II.3.c
3. The work of the Standing and Special Committees of the Association;
3.1.C.4: Compare Current Bylaws II.3.d
4. Such other means as may be deemed appropriate by the Regular Members and the Board of Officers.

Article 4 – Membership
4.1. Regular Members.

4.1: NEW SECTION
The Association shall have Regular Members who are entitled to vote, as specified in these Bylaws, and who shall have all other rights of a Member as set forth herein.

4.2. Qualifications for Regular Membership.
4.2.A: Compare Current Bylaws III.1
A. Regular Membership in the American Philosophical Association shall be limited to:
4.2.A.1: Compare Current Bylaws III.1.a
1. Persons whose training in philosophy has been advanced and systematic enough to make them competent to teach the subject at the college or university level;
4.2.A.2: Compare Current Bylaws III.1.b
2. Persons whose interests or achievements in philosophy are regarded by the Board of Officers of the Association as sufficient to warranting their affiliation with the Association.
4.2.B: Compare Current Bylaws III.2
B. Membership in the Association shall be by election by the Board of Officers. The authority to pass on an individual’s qualifications for Regular Membership in the Association rests with the Board, which shall normally delegate it to the Executive Director.

4.3. Membership Dues.
4.3.A: Compare Current Bylaws III.4
A. The annual dues of Regular Members shall be fixed by a two-thirds majority vote of the Board of Officers of the Association.
4.3.B: Compare Current Bylaws By-Law.6.a
B. Regular Members who have had five years of Good Standing as members of the Association, and have retired due to age or ill health from full-time work, may elect to assume emeritus status for purposes of dues. This election is entirely at their discretion. Emeritus Members shall pay no dues, but shall otherwise continue to have the full rights of members under the Association’s constitution and By-laws afforded Regular Members of the Association.
4.3.C: Compare Current Bylaws By-Law.6.b
C. The annual dues of International Associates and Student Associates shall be fixed at the approximate single-member cost of the production and distribution of the publications of the Association.

4.4. Divisional Affiliation.
4.4: Compare Current Bylaws III.3
Each Regular Member shall signify to the Executive Director of the Association the Divisional affiliation desired (as described in Articles IV and V) for purposes of voting on Divisional and Association matters. The privileges of voting at a Divisional Business Meeting and receiving mail ballots of that Division shall be limited to Regular Members certified by the Executive Director as affiliated with that Division.

4.5. Student Associates.
4.5: Compare Current Bylaws By-Law.4
Persons who are actively engaged in the study of philosophy at accredited colleges or universities shall be eligible to be for membership as Student Associates.
A. The authority to pass on an individual’s qualifications for student association the status of Student Associate shall be vested in the Board of Officers of the Association Executive Director. Student associates shall only have such rights as are provided to them by these By-laws and shall not have the rights of members under the Association’s constitution and By-laws, or under the Act.
B. Student Associates are not affiliated with any Division, and may not vote at Meetings of the Members or of the Divisions. In addition, Student Associates cannot hold any position that would require them to have voting rights within the Divisions or the Association. Student Associates may attend and appear on the program of all Regular Meetings and receive all publications of the Association.

4.6. International Associates.
4.6.A: Compare Current Bylaws By-Law.3
A. International Associates are Residents of nations other than the United States and Canada who are qualified to be Regular Members of the Association, but who wish only to receive the several publications of the American Philosophical Association and to be eligible to take part in Regular Meetings, provided that:
the authority to pass on an individual’s qualifications for status as an International Associate is vested with the Board of Officers of the Association Executive Director. , and
b. Recommendations for international association be made by the International Cooperation Committee of the Association. International Associates shall only have such rights as are provided to them by these By-laws and shall not have the rights of members under the Association’s constitution and By-laws, or under Pennsylvania Nonprofit Corporation Law of 1988, as amended (the "Act").
B. International Associates are not affiliated with any Division, and may not vote at Meetings of the Members or of the Divisions. In addition, International Associates cannot hold any position that would require them to have voting rights within the Divisions or the Association. International Associates may attend and appear on the program of all Regular Meetings and receive all publications of the Association.

