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Section I: Constitution & Bylaws of the Society of American Archivists
Constitution
Bylaws
Constitution of the Society of American Archivists
I. NAME
The name of this organization shall be the Society of American Archivists.
The Society is incorporated as a nonprofit organization under the laws of the
District of Columbia.
II. OBJECTIVES
The Society of American Archivists is a professional organization
established to provide a means for effective cooperation among persons concerned
with the documentation of human experience; to stimulate and to publish the
results of research in archival administration and records management; to promote
the adoption of sound principles and standards by all public and private agencies
responsible for the preservation and administration of records; to foster a
better public understanding of the nature and value of archival operations
and holdings; to develop professional standards, particularly for the training
of archivists, records managers, and custodians of private papers, and to improve
the facilities and increase the opportunities for such training; to maintain
and strengthen relations with historians, librarians, educators, public administrators,
and others in allied disciplines; to cooperate with other professional organizations,
cultural and educational institutions, and international organizations having
mutual interests in the preservation and use of recorded heritage.
III. MEMBERSHIP
A. There shall be several categories of membership.
1. Individual full membership shall be open to those who are or have been
engaged in the custody, study, teaching, or control of records, archives,
or private papers, or who wish to support the objectives of the Society.
Full members are eligible to hold office in the Society; to hold any appointive
position in the Society; to vote for officers, Councilors, and members of
the Nominating Committee; to vote on all matters requiring a vote which come
before the Society as a whole; to be members of constituent units of the
Society; and to receive the benefits of the Society's programs and services.
2. Individual associate membership shall be limited to those who wish to
support the objectives of the Society but who are either not professionally
responsible for custody or control of records, archives, or private papers
or who are not engaged in the study or teaching of archives. Associate members
are eligible to be members of sections, roundtables, and task forces and
to receive the benefits of the Society's programs and services.
3. Individual student membership shall be open to students in degree-conferring
programs. Student members may vote for officers, Councilors, members of the
Nominating Committee, and on all matters requiring a vote which come before
the Society as a whole. Student members are eligible to hold any appointive
position in the Society; to be members of constituent units of the Society; and
to receive the benefits of the Society's programs and services.
4. Institutional membership shall be open to institutions or agencies responsible
for or substantially interested in the custody, study, teaching, control,
or use of records, archives, and/or private papers. Institutional members
are eligible to receive the publications of the Society. Each institutional member may identify a primary contact person, who is eligible to vote, hold office, and serve on appointed groups.
5. Honorary membership, in recognition of eminent distinction in any of
the fields of the Society's objectives, may be extended to any person chosen
by a two-thirds vote of the full membership of the council following nomination
by at least ten (10) individual members. Honorary membership shall be for
life, and honorary members shall not be required to pay dues or other assessments;
they shall have all the privileges of individual full members. The number
of honorary members shall not exceed ten (10) at any one time.
B. Fellows of the Society of American Archivists
To recognize sustained and outstanding achievements in pursuit of the goals
of the profession and the work of the Society, there shall be a special class
of individual dues-paying members, known as Fellows of the Society of American
Archivists, which shall consist of members elected to that class by a seventy-five
percent (75%) vote of the Committee on the Selection of Fellows. The number
of Fellows shall be no more than five percent (5%) of the total individual
membership reported at the last annual business meeting of the Society. No
member of the Society shall be elected a Fellow who has not been a full member
of the Society in good standing for at least seven (7) years immediately
preceding election.
IV. DUES
A member shall be enrolled upon the first payment of dues and shall
receive benefits during the period for which dues have been paid. All dues
shall be payable in advance. Membership in good standing shall cease when dues
are ninety (90) days in arrears. Changes in membership dues shall be determined
by a majority vote of those members present and voting at the annual business
meeting of the Society.
V. GOVERNANCE AND ADMINISTRATION
A. Officers and the Council
1. Officers.
The officers of the Society shall be a President, a Vice President, and
a Treasurer. The President and Vice President shall serve terms of one (1)
year each and shall take office at the conclusion of the annual business
meeting following the election and shall be ineligible for immediate reelection.
