CONSTITUTION
(as
amended 1995)
1. The name of the organization shall be the
Oral History Association. The Association is incorporated as a nonprofit organization
under the laws of the state of
.
2. The Oral History Association is a
professional organization established to:
provide a means for effective
cooperation among persons concerned with the documentation of human experience;
stimulate and publish the results
of research in the techniques and uses of oral history;
promote the development and adoption of sound
principles and standards by all agencies, public and private, that have
responsibility for the collection and preservation of historical information
obtained through the techniques of oral history; foster a better understanding
of the nature and value of oral history;
maintain and strengthen
relations with archivists, historians, librarians, educators, public
administrators, and others in allied disciplines;
cooperate with other professional
organizations, cultural and educational institutions, and international
organizations having mutual interests in the preservation and use of our
recorded heritage; and
participate in local, national and
international projects with mutual goals and interests.
MEMBERSHIP
3. Individual membership shall be open to
those who support the objectives of the Association. Honorary members may be
elected by the Council of the Association in its discretion, with such
privileges as the Council may decide upon.
4. Institutional membership shall be open
to institutions or agencies that are concerned or substantially interested in
the objectives of the Oral History Association. An institutional member shall
be entitled to representation at any meeting by one delegate, who may vote;
but, if also an individual member, may not cast a second vote.
5. A member shall be enrolled upon receipt
of the first payment of dues.
OFFICERS AND GOVERNMENT
6. The officers of the Association shall be
president, a vice-president/president-elect, a first vice-president, and an
executive secretary. The first vice-president shall be elected by mail ballot
for a term of one year and shall serve until the election of his or her
successor is announced at the annual meeting of the Association immediately
following the election. The person elected as first vice-president shall
thereby be vice-president/president-elect the following year and president the
third year. The executive secretary shall be appointed by the Council at the
annual meeting of the Association and shall be a non-voting member of the
Council and shall exercise the functions of secretary and treasurer of the
Association.
7. The government of the Association, the
management of its affairs, and the regulation of its procedures, except as
otherwise provided in the constitution, shall be vested in Council composed of
the president, the vice-president/president-elect, the first vice-president,
and four Council members elected at large for a three-year term. Decisions of
the Council are binding on the Association unless modified by a majority of the
membership voting. Only members of the Association in good standing (current
dues paid) are eligible for nomination and service as officers and Council
members. The executive secretary shall be a non-voting member of the Council.
Four members, including at least one officer, shall constitute a quorum for the
transaction of Association business.
8. If a vacancy shall occur in the Council
or in any of the offices except the presidency, it may
be filled by the Council, and the person designated shall hold the position for
the unexpired term of the person vacating it.
PUBLICATIONS
9. The Association shall publish annually a
report of its activities including the state of its finances and summary of its
expenditures. Such a report shall be distributed to all members as a benefit of
membership.
10. When funds are available the Association
shall publish a newsletter and such other publications as the Council may
designate. Every member in good standing shall be entitled to receive the
newsletter and other serial publications.
FINANCES
11.
The Council shall be responsible for
investment of funds and care of other assets of the Association. Fiscal control
of the funds and assets shall be maintained by such records and accounting
system as may be prescribed by the Council. An annual audit of the financial
affairs shall be made and a report of the audit published.
12. Consistent with its Certificate, Constitution,
other bylaws of this Association, and with applicable law, the Association
through its Council may establish an endowment fund, or other such fund as
it deems necessary, to manage responsibly the affairs of the Association and
to further its purposes. The Council may delegate to its committees, officers
or employees of the Association, or agents, the authority to act in place
of the Council in investment and reinvestment of institutional funds, contract
with independent investment advisers, so to act, and authorize the payment
of compensation for investment advisory or management services, so to act.
The Council shall be relieved of all liability for the investment and reinvestment
of institutional funds by, and for the other acts or omissions of, persons
to whom authority is so delegated or with whom contracts are so made. If a
fund is established with private donations or Association funds, only interest
and not principal may be expended, except with authorization of a majority
of the members.
