American Philosophical Society

“On advice of counsel, we have removed from the Laws the detailed procedures for the classes, the election of members, and the lengthy description of our committees and their working procedures. The version we are submitting for approval is thus significantly shorter than its predecessor. These materials will in the future be part of a new document called Regulations, which will be adopted by vote of Council and will be more readily amended as operational details evolve. The Laws, however, will remain subject to revision only by a vote of the Members (as state law provides). Apart from this major alteration, the significant areas of change in the Laws are as follows:1. Language from Pennsylvania law has been inserted into a considerable number of articles to conform to the current state of statutes. This language is mandatory and not subject to change by us. The most important such new language is in Chapter II, Article 9, Reserved Powers of Members. 2. Pennsylvania requires that committees be either governance committees, strictly defined as capable of acting on behalf of the Society, or advisory committees, of which the actions require ratification by Council. We have kept in the Laws only one governance committee, the Executive Committee of Council. All others are advisory and will be described in the Regulations. They can in fact take decisions within policies approved by the Council, for example in awarding research grants or fellowships, in selecting candidates for the annual elections, and in accepting acquisitions for the Museum. But they cannot establish policies without approval by Council. This is an important change in how we have operated, but we believe it can be implemented without disruption. 3. Just as we changed the Librarians official title recently to Director of the Library & Museum (in large part to recognize the union of those two departments), we recommend using the title Chief Executive officer to make the nature of the position more recognizable in the world at large, and retitling the Financial Officer as the Director of Finance and Administration/Chief Financial Officer for similar reasons and to make the scope of this position clearer.4. We have recommended allowing International Members to nominate persons for membership. Such nominations remain subject to the decision of the Class Committees whether to have names go forward onto the first or second ballot, and International Members remain unable to vote in elections. 5. On advice of counsel, the provision for continued service on Council of past presidents has been eliminated (Chapter VI, Article 1). 6. The Curator of Art and Material Culture is now to be elected by the Members like other officers. The Curator of the Jefferson Garden will remain a presidential appointment but not serve on the Council. We have provided in the Regulations for a new Committee on Compensation, something we have lacked until now, with an annual duty of recommending the compensation for the Chief Executive Officer and a periodic one of reviewing the entire compensation structure of the Societys staff.”

“The society has members. The members do not receive a share of the society's profits and there are no member dues.”

“The members elect the members of the governing body (council) and approve specific decisions of council as the laws direct.”

“All council decisions relating to the charter, the laws, and the composition and size of the membership, are subject to the membership's approval.”

“1. A copy of form 990 is provided to the committee on audit and to every voting member of the council.2. The treasurer and the chair of the committee on audit are responsible for soliciting comments from the committee on audit and receiving comments from the council within a fixed reasonable period of time before the expected (initial or extended) filing due date. The treasurer and chair of the committee on audit report any concerns to the chief executive and administrative officers for review. The chief executive officer responds to the treasurer and the chair of the committee on audit in a reasonable manner. The chief executive officer after due deliberation signs the return.”

“Covered persons are solicited annually, asking these individuals to report any possible potential conflict.”

“President and treasurer approve the compensation of the chief executive officer with the advice of the compensation committee of council and within budgetary parameters approved by council.”

“Comparability data are utilized and all salaries are determined at the discretion of the chief executive officer.”

“The society's yearbook for 2024 gives a complete account of the society's activities. It also includes a copy of its laws and policies. A copy will be furnished upon request. Financial statements are available upon request.”

“: Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“: Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“: Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“: Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“: Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Chg in Val of Annuity Agree.: Column (A) - Total = $48363; Column (B) - Program Services = $0; Column (C) - Management & General = $48363; Column (D) - Fundraising = $0”

“Committee expenses: Column (A) - Total = $88354; Column (B) - Program Services = $55016; Column (C) - Management & General = $33338; Column (D) - Fundraising = $0”

“Curatorial exhibit expenses: Column (A) - Total = $206783; Column (B) - Program Services = $206783; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Curatorial Project Personnel: Column (A) - Total = $3565; Column (B) - Program Services = $3565; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Development expenses: Column (A) - Total = $122036; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $122036”

“Education & Collections exp.: Column (A) - Total = $88231; Column (B) - Program Services = $88231; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Equip. rental and maintenance: Column (A) - Total = $255101; Column (B) - Program Services = $49744; Column (C) - Management & General = $195153; Column (D) - Fundraising = $10204”

“Grant database: Column (A) - Total = $53302; Column (B) - Program Services = $53302; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“HRA Maintenance: Column (A) - Total = $4705; Column (B) - Program Services = $0; Column (C) - Management & General = $4705; Column (D) - Fundraising = $0”

“Library books & manuscripts: Column (A) - Total = $121718; Column (B) - Program Services = $121718; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Membership expenses: Column (A) - Total = $34635; Column (B) - Program Services = $34635; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Miscellaneous - Curatorial: Column (A) - Total = $12853; Column (B) - Program Services = $12853; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“MISCELLANEOUS RESEARCH: Column (A) - Total = $2010; Column (B) - Program Services = $2010; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Pension Benefit Costs: Column (A) - Total = $250857; Column (B) - Program Services = $179175; Column (C) - Management & General = $48783; Column (D) - Fundraising = $22899”

“Permanent collections: Column (A) - Total = $11031; Column (B) - Program Services = $11031; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Prizes & Honoraria: Column (A) - Total = $140536; Column (B) - Program Services = $140536; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Professional services: Column (A) - Total = $120322; Column (B) - Program Services = $0; Column (C) - Management & General = $120322; Column (D) - Fundraising = $0”

“Relocation costs: Column (A) - Total = $43609; Column (B) - Program Services = $0; Column (C) - Management & General = $43609; Column (D) - Fundraising = $0”

“Special Purposes Curatorial: Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Temporary help: Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“Travel & Public relations: Column (A) - Total = $88994; Column (B) - Program Services = $0; Column (C) - Management & General = $88994; Column (D) - Fundraising = $0”

“Unemployment compensation: Column (A) - Total = $7717; Column (B) - Program Services = $0; Column (C) - Management & General = $7717; Column (D) - Fundraising = $0”

“annuity interest = -$49250”

“Change in pension liability = $504374”

“change in post retirement benefit liability = $121338”

“change in post retirement = -$0”

“Change in Postretirement benefit liability = $0”

“Realized gain attributable to annuity obligation = -$205428”

“rounding = -$0”

“Unrealized gain attributable to annunity obligation = -$45379”

“Unrealized loss attributable to annuity obligation = $0”