The Vice President shall automatically become president at the conclusion
of the following year's annual business meeting or in case of a vacancy in
the presidency. The Treasurer shall be elected for a term of three (3) years
beginning at the conclusion of the annual business meeting following the election
and shall be ineligible for immediate reelection.
2. Council
a) The government of the Society, the management of its affairs, and the
regulation of it procedures, except as otherwise provided in this constitution,
shall be vested in a council. The Council shall consist of the President,
Vice President, Treasurer and nine (9) councilors elected at-large by the
Society. Three (3) of the nine (9) councilors shall be elected in each annual
election for terms of three (3) years. The nine (9) councilors shall be ineligible
for immediate reelection. If a vacancy shall occur among the councilors or
in any of the offices except the presidency, it may be filled by the council.
The persons designated shall hold the position until the next annual election
at which time the position will be filled by election for the remainder of
the term, if any.
b) The Council shall meet at the Annual Meeting of the Society and shall hold
such other meetings as it may determine. Special meetings of the Council
for any purpose shall be called by the Executive Director on written request
of the President or of three (3) members of the Council. Seven (7) members
shall constitute a quorum for the transaction of business. When meeting in
person, a vote shall become the act of the Council on approval by a majority
of those present and voting, unless otherwise required by the constitution
or bylaws.
c) There shall be an Executive Committee of the Council constituted according
to the bylaws of the Society.
B. Finances.
1. The Society's financial assets and activities shall be divided into funds
reflecting general operations, special projects, endowments, and such other
functional categories as council may establish from time to time. To further
the aims and purposes of the profession, the council may establish special
projects funds set apart from the general operating and endowment funds and
used only for the purposes for which they are or were established. The Council
may establish permanent endowment funds from which only the earnings may
be expended to further the aims of the Society.
2. The Council shall be responsible for policy governing investment of funds
and for care of other assets of the Society. Fiscal control of the funds
and assets shall be maintained by such records and accounting system as may
be prescribed by the council in accordance with the constitution, bylaws,
and existing guidelines. An annual audit of the financial affairs shall be
made and a report of the audit published.
C. Appointments.
The Council shall appoint an Executive Director who shall serve at its pleasure.
Except when the Council or its Executive Committee is in executive session,
the Executive Director shall attend the meetings of the Council, the Executive
Committee, and the annual business meeting and keep their minutes, but shall
not vote. The Council shall appoint the Society's archivist and may make
other appointments as needed.
VI. MEETINGS
1. The Society shall hold an annual business meeting at such time and place
as the Council shall determine, and special meetings may be called by a two-thirds
(2/3rds) vote of the Council. Notice of each meeting of the Society shall
be mailed by the Executive Director at least thirty (30) days before the
date of the meeting. One hundred (100) individual members shall constitute
a quorum for the transaction of business, but a smaller number may adjourn
to another date.
2. Resolutions passed at the annual business meeting which request the Council
to take a specific action must be formally considered and voted upon by the Council
in a timely fashion. The membership shall be notified of the results of that
deliberation in the first mailing sent to the membership following the Council's
vote. If ten (10) percent of the membership disagrees with the Council's decision
and files a petition within ninety (90) days of the U.S. Postal Service
postmark of the Council's notification, to that effect with the executive
office, a mail ballot shall be conducted through the next mailing to the
membership and the results of a majority vote of the members voting on this
ballot shall be binding provided that at least thirty (30) percent of the
eligible members shall have voted.
VII. RECORDS
The records of the Society, of the Council, and other units of the Society
shall be preserved by the officers, councilors, the Executive Director, and
unit chairs, and shall be promptly turned over by them to their successors.
Noncurrent records shall be appraised by direction of the Council upon recommendation
of the Society's archivist, those records of continuing value shall be placed for
preservation in the Society's official archives, and the Council shall determine
a policy of access to these records.
VIII. PUBLICATIONS
When funds are available, the Society shall publish a journal, a
newsletter, a membership directory, and other such publications as the Council
may designate. All categories of membership shall be entitled to receive the
journal, newsletter, and membership directory and subscriptions shall be accepted
from others at such rates as may be directed by the Council.