4.7. Expulsion from Membership.
4.7: Compare Current Bylaws III.5
Any Member may be expelled from membership by a two-thirds majority vote of the Board, provided that written notice of the intention to expel and reasons for expulsion have been provided to the Member at least ten (10) days in advance of the meeting of the Board where the action is taken. No Member shall be expelled without having the opportunity to be heard at such meeting. No formal hearing procedure need be followed by the Board when it considers the expulsion of a Member, except that the Member shall have the right to demand an evidentiary hearing before the Board. At such an evidentiary hearing, the proponents of expulsion shall have the right to present evidence in response. The proponents of expulsion and the member shall each have the right to present and cross-examine witnesses, and to offer argument in support of their positions.

4.8. Good Standing, Termination, and Reinstatement of Regular Members, International Associates, and Student Associates.
4.8.A: Compare Current Bylaws By-Law.5.a
A. A Regular Member or International Associate is in Good Standing in a specified year, (July 1 to June 30), if that person is a life member or does not owe dues to the Association for any year preceding that year and pays dues by January 1 of that year. A Regular Member or International Associate who is not in Good Standing is in arrears.
B. A Regular Member who elects and is eligible for the status of Emeritus Member is considered in Good Standing with the Association.
4.8.C: Compare Current Bylaws By-Law.5.b
C. The name of any person who is in arrears, whether that of a Regular Member or International Associate, shall be removed from the mailing list of the Association until that person regains Good Standing.
4.8.D: Compare Current Bylaws By-Law.5.c
D. A Regular Member or International Associate who does not owe dues to the Association for any year preceding the then current year but who is in arrears shall regain Good Standing by paying that year’s dues.
4.8.E: Compare Current Bylaws By-Law.5.d
E. Anyone A Regular Member or International Associate who is in arrears for two years shall be dropped from the Association’s membership list.
4.8.F: Compare Current Bylaws By-Law.5.e
F. Anyone A Regular Member or International Associate who is in arrears for at least one year or who has been dropped from the Association shall regain Good Standing by paying the dues for the then current year plus a fee equal to one-half of such dues.
4.8.G: Compare Current Bylaws By-Law.5.g
G. Anyone A Regular Member or International Associate who has resigned while in good standing shall be reinstated in the Association upon application to the Executive Director.
4.8.H: Compare Current Bylaws By-Law.5.h
H. At its discretion, the Board of Officers may declare a period during which the fee required to regain membership with Good Standing in the Association will be waived.
4.8.I: Compare Current Bylaws By-Law.5.f
I. A Student Associate is in Good Standing if that person has paid dues for the then current year. A Student Associate who has not paid dues by the beginning of the then current year shall be dropped from the Association’s mailing list and membership list.

Article 5 – Meetings of the Association: The Divisions
5.1. Regular Meetings.
5.1.A: Compare Current Bylaws IV.1
A. The American Philosophical Association shall hold three Regular Meetings each year: one on or near the Atlantic Coast, one in the Midwest, and one on or near the Pacific Coast.
2. For the purpose of planning the programs and making other arrangements for the Regular Meetings of the Association, as specified in section 1, there shall be respectively a Pacific an Eastern Division, a Central Division, and an Eastern a Pacific Division of the Association.
5.1.B: Compare Current Bylaws IV.3
B. Each Regular Meeting shall include an appropriate philosophical program, a presidential address, a Divisional Business Meeting for Members whose voting affiliation is with the Division hosting the Regular Meeting, and such other events as the Divisional Executive Committee may deem fitting and consonant with the purpose of the Association. At each business meeting, reports of the Board of Officers on the affairs of the Association and of the divisional executive committee on the affairs of the division shall be presented.
5.1.C: Compare Current Bylaws IV.6
C. Voting at Regular Meetings shall be in the manner specified in the bylaws of each Division, copies of which are attached to the Bylaws of the Association. Where no method of voting is specified in the Division’s By-Laws bylaws, voting at Regular Meetings shall be in person, except that a majority of those present and affiliated with that Division can provide for a vote by mail ballot.
5.1.D: Compare Current Bylaws IV.5
D. Meetings arranged in whole or in part by a Division shall be held at times and places within or without the Commonwealth of Pennsylvania as shall be set by the Divisional Executive Committee in consultation with the Executive Director of the Association. Any other meetings shall be held at times and places within or without the Commonwealth of Pennsylvania as shall be set by the Chair of the Board of Officers in consultation with the Executive Director of the Association.

5.2. Divisional Business Meetings.
5.2: Compare Current Bylaws IV.3, III.3 and IV.7
At each Divisional Business Meeting, reports of the Board of Officers on the affairs of the Association and of the Divisional Executive Committee on the affairs of the Division shall be presented. The privileges of voting at a divisional business meeting and receiving mail ballots of that division shall be limited to members certified by the Executive Director as affiliated with that division. At each Divisional Business Meeting, Regular Members whose voting affiliation is with the Division hosting the Regular Meeting shall have an opportunity to vote on such matters that require a vote, in accordance with these Bylaws or the bylaws of the Division. Acts taken at a regular or special meeting where a quorum is present shall constitute acts of the members. Divisional Business Meeting shall constitute acts of that Division.

5.3. Special Meetings.
5.3.A: Compare Current Bylaws IV.4
A. Special Meetings of the Association may, given at least one month’s notice to the membership, be called jointly by the Board of Officers and one or more of the Divisional Executive Committees or upon the request of 10% of the Regular Members of the Association. The notice of a Special Meeting shall specify the general nature of the business to be transacted at the meeting.
5.3.B: Compare Current Bylaws IV.6
B. Voting procedures at regular meetings shall also apply to special meetings, except that voting on the business to be transacted at the Special Meeting, as specified in the meeting notice, shall be by mail ballot.

5.4. Quorum for Divisional Business and Special Meetings.
5.4: Compare Current Bylaws IV.7
A quorum for regular meetings Divisional Business Meetings and Special Meetings shall consist of those eligible to vote who attend the meeting. Acts taken at a regular or special meeting where a quorum is present shall constitute acts of the members.

5.5. Resolutions.
5.5.A: Compare Current Bylaws By-Law.9
A. Only such resolutions as are adopted by all three Divisional Business Meetings within a given twelve-month period shall be recorded and publicized as resolutions of the Association. They shall otherwise be recorded and publicized only as resolutions of the Board of Officers or of one of the Divisions.
5.5.B: Compare Current Bylaws By-Law.9.a
B. A resolution adopted byat the Board of Officers of the AssociationMeeting shall, at the request of the Board of Officers, be placed on the agenda of the regular Divisional Business Meeting of each of the three Divisions in the twelve-month period following announcement to the Members of the action of the Board of Officers.
5.5.C: Compare Current Bylaws By-Law.9.b
C. A resolution adopted by a Divisional Business Meeting shall, at the request of that Business Meeting or the Divisional Executive Committee, be placed on the agenda of the next regular Business Meetings of the other two Divisions following announcement to the Members of the first Division’s action.
5.5.D: Compare Current Bylaws By-Law.9.c
D. Resolutions which purport to represent the sense of a Division on matters of public policy may be voted on only by mail ballot authorized by the annual Business Meeting of that Division. Such mail ballots will include relevant minutes of the meeting and a summary of the arguments presented.

Article 6 – Divisions of the Association
6.1. Divisions.
6.1: Compare Current Bylaws IV.2
For the purpose of planning the programs and making other arrangements for the regular meetings, as specified in section 1, There shall be three Divisions of the Association, the Eastern Division, the Central Division, and the Pacific Division, respectively a Pacific Division, a Central Division, and an Eastern Division of the Association. Each Division shall plan or make other appropriate arrangements for one Regular Meeting of the Association each year, as specified in Article 5.1 of these Bylaws.
6.2. Bylaws of the Divisions.
6.2.A: Compare Current Bylaws VIII.2.a
A. Bylaws of a Division shall be applicable only to that Division.
6.2.B: Compare Current Bylaws VIII.2.b
B. A Division may adopt such Divisional bylaws as it sees fit, including bylaws for amending and adding bylaws to the Divisional bylaws, the changes to be effective unless, within a twelve-month period, the Board of Officers of the Association determines that they are not consonant with the purpose of the Association or are not consistent with the constitution and Bylaws of the Association.

6.3. Officers of the Divisions.
6.3.A: Compare Current Bylaws V.1
A. Each Division shall elect officers of that division Divisional officers. It shall be free to determine offices and manner of nomination for office, provided that:
6.3.A.1: Compare Current Bylaws V.1.a
1. The responsibility for the affairs of the Division be entrusted to an Executive Committee which shall include at least a president and secretary; and
6.3.A.2: Compare Current Bylaws V.1.b
2. The Divisional officers be chosen from among the Regular Members of the Association whose voting affiliation is with that Division.
6.3.B: Compare Current Bylaws V.2
B. Each Division shall be free to determine the duties of its officers, provided that:
6.3.B.1: Compare Current Bylaws V.2.a
1. The president prepare an address to be delivered at the Regular Meeting arranged by the Division and to be published subsequently in the addresses and proceedings Proceedings and Addresses of the Association;
6.3.B.2: Compare Current Bylaws V.2.b
2. The secretary keep records of the Division and serve as an associate editor of the publications of the Association;
6.3.B.3: Compare Current Bylaws V.2.c
3. The Divisional Executive Committee assume responsibility for arranging the Regular Meeting held in its region, including, insofar as is feasible, the raising of such funds as are needed for defraying the expenses of the meeting; and
6.3.B.4: Compare Current Bylaws V.2.d
4. The duties of Divisional Officers specified under Article VI 7 be performed.

Article 7 – The Board of Officers of the Association
7.1. Board.
7.1: Compare Current Bylaws VI.1
The governing body of the American Philosophical Association shall be a the Board of Officers, all of whom, with the possible exception of the Treasurer, shall be members of the Association. The Board shall have all powers and duties for the conduct and management of the business and affairs of the Association except as otherwise required by law, these Bylaws, or a resolution duly adopted by the Board. It shall be composed as follows:

7.2. Qualifications of the Board.
7.2: Compare Current Bylaws VI.1
Each officer of the Board shall be a Regular Member of the Association, with the exception of the Treasurer as specified in Article 7.8 of these Bylaws.

7.3. Composition of the Board.
7.3: Compare Current Bylaws VI.1
The officers of the Board shall be:
(a)The Vice-President of each Division, during the term of office in accordance with its bylaws;
(b)The President of each Division, during the term of office in accordance with its bylaws;
(c)The Immediate Past President of each Division, during the term of office in accordance with its bylaws;
(d)The Secretary or Secretary-Treasurer of each Division, during the term of office in accordance with its bylaws;
(e)A representative of each Division, elected by the Division in accordance with its bylaws for a three-year term, the terms to be staggered;
* The chairs of the six standing committees of the Association enumerated in Article VII;
* The Executive Director of the Association, during the term of office;
(f) The Chair of the Board, during the term of office;
(g)The Vice-Chair of the Board, during the term of office;
(h)The Chairs of the Standing Committees of the Association as enumerated in Article 8 herein;
(i) The Executive Director of the Association, during the term of office; and
(j) The Treasurer of the Association, during the term of office.
7.3: Compare Current Bylaws VI.6
All Officers of the Board shall have voting rights, with the exception of the Treasurer, as set forth in Article 7.8 of these Bylaws.

7.4. Chair of the Board: Election, Term of Office and Duties.
7.4.A: Compare Current Bylaws VI.3
A. The Chair of the Board of Officers shall be elected by majority vote of the Board from among the present and past presidents of the Divisions for a three-year term, once renewable. The Executive Director shall be appointed by the Board for a five-year term and may be reappointed indefinitely thereafter to mutually agreed-upon terms of no more than five years each. When the terms of office of the Chair and the Executive Director terminate simultaneously, the term of the Chair shall be extended for one year.
7.4.B: Compare Current Bylaws VI.8
B. The Chair of the Board of Officers shall be the chief executive officer of the American Philosophical Association. The Chair of the Board of Officers shall preside at meetings of the Board of Officers, appoint (with the advice and consent of the Board of Officers) members and chairs of the committees, and represent or appoint others to represent the Association at ceremonial and other official occasions. As a matter of practice the duties of the chief executive officer Chair of the Association Board shall include hearing complaints of Members concerning affairs of the Association and arbitrating when necessary.

7.5. Vice-Chair of the Board: Nomination, Election, Term of Office, and Duties.
7.5: Compare Current Bylaws VI.7
A. The Vice-Chair shall serve as Chair if the Chair is unable to perform the duties of the office, until such time as the Chair either returns to duty or is replaced. The Vice-Chair may represent the Chair on such occasions as the Chair designates. The Vice-Chair shall be nominated by the Chair of the Board and appointed by vote of the Board. A Chair beginning a term of office may nominate a candidate who, if approved, shall serve an initial term of not more than fifteen months. The appointment is renewable through the same process for a succeeding year and renewable again through the same process until the term of the Board Chair is over. The term of a Vice-Chair shall not continue beyond the expiration of the term of the Board Chair. Nominees for the position of Vice-Chair shall be chosen from among the present or past Board Members either present or past.
B. The Vice-Chair shall serve as Chair if the Chair is unable to perform the duties of the office, until such time as the Chair either returns to duty or is replaced. The Vice-Chair may represent the Chair on such occasions as the Chair designates.

7.6. Chairs of Standing Committees: Election, Term of Office.
7.6: Compare Current Bylaws VI.2
The Chairs of Standing Committees shall be elected by the Board for terms of. Chairs shall normally serve a full term of three years, and under normal circumstances shall be ineligible after the completion of their terms to serve as chair of any Standing Committee. Under no circumstances shall a person serve more than two consecutive, full terms as the Chair of the same Standing Committee. The chairs of the standing committees shall cast no votes on the appointment of committee chairs or members.

7.7. Executive Director: Appointment, Term of Office, and Duties.
7.7.A: Compare Current Bylaws VI.3
A. The Executive Director shall be appointed by the Board for a five-year term and may be reappointed indefinitely thereafter to mutually agreed-upon terms of no more than five years each. The Executive Director shall not vote as a member of the Board on issues concerning the Executive Director’s terms of employment.
7.7.B: Compare Current Bylaws VI.5
B. The Executive Director of the Association shall maintain the national office of the Association, keep membership records, serve as the secretary of the Association, serve as editor of the publications of the Association, and carry out such other duties as the Board of Officers may require.

7.8. Treasurer: Nomination, Election, Term of Office, Duties, and Voting Rights.
7.8: Compare Current Bylaws VI.6
A. The Treasurer shall be nominated by the Chair of the Board and appointed by vote of the Board. The term of office shall be three years and shall be renewable through the same process.
B. The Treasurer shall review the financial records of the national office and the Divisions, the investments and investment policies of the Board of Officers, and the annual audit of the Association, and shall report to the Board on these matters. The Treasurer shall be nominated by the Chair of the Board and appointed by vote of the Board. The term of office shall be three years and shall be renewable through the same process.
C. A Treasurer who is a Regular Member of the American Philosophical Association shall be entitled to vote at Board meetings. The Treasurer need not be a Regular Member of the Association. If not a Regular Member, the Treasurer will not be entitled to vote at Board meetings.

7.9. Meetings of the Board of Officers.
7.9.A: Compare Current Bylaws VI.4
A. The Board of Officers shall meet at least once a year. The Executive Director shall provide at least ten (10) days written notice of each Board meeting to the members of the Board of officers, stating the time, place, and purpose of the meeting.
7.9.B: Compare Current Bylaws By-Law.7
B. The Executive Director of the Association shall, after consultation with the Chair and the other Members of the Board of officers, prepare a formal agenda for the annual meeting of the Board of Officers. Provided that they are submitted to the Executive Director at least one month in advance of the annual meeting, Agenda items proposed by a Divisional Executive Committee, a Divisional Business Meeting, a Standing Committee of the Association, or fifty or more Regular Members of the Association shall be placed on the agenda of the annual meeting of the Board of Officers provided that they are submitted to the Executive Director at least one month in advance of the annual meeting of the Board.

7.10. Quorum for Board Meetings.
7.10: NEW SECTION
A majority of officers shall constitute a quorum for the transaction of business. The acts of a majority of the officers present at a meeting at which a quorum is present shall be the acts of the Board.

7.11. Actions of the Board Outside Board Meetings.
7.11: NEW SECTION
If Board action is necessary when the Board is not holding a meeting, the Chair of the Board may call for a vote of the Board by electronic mail, preceded, if necessary, by discussion via the same medium. In such cases, the votes of a majority of the officers of the Board shall constitute acts of the Board. The votes shall be recorded and announced to the Board by the Executive Director or the Chair of the Board.

7.12. Review of Actions Taken by the Board of Officers.
7.12: Compare Current Bylaws By-Law.8
Regular Members of the Association a given Division have a right to request the Executive Committee of their that Division to ask the Board of Officers to review or rescind actions taken by the Board. Wwhen such actions have not been explicitly approved by at the Divisional Business Meeting, or through direct petition to the executive committee by any ten voting members of a division a Regular Member of that Division may individually make such a request; when they have been so approved, a petition signed by ten Regular Members of that Division is required. It shall be the prerogative of the Divisional Executive Committee, as the elected organ of the division, to decide whether the request shall be transmitted to the Board, and if the request is transmitted to state what action the Divisional Executive Committee recommends. All such petitions shall be made known to the Executive Committees of the other Divisions for their consideration.

Article 8 – Committees of the Association
8.1. Standing Committees of the Association.
8.1: Compare Current Bylaws VII.1.
The list is rearranged in alphabetical order
There shall be six Standing Committees of the Association, as follows:
(1)The Committee on Academic Career Opportunities and Placement;
(2)The Committee on Inclusiveness;
(3)The Committee on International Cooperation;
(4)The Committee on Lectures, Publications, and Research;
(5)The Committee on the Status and Future of the Profession (which shall include as ex officio members the chairs of the other standing committees); and
(6) The Committee on the Teaching of Philosophy.

8.2. Duties of the Standing Committees.
8.2: Compare Current Bylaws VII.2
Detailing the duties and responsibilities of the Standing Committees shall be the duty of the Board of Officers.

8.3. Chairs and Members of the Standing Committees: Appointment, Term of Office.
8.3: Compare Current Bylaws VII.3.
Members and Chairs and Members of the Standing Committees shall be appointed from among the Members of the Association and shall (except for the ex officio members of the Committee on the Status and Future of the Profession) be appointed for three-year terms.

8.4. Additional Committees.
8.4: Compare Current Bylaws VII.4.
The Board may authorize the appointment of committees for special purposes and projects. Such committees shall be referred to as Committees.
9: Compare Current Bylaws IX

Article 9 – Liability and Indemnification
9.1. Liability.
9.1: Compare Current Bylaws IX.1
General Rule. An officer of the Board Member or other authorized representative shall not be personally liable for monetary damages as an officer of the Board Member or other authorized representative for any action taken, or any failure to take any action, unless:
9.1.1: Compare Current Bylaws IX.1.a
1. The Board Member officer or other authorized representative has breached or failed to perform the duties of a Director in accordance with the standard of conduct contained in Section 5712 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, and any amendments and successor acts thereto; and
9.1.2: Compare Current Bylaws IX.1.b
2. The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness;
Provided, however, the foregoing provision shall not apply to (i) the responsibility or liability of a Board Member an officer or other authorized representative pursuant to any criminal statute or (ii) the liability of a Board Member an officer or other authorized representative for the payment of taxes pursuant to local, state, or federal law.

9.2. Indemnification.
9.2: Compare Current Bylaws IX.2
The Association shall indemnify any officer or Board Member other authorized representative who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (and whether or not by, or in the right of, the Association) by reason of the fact that such person is or was a representative of the Association, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Association, indemnification shall not be made under this section in respect of any claim, issue, or matter as to which the person has been adjudged to be liable to the Association unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Association is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.

9.3. Indemnification Procedure.
9.3: Compare Current Bylaws IX.3
Unless ordered by a court, any indemnification under Article IX, paragraph 2 Article 9.2, or as otherwise permitted by law, shall be made by the Association only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she the officer or other authorized representative has met the applicable standard of conduct set forth under that section. Such determination shall be made:
9.3.1: Compare Current Bylaws IX.3.a
1. By the Board of Officers by a majority vote of a quorum consisting of Board Members officers or other authorized representatives who were not parties to the action or proceeding; or
9.3.2: Compare Current Bylaws IX.3.b
2. If such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Board Members officers or other authorized representatives so directs, by independent legal counsel in a written opinion. ; or
3. By the members.

9.4. Advancement of Expenses.
9.4: Compare Current Bylaws IX.4
Expenses incurred by a person entitled to indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit, or proceeding shall be paid by the Association in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Association.

9.5. Continuing Right to Indemnification.
9.5: Compare Current Bylaws IX.5
The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or other authorized representative of the Association and shall inure to the benefit of the heirs, executors, and administrators of such person.

9.6. Other Rights.
9.6: Compare Current Bylaws IX.6
This Article shall not be exclusive of any other right which the Association may have to indemnify any person as a matter of law.
10: Compare Current Bylaws By-Law.2

Article 10 – Funds of the American Philosophical Association
10.1. Derivation of Funds.
10.1: NEW SECTION
Funds of the Association shall be derived from membership dues, charitable contributions, and any other sources of funds consistent with the purposes of the Association.

10.2. Maintenance of Funds.
10.2.A: Compare Current Bylaws By-Law.2.a
A. The Executive Director of the Association shall maintain accurate records of the receipts, deposits, and disbursements of the Funds of the Association. The authority for receipt, deposit, and the disbursement of funds shall be the Board of Officers acting in accordance with the following provisions:
10.2.A.1: Compare Current Bylaws By-Law.2.a.i
1. Funds designated for special purposes shall be disbursed only for those purposes.
10.2.A.2: Compare Current Bylaws By-Law.2.a.ii
2. Funds designated for the exclusive use of a Division (hereinafter referred to as "Divisional Funds") shall be, at the pleasure of that Division, disbursed to the Divisional Secretary for the purpose of defraying the costs of the Regular Meeting arranged by that Division or for other legitimate expenditures of that Division.
10.2.A.3: Compare Current Bylaws By-Law.2.a.iii
3. Income resulting from the meetings arranged by a Division and gifts and grants designated for use of a Division shall be received as Divisional Funds; and
10.2.A.4: Compare Current Bylaws By-Law.2.a.iv
4. At the pleasure of the Divisional Executive Committee of a division, a Divisional Secretary may function as Treasurer of all or part of the Divisional Funds of that Division.
10.2.B: Compare Current Bylaws By-Law.2.b
B. Should a deficit or temporary financing need occur in a Division either as a result of expenditures connected with the Regular Meeting held in that Division’s region or as a result of other legitimate expenditures, the Board of Officers shall, insofar as is consistent with the interests of all three Divisions, allocate funds to cover the deficit or extend the credit for the temporary financing need.
10.2.C: Compare Current Bylaws By-Law.2.c
C. Records of all receipts, deposits, and disbursements of the funds of the Association, including Divisional Funds, shall be subject to regular annual audit; and the report of the auditor shall be published for the Members of the Association.
11: Compare Current Bylaws X

Article 11 – Amendments
11.1. Amendments.
11.1.A: Compare Current Bylaws X.2
A. Amendments to this constitution of and additions to the Bylaws may be proposed only by a Divisional Business Meeting, a Divisional Executive Committee, the Board of Officers, or by a petition bearing the signatures of at least fifty Regular Members.
11.1.B: Compare Current Bylaws X.3
B. Any proposed amendment to the constitution proposal for amending or adding to the Bylaws must be announced to the Regular Members of the Association at least one month in advance of the first Divisional Business Meeting at which it is discussed.
11.1.C: Compare Current Bylaws X.1
C. Any proposed amendment to the constitution Bylaws must be presented, for discussion or amendment only, at a regular business meeting of each of each of the Divisional Business Meetings of the three Divisions. After discussion, the proposed amendment must be submitted to a mail ballot in each Division. Passage of a proposed amendment requires a majority of the votes cast in each of the three Divisional mail ballots.