MEETINGS
13. The Association shall hold an annual
meeting at such time and place as the Council shall determine, and special
meetings may be called by the Council. Notice of each meeting of the
Association shall be mailed by the executive secretary at least thirty days
before the date of the meeting. Those members who are registered to attend an
annual meeting or a single meeting of the membership shall constitute the
membership class of those entitled to vote at the business sessions of such
meetings. One-tenth of this class, present in person or by proxy, shall
constitute a quorum at such business sessions. except as otherwise required by
applicable law or these bylaws, the act of a majority of the members present at
any meeting at which a quorum is present shall be the act of members. Members
present at any meeting may adjourn the meeting despite the absence of a quorum.
14. The Council shall meet in conjunction with
the annual meeting of the Association and shall hold such other meetings as it
may determine. Special meetings of the Council for any purpose shall be called
by the executive secretary on the written request of the president or of three
members of the council. Four voting members including at least one officer
shall constitute a quorum for the transacting of business, but a smaller number
may adjourn to another date.
RECORDS
15. The minute-books, correspondence, and
other records of the Association and its committees shall be preserved by the
officers and chairpersons of committees and shall be promptly turned over by
them to the executive secretary when their terms expire. Records that have
ceased to be of use in conducting the current affairs of the Association may,
by direction of the Council, be turned over for preservation to a depository
selected by it; and any records so deposited shall be available to the officers
of the Association on request.
DISSOLUTION
16. In the event of the dissolution of the
Association, its property, funds, and other assets shall pass to whatever
agencies may be designated by the Council in office at the time of dissolution.
AMENDMENTS
17. The Council is authorized and directed to
prepare, adopt, or amend such bylaws as may be desirable to regulate the
administrative practices of the Association. An up-to-date copy of these bylaws
shall be available to any member upon request to the executive secretary. Any
part of the bylaws shall be subject to review by the membership at any annual
business meeting of the Association and may be changed by a majority vote of
those attending.
18. Amendments to this constitution must be
proposed in writing by at least ten members and filed with the executive
secretary. Copies of the proposed amendments shall be mailed by the executive
secretary to all members at least thirty days in advance of the meeting at
which they are to be considered. If approved by the Council, they may be
adopted by a majority of the members attending any business meeting of the
Association; if not so approved, a two-thirds vote of the members in attendance
will be required.
ELECTIONS
19. The names of all candidates for Council, and nominating committee shall be placed on the
annual mail ballot. The annual ballot shall be mailed to the full voting
membership of the Association at least six weeks before the annual meeting. No
vote received after the due date specified on the ballot shall be valid.
Election shall be by plurality of the votes cast. The votes shall be counted
and checked in such a manner as the nominating committee shall prescribe and
shall be sealed in a box and deposited with the executive secretary for at
least one year. The results of the election shall be announced at the business
meeting and in the publications of the Association. In case of a tie vote, the
choice among the tied candidates shall be made by the business meeting.
BYLAWS
(as
amended 1998)
DUES
1. The dues of members of the Association
shall be fixed by the Council. Any changes shall be subject to a concurring
vote by the members. Separate dues rates for voting members (individual
members, student members, institutional members, life members, and memberships
in a sustaining category) may be so fixed, as may
non-voting members' dues (library memberships).
Membership coincides with the calendar
year. Two membership renewal notices shall be sent, the first on January 1
and the second (final) on February 1. Members who have not paid their dues
by March 1 shall be deemed delinquent and dropped from the rolls after due
notice from the executive secretary.
DUTIES OF OFFICERS
2. The president shall direct and
coordinate the affairs of the Association. The president shall preside at all
business meetings of the Association and of the Council and shall perform such
duties as may be directed by the Council.
3. The vice-president/president-elect
shall perform the duties of the president in case the president is absent or
incapacitated, and, in case of a vacancy in the presidency, the
vice-president/president-elect shall assume that office and hold it for the
remainder of the term. The vice-president/president-elect
shall be responsible for coordinating program development and local
arrangements for the annual meeting held during the year she/he serves as
vice-president/president-elect. The
vice-president/president-elect participates as a voting member in all meetings
of the Council.
4. The first vice-president shall perform
the duties of the vice-president/president-elect in case the
vice-president/president-elect is absent or incapacitated, and in case of a
vacancy in the vice-president/president-elect, the first vice-president shall assume
that office and hold it for the remainder of the term. The first vice-president shall participate as
a voting member in all meetings of the Council, and shall also initiate
planning for the annual meeting to be held during the year that she/he will
serve as vice-president/president-elect.
