Governance Structure for Hypatia 2019
The following document is the product of a discussion that has lasted for nearly a year with participation from three groups: the Task Force, the current Nonprofit Board, and the University of Oregon editorial team. The Task Force also solicited input from a broader group of people who have held leadership posts with Hypatia in the past, as former Journal Editors, Associate Editors, members of previous Nonprofit Boards, and Managing Editors.
The Nonprofit entity Hypatia (sometimes erroneously referred to as Hypatia, Inc.) exists primarily to publish the journal Hypatia, as spelled out in Article 1. The journal Hypatia will continue to be led by a set of groups with different tasks and responsibilities. Additional standing committees provide (a) mechanisms to ensure a regular flow of communication and then (b) mediation if communication breaks down, and (c) direct attention to outreach and publication ethics.
Statement of Purpose:
Hypatia is a Nonprofit organization incorporated in the State of Washington, granted 501(c)(3) status by the IRS as of May 14 2008, organized exclusively for charitable, scientific, and educational purposes, to foster feminist scholarship in philosophy and related fields, primarily by the publication of the academic journal, Hypatia: A Journal of Feminist Philosophy. Hypatia is accountable to feminist philosophical communities. In the remainder of this document, Hypatia (italicized) will refer to the journal, while Hypatia (without italics) will refer to the nonprofit organization.
Relation to Prior Documents:
This Governance Structure is drawn from and conflicts in some provisions with two prior documents: “Hypatia Governance Revised 2012” and “Hypatia Bylaws Updated 15 October 2012.” Both prior documents contain detailed provisions that remain in force. Where there is conflict between provisions, this Governance Structure supersedes the prior documents.
Hypatia shall be run by the following bodies: (a) an Editorial Team, including editors of Hypatia Reviews Online (HRO); (b) a Board of Associate Editors; and (c) a Nonprofit Board. There will also exist ad hoc committees as needed, other committees as described in Article 8 below, and two standing committees: a Facilitation and Communication Committee, and an Outreach and Ethics Committee. The duties and formation of these groups are spelled out below. All of these groups are responsible for upholding the mission and core values of the journal. Each body shall develop practices to implement the responsibilities falling within its sphere of authority. If a serious disagreement arises that disables communication between the governing bodies and that cannot be resolved by the governing bodies themselves, each body has the responsibility to bring the disagreement to the Facilitation and Communication Committee.
If additional bodies are appointed later, for example, a larger “Editorial Board,” its members shall also be expected to uphold the mission and core values of the journal; however, they shall not be considered one of the three governing bodies.
In relation to Hypatia, the Editorial Team will produce four issues of the journal each year, solicit articles by attending conferences and identifying potential submissions, maintain the Hypatia web presence, work with the HRO Editor(s) to maintain the fiscal health and academic reputation of HRO, and work with the Associate Editors to solicit proposals for Special Issues, Clusters, and Musings. The Editors will also hire one or more Managing Editors, create a memorandum of understanding about their responsibilities, and oversee their work.
The Editorial Team will be responsible to maintain communication as needed with the Associate Editors, Nonprofit Board, the Facilitation and Communication Committee, and the Outreach and Ethics Committee. A member of the Editorial Team will serve on the two standing committees, on the Nonprofit Board, and on any other committee or body as needed.
In relation to the publisher, the Editorial Team will ensure that the operation of the editorial office meets the requirements of the current publishing agreement, and will review this agreement in a timely way when it is due for renewal or renegotiation. This process commences three months before the notification date required by the publisher:
- The Editorial Team will review the current agreement and make a recommendation to the Associate Editors and Nonprofit Board to either renew or renegotiate the current agreement, or solicit competitive proposals from other publishers.
- If the Editorial Team, Associate Editors, and Nonprofit Board agree that the current agreement should be renegotiated, the Nonprofit Board will be responsible to create a subcommittee with representation from the Editorial Team, the Associate Editors, and its own members to negotiate a new contract with the current publisher and/or to solicit competitive publication proposals from other publishers.
- The Editorial team will participate in negotiating the new contract with the chosen publisher, typically through the subcommittee created by the Nonprofit Board.
In relation to the Nonprofit Board, the Editorial Team has fiscal and legal responsibilities that include editorial and financial reporting and planning.
- To maintain detailed, current records and provide a comprehensive Annual Report to the Nonprofit Board and the Board of Associate Editors. This report will include information about submissions, rates of acceptance, diversity, and other data both from the publisher’s report and from the editorial office’s records. It will also discuss current issues and concerns. This report will be delivered as soon as reasonably possible after receipt of the publisher’s data and no later than two weeks before the Board’s Annual General Meeting.
- To keep detailed financial records and provide the Treasurer of the Nonprofit Board with any financial information needed in order to facilitate filing taxes or other financial concerns relevant to the work of the Nonprofit Board.
- To deliver to the Nonprofit Board at least two weeks in advance of the Board’s annual meeting in the Fall:
1) A report on the current year’s income and expenses, including anticipated expenses for the remainder of that budget year, and
2) A proposed budget for the upcoming calendar year for review and approval by the Nonprofit Board that provides detailed information justifying the budget request based on anticipated expenses of the editorial office.
In relation to the Board of Associate Editors,the Editorial Team will consult the Associate Editors about matters of editorial policy and present, for review and an advisory vote, proposals for special issues and new initiatives. Specific roles and responsibilities include:
- To co-convene the election of new Associate Editors with the Associate Editors’ Facilitator;
- To co-convene with the Facilitator of the Associate Editors at least one meeting of the Board each year in late summer or early fall that functions as the annual general meeting;
- To keep the Associate Editors apprised of editorial policy issues and to solicit their advice as issues arise through the year;
- To encourage and provide information for the Associate Editors to be active participants in soliciting proposals for special issues, clusters, and musings as well as open submissions;
- To present an annual report on the operations of the journal in the previous calendar year for discussion the annual meeting;
- To present plans for editorial initiatives and a budget for the editorial office in the coming year;
- To develop practices to implement the Associate Editors’ responsibilities to advise the Editorial Team.
A new Editorial Team will be chosen every 5 years through an open competition. This rotation was instituted from the very beginning of Hypatia as a way to ensure the vitality of the journal’s feminist philosophy. A search committee will be formed by the Associate Editors from among its members, with one member of the Associate Editors as Chair of the Search Committee; one member of the Nonprofit Board will also serve on the Search Committee. The Search Committee should make a public call for nominations as well as actively solicit proposals; proposals may be accepted from any members of feminist philosophical communities. If there are multiple viable proposals, the search committee will bring to the Associate Editors a ranked list for review, and the Associate Editors will then ask the top candidates to seek institutional support. In the final stage, the Associate Editors will make a decision based on the qualifications of the editorial team, their vision, and the institutional support provided. Input will be solicited from all members of Hypatia’s governing bodies as appropriate for their areas of responsibility, but the final decision will be made by a majority vote of the Associate Editors.
The Search Committee must be in place at least 18 months prior to the end of the tenure of the current editors. The process of selection requires a negotiation with a team’s academic institution for support, and this negotiation must occur before the vote. Unless impossible or impractical for reasons beyond the control of the Search Committee, a decision should be made on a new Editorial Team at least six months prior to its beginning, so that a transitional process of training and sharing information can occur.
The HRO Editor(s) will work closely with other members of the Editorial Team to ensure that the operation of HRO meets the requirements of the current publishing agreement and the overall purposes of Hypatia.
In addition the HRO Editor(s) will:
- Solicit reviews by attending conferences and identifying potential submissions.
- Maintain the HRO portion of the Hypatia web presence.
- Work with other members of the Editorial Team to provide comprehensive information on the reviews and reviewers for the Editorial Team’s Annual Report. HRO information should, at a minimum, include the number of reviews, the areas of feminist philosophy covered, the process of soliciting reviews, and, as it becomes feasible, the demographics of the reviewers and of the authors/editors of books reviewed.
New HRO Editor(s) will be chosen every 5 years as part of the selection of a new Editorial Team, as detailed in Article 3.
- To assist the Editorial Team, including the HRO Editor(s), inmaintainingthe journal’s health, advising on editorial policy, soliciting submissions and special issues, clusters, and musings, reviewing reports from the Editorial Team and the Treasurer of the Nonprofit Board, and providing feedback on those reports.
- To review new editorial initiatives and submissions for special issues and take an advisory vote on which to accept.
- To maintain communication as needed with the Nonprofit Board, the Facilitation and Communication Committee, and the Outreach and Ethics Committee.
- To select an Associate Editor to be a member of the two standing committees, on the Nonprofit Board, and on any other committee or body as needed.
- Toassist in theformation and the work of the Diversity Essay Prize Committee and the assessment of Diversity Grant proposals; they will provide members to both committees, which in turn make final decisions on awards.
- To serve in an advisory capacity to the Editorial Team regarding editorial matters that may arise; for example, individual Associate Editors can be asked to suggest reviewers or provide advice about conflicting referee reports in their areas of expertise.
- To commit individually to perform at least 2 reviews per year of submissions in their areas of expertise.
- To form and chair a Search Committee for a new Editorial Team at least 18 months in advance of the completion of the term of the current team. The Search Committee will recommend a new team or teams to the Associate Editors.
- To appoint a new Editorial Team by a majority vote, conditional on the acceptance of the candidates’ proposed budget by the Nonprofit Board. (See Article 7.)
- To choose a Facilitator who will convene meetings at least twice a year, circulate the agenda and any necessary documents for their decisions. This person will serve a 2-3 year term. Either the Facilitator or an appointed Secretary will take minutes of meetings and keep a decision log.
There will be 8-10 Associate Editors at any given time, who will serve 5-year staggered terms to ensure continuity.
Nominations for Associate Editors shall be invited from the Editorial Team, including the HRO Editor(s), the Associate Editors, and the Nonprofit Board. In addition, nominations or self-nominations should be solicited in a public process. The criteria for determining good nominees for Associate Editor shall include their ability to contribute to the diversity of philosophical areas, methods, and topics, their experience, and their ability to represent international feminist communities.
Individuals nominated to the Board of Associate Editors will be voted on by the current Associate Editors and the Editorial Team with distributive voting: An individual will be elected if and only if they receive a majority of votes from the current Associate Editors AND from the current Editorial Team. The names of newly elected Associate Editors should be shared with the Nonprofit Board for their input and feedback.
- To oversee the financial health of Hypatia, receive and make payments, file the taxes, and determine investment pathways.
- To maintain the legal status of Hypatia and communicate with the lawyer on legal issues.
- To enter into contracts with the publisher of Hypatia.
- To work with the Editorial Team toward the end of a publishing contract as they assess the choice to renew or renegotiate the current contract or to solicit competitive proposals from other publishers. This work shall start 3 months before the notification date required by the publisher. If all three governing bodies agree to renew the contract without renegotiation, the Board will proceed with that option.
- To create a subcommittee to renegotiate a publishing contract if all three governing bodies decide that this is needed, either with the current publisher or with a new publisher chosen after soliciting competitive proposals. This subcommittee will have representation from the Editorial Team, the Associate Editors, and its own members; it will select its own Chair. It will make a recommendation to the full Nonprofit Board.
- To review the budget proposed by candidates for Editorial Teams during a search for a new team to ensure that it is consistent with Hypatia’s financial resources. If a candidate’s budget is found to be fiscally inadequate that candidate will be excluded from the final list of candidates. The Nonprofit Board will provide advice to the Associate Editors concerning the budget of all remaining candidates for a new Editorial Team. The Associate Editors will make the final decision concerning the choice of a new Editorial Team, conditional on the advice of the Nonprofit Board regarding the proposed team’s fiscal acceptability.
- To ratify the decision of the Associate Editors concerning the selection of the new Editorial Team.
- To review the Annual Report on Hypatia created by the Editorial Team, and give its feedback and suggestions on matters relevant to the fiscal and legal health of the journal as well as those related to the mission and core values, including on issues of diversity of all sorts in regard to journal publications. Both the Editorial Team and the Board of Associate Editors will receive the feedback and suggestions.
- To maintain communication as needed with the Editorial Team, the Associate Editors, the Facilitation and Communication Committee, and the Outreach and Ethics Committee and to provide a member of the Nonprofit Board for the two standing committees and other committees or bodies as needed.
- To attend (in person or by video conferencing) the Annual General Meeting as well as other meetings convened, and perform other duties as called upon.
The President shall authorize expenditures, preside over meetings of the Board, and perform all duties incident to the office of President as may be assigned to the President from time to time by the Board. The President shall have the power and authority to sign contracts, or other instruments on behalf of Hypatia, except when the signing thereof has been expressly delegated by the Board or by this document to some other officer or is required by law to be signed by some other person or in some other manner.
The President shall organize the meetings, circulate the agenda and any necessary documents, and contact potential new members.
As needed, the President will be assisted by a Vice-President, chosen from among current members of the Nonprofit Board, who shall perform duties as directed by the President.
The Secretary shallkeep the minutes of meetings of the Board and minutes that may be maintained by committees of the Board. In addition, the Secretary shall keep a log of the actions of the Board and send required documents to the Registered Agent for the Nonprofit Corporation.
The Treasurer shall have custody of, and be responsible for, all funds and assets of the corporation, receive and give receipts for moneys due and payable to the corporation, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of this document. The Treasurer will also ensure that annual tax returns are prepared and filed as required by the jurisdictions in which the corporation does business, and arrange for annual renewal of all business licenses, consent resolutions, and incorporation as required federally and by the jurisdictions in which the corporation does business andperform all duties as may be assigned to the Treasurer from time to time by the President or the Board. At each annual meeting of the Board, the Treasurer shall provide the Board with a report of all financial transactions undertaken. The Treasurer shall act as the Tax Matters Representative and prepare a profit and loss statement on a quarterly basis.
The Nonprofit Board members (“Directors” as specified in the 2012 Bylaws) will be chosen through a process of nominations solicited from every governing body of Hypatia, and nominations or self-nominations should be solicited in a public process as well. Individuals will be chosen by a vote of current members of the Nonprofit Board. There will be 4-6 members who will serve staggered terms of 3-5 years. One member of the current Editorial Team will serve on the Nonprofit Board during the duration of their editorship, and one member of the current Board of Associate Editors will serve on the Nonprofit Board, the latter for at least a 2-year term, to be replaced by a different current Associate Editor. In addition, ideally, at least one past Editor or past member of the Board of Associate Editors would serve on the Nonprofit Board. Additional nonvoting Ex Officio members are permitted.
The President and Treasurer of the Nonprofit Board will be chosen from members not currently serving on the Editorial Team or the Board of Associate Editors.
Hypatia will have two standing committees, and will form other committees as needed on an ad hoc basis. The standing committees are:
- The Facilitation and Communication Committee. This committee will consist of one member of the Nonprofit Board, one member of the Editorial Team, and one Associate Editor.
Its duties are internal to Hypatia: to ensure an open flow of communication among the diverse governing bodies of Hypatia, and to mediate any and all disputes to ensure the continued functioning of the journal. It should meet at least once a year, and annually review the relationships between the Editorial Team, Associate Editors, and the Nonprofit Board. The Facilitation and Communication Committee is not a decision making committee; its task is to assess and facilitate communication and mediation. All members of the three governing groups—the Nonprofit Board, the Editorial Team, and the Associate Editors—will agree in writing to accept mediation from this group in cases of serious conflict. If mediation fails, then the Facilitation and Communication Committee will take the issue to the Council of Editors of Learned Journals for resolution.
- The Outreach and Ethics Committee. This committee is tasked with outreach, public engagement, and ethics. It will assist the Editorial Team as needed to address such things as hoax submissions and complaints from authors. It will also engage in an ongoing reflection on Hypatia‘s ethical commitments, ensuring that all those involved with Hypatia are aware of, and adhere to, the COPE guidelines. It will be responsible to maintain, update when needed, and get approval for Hypatia’s Publication Ethics document. It will also be responsible to issue a yearly report that identifies strengths, successes, challenges, and suggestions for improvement. This committee will have one member from each of the three governing bodies of Hypatia; they will recruit 2-3 other members with appropriate expertise.
Ad hoc committees include:
- Short-term committees may be created as needed by the governing bodies of Hypatia, such as a Diversity Essay Prize Committee, Diversity Project and Individual Awards Committee, Search Committees, Investment Research Committee, Publisher Search Committee, etc.
- Diversity Essay Prize Committee. This committee, convened by the Editorial Team in consultation with the Associate Editors, will be comprised of one member of the Associate Editors and two external members (persons not already on one of the Hypatia governing bodies) chosen by a vote of the Associate Editors and the Editorial Team. All members of this committee should have relevant expertise. This committee will read and evaluate submissions every other year for the Diversity Prize, and choose the winner or winners, if there are submissions sufficient in quality to qualify. In general, the committee will be formed anew for each round.
Procedure for Revision
Revision of this Governance Structure shall require a majority vote of all three governing bodies: the Editorial Team, the Board of Associate Editors, and the Nonprofit Board.