IX. BYLAWS
The Council is authorized and directed to prepare, adopt, or amend
such bylaws as may be desirable to regularize the administrative practices
of the Society. Adoption or amendment of bylaws may be made either by a two-thirds
(2/3rds) vote of the Council or by a two-thirds (2/3rds) vote of those members
present and voting at the annual business meeting. A copy of the current constitution
and bylaws shall be published in the Society's membership directory and shall
be available to any member upon request to the Executive Director.
X. AMENDMENTS
Amendments to this constitution may be recommended by a majority
vote of the Council or proposed in writing by at least twenty-five (25) members
of the Society. All amendments must be filed with the Executive Director at
least one hundred (100) days prior to the Annual Meeting. Copies of the proposed
amendments shall be mailed by the Executive Director to all members at least
sixty (60) days in advance of the meeting at which they are to be considered.
If approved by the Council, amendments may be adopted by a majority of the
members present and voting at the annual business meeting of the Society. If
not approved by the Council, amendments may be adopted by a two-thirds (2/3rds)
vote of the members present and voting at the annual business meeting of the
Society.
XI. DISSOLUTION
In accordance with the laws of the District of Columbia (currently
29 D.C. Code 1047), the Society may be dissolved upon the vote of two-thirds
(2/3rds) of the members present and voting at a meeting called for such purpose
following notification through the U.S. Postal Service at least 90 days in
advance of the meeting. In the event of dissolution, the Society's property,
funds, and other assets shall pass to whatever agency or agencies may be designated
by the Council in office at the time of dissolution.
As amended August 29, 1997.
Bylaws of the Society of American Archivists
1. DUTIES OF OFFICERS
A. The President shall direct and coordinate the affairs of the Society,
preside at all business meetings of the Society, the Council, and its Executive
Committee, and shall perform such duties as may be directed by the Council.
The President may vote in any meeting of the Society at which he or she presides.
B. The Vice President shall perform the duties of the president in case
the president is absent or incapacitated and, in case of a vacancy in the
presidency, shall assume that office and hold it for the remainder of the
term.
C. The Treasurer shall be responsible for: planning and formulating financial
policy in consultation with the Finance Committee and the Executive Director; recommending such policies
to the Council; reviewing the annual budget before its submission to the Finance
Committee and to the Council; internal auditing of all Society financial operations;
providing an annual report on the Society's finances; and investing special
funds and endowments on the advice and consent of the Finance Committee and the Council. In the absence
of the President and the Vice President, the Treasurer shall preside at business
meeting(s) of the Society and meetings of the Council.
2. DUTIES OF THE EXECUTIVE DIRECTOR
The Executive Director shall manage the programs and activities of the Society
and its staff. The Executive Director shall assist the President in establishing
the agenda for the Council's meetings.
The Executive Director shall keep the minutes of the annual business meeting,
Council meetings, and Executive Committee meetings; prepare and mail notices; present at each
annual business meeting a report of the activities of the Society; and perform
such other duties as may be directed by the Council. The Executive Director
shall have custody of and preserve the corporate seal of the Society and
shall affix the seal under the direction of the President and the Council.
The Executive Director shall, in consultation with the Treasurer, prepare
the Society's annual budget for submission to the Executive Committee and
the Council. The Executive Director shall receive and disburse all funds in the
general operating budget of the Society and the funds in the various Society
budgets supported by external grants, special projects, and endowments under
guidelines established by the Council. Quarterly reports of all receipts and
disbursements for all budgets shall be made to the Council by the Executive
Director. According to guidelines established by the Council, the Executive Director
shall hire, compensate, supervise, evaluate, and terminate all other persons
employed by the Society.
3. COUNCIL
When the Council meets through telecommunications or electronic conference,
a vote shall become the act of the Council upon the approval of a majority
of all members of the Council unless otherwise required by the constitution
or bylaws.
4. EXECUTIVE COMMITTEE
The Executive Committee of the Council shall be composed of the
President, the Vice President, the Treasurer, and one councilor who shall be
elected for a term of one (1) year by the nine (9) councilors at the spring
meeting of the Council. The President shall serve as chair of the Executive Committee
and shall call the committee into session. The Executive Committee shall act
for the Council in conducting the affairs of the Society between meetings of
the Council and shall provide timely communication and consultation with the
Council between meetings. The Executive Committee shall annually
conduct a performance review of the Executive Director according to procedures
mutually agreed to by the Executive Committee and the Executive Director and
approved by the Council.
5. ELECTION OF OFFICERS AND COUNCILORS
A. There shall be a Nominating Committee composed of five (5) members, two
(2) of whom are selected by lot at the spring meeting of the Council from among
the councilors in their second year of service and three (3) of whom have
been elected by the membership. The person receiving the most votes in the
election by the membership shall serve as chair. In the event of a tie vote,
the chair shall be appointed by the Vice President/President-Elect from among
the three (3) elected members of the Committee.
B. The Nominating Committee shall canvass the membership for suggestions
of possible nominees for the offices of Vice President, Treasurer, councilors,
and Nominating Committee. The tabulated results of this advisory canvass
shall be made available to any member of the Society upon request. The Nominating
Committee shall try to achieve a broadly based, diverse governing body.
C. The Nominating Committee shall put forth a minimum of two (2) nominees
from the eligible membership for each vacancy. The nominating committee shall
notify the membership of the names of the nominees through the January/February
issue of the Society's newsletter. An eligible member may also be placed
on the ballot by submission of a petition signed by fifty (50) individual
members. Such petitions must be received in the executive office by February
10.
D. The Nominating Committee shall issue an official ballot containing names
of the candidates whom it has named, the candidates who have been nominated
by petition, and blank space for write-in candidates. The ballot shall be
accompanied by brief biographical sketches of the nominees and responses
to questions posed by the nominating committee. Candidates may add a brief
statement of the issues facing the Society and how they intend to deal with
those issues.
E. Ballots shall be distributed to all individual members according to a method and schedule
approved by the Council. If no candidate for a vacancy receives a plurality of
at least forty (40) percent of the membership voting, the Nominating Committee
will conduct a run-off election via mail ballot under terms determined by
the Council. In the event of a tie vote for the office of Vice President, both
candidates will be deemed to have been elected and will serve successive
terms. The Council will determine by lot which candidate will serve as Vice President
in the first and as President in the second year. The other candidate will
serve as Vice President in the second year and as President in the third
year. In the event of a tie vote that affects the outcome of the election
for any other office, the Council will determine by lot which candidate will
serve.
F. All votes shall be tallied by at least three (3) individual members of
the Society appointed by the President, one of whom shall be designated the
chair. The ballots and the tabulated results shall then be given to the Executive
Director who shall immediately notify all candidates of election results.
The names of the new officers, councilors, and members of the Nominating
Committee shall be published in the next issue of the Society's newsletter
and announced publicly at the annual business meeting. A member may obtain
the vote count from the executive office of the Society.
6. ORGANIZATIONAL UNITS
A. Except as otherwise specified in the constitution and/or bylaws, standing
committees, task forces, boards, sections, roundtables, and other units shall
be created and terminated by the President with the advice and approval of
the Council. Chairs of standing committees, task forces, and boards shall
be appointed by the President for terms of one year and may be appointed
to a maximum of three consecutive terms except for such bodies for which
the term and means of selection of chair are otherwise specified in the constitution
and/or by-laws of the Society. Each standing committee, task force, board,
or other unit shall have guidelines approved and amended as necessary by
the Council that set forth its purpose, size, composition, means of selection
and length of terms of members and chair, reporting procedures, and duties
and responsibilities. Each section shall select its own leaders and shall
adopt bylaws defining its own governance provided that no section bylaw may
be in conflict with the constitution, bylaws, or guidelines of the Society.
Each roundtable shall select its own leaders and shall operate in accordance
with guidelines approved and amended as necessary by the Council.
B. Student chapters may be initiated in academic institutions and approved
by the Council. Each student chapter shall select its own leaders and adopt bylaws
defining its own governance, provided that no student chapter bylaw may be
in conflict with the constitution, bylaws, or guidelines of the Society.
7. GRIEVANCE COMMITTEE
In the event of grievances as specified below, there shall be a Personnel
Grievance Committee. The Committee shall be composed of five members, each
of whom must have served the Society as a councilor or as an elected officer
within the past five years, but who may not be serving in such capacity at
the time of the work of the Committee. Two members of the Committee shall be
chosen by the Council, two members by the Executive Director, and the fifth member
by decision of the first four members chosen. The fifth member will serve as
chair of the Committee. The Committee shall hear grievances 1) between the
Executive Director and the Council, 2) between the Executive Director and a staff
member, and 3) such other grievances as may be referred to it by the Council. The
decision of the Personnel Grievance Committee concerning matters involving
the executive director shall be binding upon the parties to the dispute, provided
that the decision is in accordance with applicable federal and state laws and
the constitution and by-laws of the Society.
8. GUIDELINES
The Council is authorized and directed to prepare, adopt, or amend
such administrative guidelines, policies, and procedures as may be desirable
to regularize the functions and operations of the Society's committees, task
forces, boards, sections, roundtables, representatives, awards, programs, and
other activities. Adoption or amendment of a guideline requires approval by
a majority of the Council. No part of the guidelines may conflict with the
Society's constitution or bylaws. The guidelines shall be maintained by the
Executive Director, and a copy of the current guidelines shall be available
to any member upon request to the Executive Director.
9. PARLIAMENTARY PROCEDURE
Sturgis' Standard Code of Parliamentary Procedure (latest
revised edition) shall govern the proceedings of the Society, except as otherwise
provided for in the constitution, by-laws, and special rules of the Society.
10. RULES OF BUSINESS MEETING
At the beginning of the Society's annual business meeting, the President
shall present the following rules for adoption by a majority vote of those
members present and voting. Once adopted, the rules may be suspended or amended
only by a two-thirds (2/3rds) majority of members present and voting unless
such suspension or amendment conflicts with the Society's constitution or
bylaws. Notice of the rules of the business meeting shall be made in writing
to all meeting registrants through their registration packets.
a) Full members, student members, and honorary members may vote at the Society's
business meetings. Each institutional member may identify a primary contact person who is eligible to vote.
b) In any question of the membership status of an individual, the executive
office roster of members for the month in which the annual meeting begins
will be definitive.
c) All members may participate in discussions at the business meeting.
d) Nonmembers may speak by general consent of the membership; if a member
calls into question the participation by a nonmember, the chair will ask
for a vote by the members present. A simple majority will provide consent
to speak.
e) Persons seeking recognition from the chair shall identify themselves
for the record, giving their names, institutional or other affiliation, and
whether they are members or nonmembers.
f) One hundred (100) individual members constitute a quorum.
g) Debate shall be limited to five minutes for each speaker; no speaker
may have the floor twice until all who wish to speak have spoken.
h) All resolutions to be brought before the business meeting for action
shall be submitted to a Council Resolutions Committee no later than noon
of the day preceding the business meeting and shall be available to members
in writing at the meeting. Resolutions from the floor may be considered by
majority vote.
i) Amendments to the constitution that have been approved by the Council in
advance of the business meeting may be adopted by a majority vote. Amendments
to the constitution that have not been approved by the Council may be adopted
by a two-thirds (2/3rds) vote. All amendments to the constitution must be
filed with the Executive Director at least one hundred (100) days prior to
the annual meeting and mailed by the executive director to all members at
least sixty (60) days in advance of the meeting at which they are to be considered.
j) Adoption of, or amendment to, bylaws of the Society may be made by a
two-thirds (2/3rds) vote of those members present and voting at the annual
business meeting.
k) At the beginning of the meeting the President will announce the agenda,
call for additions or amendments, and call for a vote to approve the agenda.
After the agenda has been adopted by the majority of the members present
and voting, it can be departed from only by the general consent or by two-thirds
vote if any members request a vote.
l) Proxy votes are not permitted.
m) Aside from the rules above, Sturgis' Standard Code of Parliamentary
Procedure (latest revised edition) will govern the business meeting.
As amended November 3, 2006 and revised August 10, 2009.
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