Responsibilities shall include appointment of annual meeting program and
local arrangements chairs, program and local arrangements committees, and the
preparation of an annual meeting budget for approval by the Council.
5. The executive secretary shall keep the
minutes of the Association and of the Council, prepare and mail notices,
present at each annual meeting a report on the activities of the Association,
and perform such other duties as may be directed by the Council. In the absence
of the president, vice-president/president-elect, and first vice-president, the
executive secretary shall preside. The executive secretary shall have the
custody of and preserve the corporate seal of the Association and shall affix
the seal under the direction of the president and Council.
6. The executive secretary shall have the
custody of all the moneys belonging to the Association and shall pay them out
only upon the authorization of the Council. The executive secretary may be
required by the Council to give bond for the faithful performance of his or her
duty in such sum as it shall determine. The executive secretary shall keep an
account of all funds, receipts and payments and shall report thereon in full to
the Association at each annual meeting and to the Council whenever so ordered.
The executive secretary shall also maintain the membership roll.
7. The president,
vice-president/president-elect, first vice-president, and executive secretary
constitute an executive committee which shall approve all investments, prepare
a budget for submission to the Council, and make routine decisions when it is
inexpedient to poll the full Council. If such decisions are made via telephone
or other electronic communication, a written statement of the decisions must be
sent within ten days to all members of the Council. A poll of all Council
members shall be made upon the request of any Council member.
NOMINATING COMMITTEE
8. There shall be a nominating committee
composed of six members, three of whom are elected by the members on each
annual mail ballot from a slate of not less than five nor
more than seven candidates proposed by the Council, in addition to nominations
by petition. Candidates may be
paired. Members shall vote for three
candidates. If they are paired, the
nominee in each pair receiving the higher number of votes shall be
elected. If they are not paired, the
three candidates receiving the highest number of votes shall be elected. Members of the nominating committee shall
serve for two years until their successors are announced at the annual meeting
of the Association immediately following the election. The nominating committee shall consult the
membership for suggestions, shall make nominations for first vice-president and
Council, shall obtain the consent of nominees (including any nominated by
petition), and shall collect biographical information and statements of purpose
from all candidates for office who wish to submit them, and promulgate this
information to the membership with the mail ballot.
The nominating committee shall
convene immediately after the announcements of new members elected to the
committee and elect its own chairperson.
ELECTIONS
9. The nominating committee, in making its
annual mail ballot nominations, shall nominate one or more persons for the
office of first vice-president and shall nominate two or more persons for each
prospective vacancy on the Council. In years where a single Council seat is to
be filled, the candidate receiving the largest number of votes shall be
elected. In years where two Council
seats are open, the nominating committee shall present to the membership two
separate slates of candidates in order to achieve the association policy of a
balanced Council regarding gender, ethnicity, geography, and affiliation.
The nominating committee (or, in the
case of nominees for the nominating committee, the Council) shall also accept
nominations made by petitions carrying in each case the signatures of twenty or
more members of the Association in good standing and indicating in each case
the particular office for which the nomination is intended. Nominations by
petition must be in the hands of the nominating committee at least three months
before the annual meeting.
COMMITTEES
10. The standing committees of the
Association, except for the Nominating Committee, shall be appointed by the
president for specified terms. In addition to the standing committees, the
president may appoint such ad hoc committees as may be necessary from time to
time.
AFFILIATE ORGANIZATIONS
11. The Council may authorize affiliate
status for state and regional oral history organizations and other
organizations who support the objectives of the
Association. The Council may develop guidelines for such status, including
unique dues for joint memberships. However, no agreements with other
organizations may be in conflict with the Association's constitution and bylaws.
Affiliate status in no way implies liability for the actions of other
organizations.
PARLIAMENTARY PROCEDURE
12. Robert’s Rules of Order shall govern the
proceedings of the Association except as otherwise provided for in the
constitution, bylaws, and special rules of the Association.
INDEMNIFICATION
13. To the full extent permitted by the
Not-for-Profit Corporation Law of New York, the Association may indemnify any
person who is or was a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a member, director, officer, employee
or agent of the Association, or is or was serving at the request of the
Association, as a member, director, officer, or employee, against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding.